UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE
TO
Tender Offer Statement
Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange
Act of 1934
P.A.M. TRANSPORTATION
SERVICES, INC.
(Name of Subject Company
(Issuer) and Name of Filing Person (Offeror))
Common Stock, par value
$0.01 per share
(Title of Class of Securities)
693149106
(CUSIP Number of Class
of Securities)
Daniel H. Cushman
President and Chief
Executive Officer
P.A.M. Transportation
Services, Inc.
297 West Henri De Tonti
Blvd.
Tontitown, Arkansas
72770
(479) 361-9111
(Name, address and telephone
number of person authorized to receive notices
and communication on behalf
of Filing Persons)
Copy to:
C. Douglas Buford,
Jr., Esq.
Mitchell, Williams,
Selig, Gates & Woodyard, P.L.L.C.
425 West Capitol, Ste.
1800
Little Rock, Arkansas
72201
Telephone: (501) 688-8866
Facsimile: (501) 918-7866
CALCULATION OF REGISTRATION
FEE
Transaction Valuation* |
Amount of
Filing Fee** |
$5,040,000 |
$586 |
| * | Estimated for purposes of calculating the amount of the filing fee only, this amount is based on
the purchase of 80,000 shares of common stock at the maximum tender offer price of $63.00 per share. |
| ** | The Amount of Filing Fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange
Act of 1934, as amended, equals $116.20 for each $1,000,000 of the value of the transaction. |
| ¨ | Check the box if any part
of the filing 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: N/A Filing Party: N/A
Form or Registration
No.: N/A Date Filed: N/A
| ¨ | 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 transaction to which the statement relates:
| ¨ | third party tender offer
subject to Rule 14d-1. |
| x | 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: ¨
If applicable, check
the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border
Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border
Third-Party Tender Offer) |
SCHEDULE TO
This Tender Offer
Statement on Schedule TO relates to the offer by P.A.M. Transportation Services, Inc., a Delaware corporation (“PAM”
or the “Company”), to purchase up to 80,000 shares of its common stock, par value $0.01 per share, at a price not greater
than $63.00 nor less than $59.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest,
upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 22, 2015 (the “Offer to Purchase”),
a copy of which is attached hereto as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the “Letter of Transmittal”),
a copy of which is attached hereto as Exhibit (a)(1)(B). This Tender Offer Statement on Schedule TO is intended to satisfy the
reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended. The information contained in the
Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference in response to all of the items of
this Schedule TO, as more particularly described below.
Item 1. Summary
Term Sheet.
The information set
forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.
Item 2. Subject
Company Information.
(a)
The name of the issuer is P.A.M. Transportation Services, Inc., a Delaware corporation, and the address of its principal
executive office is 297 West Henri De Tonti Blvd., Tontitown, Arkansas 72770. The telephone number of its principal executive office
is (479) 361-9111.
(b)
The information set forth under “Introduction” in the Offer to Purchase is incorporated herein by reference.
(c)
The information set forth in the Offer to Purchase under Section 7 (“Price Range of the Shares”) is incorporated
herein by reference.
Item
3. Identity and Background of Filing Person.
(a)
The Company is the filing person. The Company’s address and telephone number are set forth in Item 2 above. The information
set forth in the Offer to Purchase under Section 10 (“Interest of Directors and Executive Officers; Transactions and Arrangements
Concerning the Shares”) is incorporated herein by reference.
Item
4. Terms of the Transaction.
(a)
The following sections of the Offer to Purchase contain a description of the material terms of the transaction and are incorporated
herein by reference:
| • | Section 1 (“Terms of the Offer”); |
| • | Section 2 (“Purpose of the Tender Offer; Certain Effects of the Tender Offer; Other Plans”); |
| • | Section 3 (“Procedures for Tendering Shares”); |
| • | Section 4 (“Withdrawal Rights”); |
| • | Section 5 (“Purchase of Shares and Payment of Purchase Price”); |
| • | Section 6 (“Conditions of the Tender Offer”); |
| • | Section 10 (“Interest of Directors and Executive Officers; Transactions and Arrangements
Concerning the Shares”); |
| • | Section 13 (“Certain Material U.S. Federal Income Tax Consequences of the Offer to U.S. Holders”);
and |
| • | Section 14 (“Extension of the Tender Offer; Termination; Amendment”). |
(b)
The information in the “Introduction” to the Offer to Purchase and in Section 10 of the Offer to Purchase (“Interest
of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.
Item
5. Past Contacts, Transactions, Negotiations and Agreements.
(e) The information
set forth in the Offer to Purchase under Section 10 (“Interest of Directors and Executive Officers; Transactions and Arrangements
Concerning the Shares”) is incorporated herein by reference.
Item
6. Purposes of the Transaction and Plans or Proposals.
(a), (b) and (c) The
information set forth in the Offer to Purchase under Section 2 (“Purpose of the Tender Offer; Certain Effects of the Tender
Offer; Other Plans”) is incorporated herein by reference.
Item
7. Source and Amount of Funds or Other Consideration.
(a) The information
set forth in the Offer to Purchase under Section 8 (“Source and Amount of Funds”) is incorporated herein by reference.
(b) The information
set forth in the Offer to Purchase under Section 6 (“Conditions of the Tender Offer”) is incorporated herein by reference.
(d) The information
set forth in the Offer to Purchase under Section 8 (“Source and Amount of Funds”) is incorporated herein by reference.
Item
8. Interest in Securities of the Subject Company.
(a) and (b) The information
set forth in the Offer to Purchase under Section 10 (“Interest of Directors and Executive Officers; Transactions and Arrangements
Concerning the Shares”) is incorporated herein by reference.
Item
9. Persons/Assets, Retained, Employed, Compensated or Used.
(a) The information
set forth in the Offer to Purchase under Section 15 (“Fees and Expenses”) is incorporated herein by reference.
Item
10. Financial Statements.
Not applicable.
Item
11. Additional Information.
(a) The information
set forth in the Offer to Purchase under Section 10 (“Interest of Directors and Executive Officers; Transactions and Arrangements
Concerning the Shares”), Section 9 (“Information about P.A.M. Transportation Services, Inc.”), Section 11 (“Effects
of the Tender Offer on the Market for Shares; Registration under the Exchange Act”) and Section 12 (“Legal Matters;
Regulatory Approvals”) is incorporated herein by reference. To the knowledge of the Company, no material legal proceedings
relating to the tender offer are pending.
(c) The information
set forth in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed as Exhibits (a)(1)(A) and (a)(1)(B)
hereto, respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference.
Item
12. Exhibits.
| (a)(1)(A)* | Offer to Purchase dated May 22, 2015. |
| (a)(1)(B)* | Letter of Transmittal. |
| (a)(1)(C)* | Notice of Guaranteed Delivery. |
| (a)(1)(D)* | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees dated May 22, 2015. |
| (a)(1)(E)* | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
dated |
| (a)(1)(F)* | Press Release dated May 22, 2015. |
| (b)(1) | Loan Agreement dated July 26, 1994, among First Tennessee Bank National Association, the Company
and P.A.M. Transport, Inc., together with Promissory Note (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 1994). |
| (b)(2) | First Amendment to Loan Agreement dated June 27, 1995, by and among First Tennessee Bank National
Association, the Company and P.A.M. Transport, Inc., together with Promissory Note in the principal amount of $2,500,000 (incorporated
by reference to Exhibit 4.1.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1995). |
| (b)(3) | Second Amendment to Loan Agreement dated July 3, 1996, by First Tennessee Bank National Association,
the Company and P.A.M. Transport, Inc., together with Promissory Note in the principal amount of $5,000,000 (incorporated by reference
to Exhibit 4.1.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1996). |
| (b)(4) | Fourth Amendment to Loan Agreement dated June 22, 2007, among First Tennessee Bank National Association,
the Company and P.A.M. Transport, Inc., together with Promissory Note (incorporated by reference to Exhibit 4.6 to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2007). |
| (b)(5) | Fourteenth Amendment to Loan Agreement dated November 17, 2014, by and among First Tennessee Bank
National Association, the Company and P.A.M. Transport, Inc., together with Promissory Note in the principal amount of $40,000,000
(incorporated by reference to Exhibit (b)(5) to the Company’s Issuer Tender Offer Statement on Schedule TO, dated December
2, 2014). |
| (d)(1) | 2014 Amended and Restated Stock Option and Incentive Plan (incorporated by reference to Appendix
A of the Company’s Definitive Proxy Statement on Schedule 14A, dated April 18, 2014). |
| (d)(2) | Employment Agreement between Daniel H. Cushman and the Company, dated June 29, 2009 (incorporated
by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009). |
* Filed herewith.
Item 13. Information
Required by Schedule 13E-3.
Not Applicable.
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.
Date: May 22, 2015 |
P.A.M. TRANSPORTATION SERVICES, INC. |
|
|
|
|
By: |
/s/ Allen West |
|
Name: |
Allen West |
|
Title: |
Vice President, Chief Financial Officer, Secretary and Treasurer |
EXHIBIT INDEX
| (a)(1)(A)* | Offer to Purchase dated
May 22, 2015. |
| (a)(1)(B)* | Letter of Transmittal. |
| (a)(1)(C)* | Notice of Guaranteed Delivery. |
| (a)(1)(D)* | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated May 22,
2015. |
| (a)(1)(E)* | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
dated |
| | May 22, 2015. |
| (a)(1)(F)* | Press Release dated May
22, 2015. |
| (b)(1) | Loan Agreement dated July 26, 1994, among First Tennessee Bank National Association, the Company
and P.A.M. Transport, Inc., together with Promissory Note (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 1994). |
| (b)(2) | First Amendment to Loan Agreement dated June 27, 1995, by and among First Tennessee Bank National
Association, the Company and P.A.M. Transport, Inc., together with Promissory Note in the principal amount of $2,500,000 (incorporated
by reference to Exhibit 4.1.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1995). |
| (b)(3) | Second Amendment to Loan Agreement dated July 3, 1996, by First Tennessee Bank National Association,
the Company and P.A.M. Transport, Inc., together with Promissory Note in the principal amount of $5,000,000 (incorporated by reference
to Exhibit 4.1.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1996). |
| (b)(4) | Fourth Amendment to Loan Agreement dated June 22, 2007, among First Tennessee Bank National Association,
the Company and P.A.M. Transport, Inc., together with Promissory Note (incorporated by reference to Exhibit 4.6 to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2007). |
| (b)(5) | Fourteenth Amendment to Loan Agreement dated November 17, 2014, by and among First Tennessee Bank
National Association, the Company and P.A.M. Transport, Inc., together with Promissory Note in the principal amount of $40,000,000
(incorporated by reference to Exhibit (b)(5) to the Company’s Issuer Tender Offer Statement on Schedule TO, dated December
2, 2014). |
| (d)(1) | 2014 Amended and Restated Stock Option and Incentive Plan (incorporated by reference to Appendix
A of the Company’s Definitive Proxy Statement on Schedule 14A, dated April 18, 2014). |
| (d)(2) | Employment Agreement between Daniel H. Cushman and the Company, dated June 29, 2009 (incorporated
by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009). |
* Filed herewith.
Exhibit (a)(1)(A)
Offer to Purchase for
Cash
by
P.A.M. TRANSPORTATION
SERVICES, INC.
of
Up to 80,000 Shares
of its Common Stock
at a Purchase Price
Not Greater Than $63.00 nor Less Than $59.00 Per Share
THE OFFER, PRORATION
PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE
AT
12:00 MIDNIGHT, EASTERN TIME, ON JUNE 22, 2015,
UNLESS THE OFFER IS
EXTENDED.
P.A.M. Transportation
Services, Inc., a Delaware corporation (the “Company,” “we,” or “us”), is offering to purchase
up to 80,000 shares of its common stock, par value $0.01 per share (the “common stock”), at a price not greater than
$63.00 nor less than $59.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon
the terms and subject to the conditions described in this Offer to Purchase and the related Letter of Transmittal (which together,
as they may be amended and supplemented from time to time, constitute the “Offer”). Unless the context otherwise requires,
all references to shares shall refer to the common stock of the Company.
Upon the terms and subject
to the conditions of the Offer, we will determine a single per-share price, not greater than $63.00 nor less than $59.00 per share,
net to the seller in cash, less any applicable withholding taxes and without interest, that we will pay for shares properly tendered
and not properly withdrawn in the Offer, taking into account the total number of shares tendered and the prices specified by tendering
stockholders. After the Offer expires, we will look at the prices chosen by stockholders for all of the shares properly tendered.
We will then select the lowest purchase price (in multiples of $1.00) within the price range specified above that will allow us
to buy 80,000 shares. If fewer than 80,000 shares are properly tendered subject to the conditions of the Offer, we will select
the price that will allow us to buy all the shares that are properly tendered and not properly withdrawn. All shares we acquire
in the Offer will be acquired at the same purchase price regardless of whether the stockholder tendered at a lower price. We will
return shares tendered at prices in excess of the purchase price that we determine and shares that we do not purchase because of
proration to the tendering stockholders at our expense promptly after the Offer expires. See Section 3.
Subject to certain limitations
and legal requirements, we reserve the right to accept for payment, according to the terms and conditions of this Offer, up to
an additional 2% of our outstanding shares (or approximately 148,566 additional shares) for a total of approximately 228,566 shares.
See Sections 1 and 14.
The Offer is not conditioned
upon the receipt of financing or any minimum number of shares being tendered. The Offer is, however, subject to certain other conditions.
See Section 6.
The shares are listed
and traded on the Nasdaq Global Market (“NASDAQ”) under the symbol “PTSI.” On May 20, 2015, the reported
closing price of the shares on NASDAQ was $57.04 per share. Stockholders are urged to obtain current market quotations for the
shares. See Section 7.
Our Board of Directors
has approved the Offer. However, neither we nor our Board of Directors, the Depositary or the Information Agent is making any recommendation
to you as to whether to tender or refrain from tendering your shares or as to the purchase price or purchase prices at which you
may choose to tender your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares
to tender and the price or prices at which you will tender them. In doing so, you should read carefully the information in this
Offer to Purchase and in the related Letter of Transmittal, including our reasons for making the Offer. See Section
2.
Our directors and
executive officers are entitled to participate in the Offer on the same basis as all other stockholders. The Chairman of our Board
of Directors, Mr. Matthew T. Moroun, has advised us that, although no final decision has been made, he or a trust of which Mr.
Moroun is a co-trustee and a beneficiary (the “Moroun Trust”) may tender up to a total of 230,000 shares that they
beneficially own in the Offer. Mr. Moroun and the Moroun Trust collectively beneficially own approximately 58% of the outstanding
shares of our common stock. In addition, our President and Chief Executive Officer, Mr. Daniel H. Cushman, and a director, Mr.
W. Scott Davis, each has advised us that, although no final decision has been made, Mr. Cushman may tender up to 14,800 shares
that he beneficially owns in the Offer and Mr. Davis may tender up to 10,000 shares that he beneficially owns in the Offer. All
of our other directors and executive officers have advised us that they do not intend to tender any of their shares in the Offer.
See Section 10.
If Messrs. Moroun,
Cushman, Davis and the Moroun Trust properly tender all of the shares which they have indicated they may tender in this Offer,
the Offer will be oversubscribed, even if we exercise our right to increase the number of shares accepted for payment by up to
an additional 2% of our outstanding shares (or approximately 148,566 additional shares). In such circumstance, the price(s) at
which Messrs. Moroun, Cushman, Davis and the Moroun Trust tender their shares could determine the price at which all of the shares
accepted for payment are purchased. Additionally, if the Offer is oversubscribed, we will purchase shares on a pro rata basis from
all stockholders who properly tender shares at or below the purchase price we determine. See Section 1. Therefore, if you
wish to maximize the chance that your shares will be purchased and wish to maximize the number of your shares accepted for payment,
you should tender as many shares as you own and are willing to sell in the Offer and select the option to tender your shares at
the “Price Determined Under the Offer” indicating that you will accept the purchase price we determine.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of this transaction or passed upon the
merits or fairness of such transaction or passed upon the adequacy or accuracy of the information contained in this Offer to Purchase.
Any representation to the contrary is a criminal offense.
IMPORTANT
If you desire to tender
all or any portion of your shares, you should either:
(1) (a) if you hold
certificates in your own name, complete and sign the Letter of Transmittal in accordance with the instructions to the Letter of
Transmittal, have your signature on the Letter of Transmittal guaranteed if Instruction 1 to the Letter of Transmittal so requires,
and mail or deliver the Letter of Transmittal, together with any other required documents, including the share certificates, to
the Depositary (as defined herein), at one of its addresses shown on the Letter of Transmittal, or
(b) if you are an
institution participating in The Depository Trust Company, tender the shares in accordance with the procedure for book-entry transfer
set forth in Section 3; or
(2) if you have shares
registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact the nominee if you
desire to tender those shares and request that your broker, dealer, commercial bank, trust company or other nominee effect the
transaction for you.
If you desire to tender
shares and your certificates for those shares are not immediately available or the procedure for book-entry transfer cannot be
completed on a timely basis, or time will not permit all required documents to reach the Depositary prior to the Expiration Time
(as defined herein), your tender may be effected by following the procedure for guaranteed delivery set forth in Section 3.
To properly tender shares,
you must validly complete the Letter of Transmittal, including the section relating to the price at which you are tendering shares.
If you wish to maximize
the chance that your shares will be purchased at the purchase price determined by us, you should check the box in the section of
the Letter of Transmittal captioned “Shares Tendered at Price Determined Under the Offer.” If you agree to accept the
purchase price determined in the Offer, your shares will be deemed to be tendered at the minimum price of $59.00 per share.
Questions and requests
for assistance may be directed to Georgeson Inc., the Information Agent for the Offer, at its address and telephone number set
forth on the back cover of this Offer to Purchase. Requests for additional copies of this Offer to Purchase, the related Letter
of Transmittal or the Notice of Guaranteed Delivery may be directed to the Information Agent.
We are not making the
Offer to, and will not accept any tendered shares from, stockholders in any jurisdiction where it would be illegal to do so. However,
we may, at our discretion, take any actions necessary for us to make this Offer to stockholders in any such jurisdiction.
We have not authorized
any person to make any recommendation on our behalf as to whether you should tender or refrain from tendering your shares or as
to the purchase price or purchase prices at which you may choose to tender your shares in the Offer. You should rely only on the
information contained in this Offer to Purchase or to which we have referred you. We have not authorized anyone to provide you
with information or to make any representation in connection with the Offer other than those contained in this Offer to Purchase
or in the related Letter of Transmittal. If anyone makes any recommendation or gives any information or representation, you must
not rely upon that recommendation, information or representation as having been authorized by us, the Depositary or the Information
Agent.
TABLE OF CONTENTS
SUMMARY TERM SHEET |
ii |
|
|
CAUTIONARY NOTE ON FORWARD LOOKING STATEMENTS |
viii |
|
|
INTRODUCTION |
1 |
|
|
THE TENDER OFFER |
2 |
1. |
Terms of the Offer |
2 |
|
|
|
2. |
Purpose of the Tender Offer; Certain Effects of the Tender Offer;
Other Plans |
3 |
|
|
|
3. |
Procedures for Tendering Shares |
5 |
|
|
|
4. |
Withdrawal Rights |
9 |
|
|
|
5. |
Purchase of Shares and Payment of Purchase Price |
9 |
|
|
|
6. |
Conditions of the Tender Offer |
10 |
|
|
|
7. |
Price Range of the Shares |
12 |
|
|
|
8. |
Source and Amount of Funds |
13 |
|
|
|
9. |
Information About P.A.M. Transportation Services, Inc |
13 |
|
|
|
10. |
Interest of Directors and Executive Officers; Transactions and
Arrangements Concerning the Shares |
15 |
|
|
|
11. |
Effects of the Tender Offer on the Market for Shares; Registration
under the Exchange Act |
18 |
|
|
|
12. |
Legal Matters; Regulatory Approvals |
18 |
|
|
|
13. |
Certain Material U.S. Federal Income Tax Consequences of the
Offer to U.S. Holders |
19 |
|
|
|
14. |
Extension of the Tender Offer; Termination; Amendment |
19 |
|
|
|
15. |
Fees and Expenses |
21 |
|
|
|
16. |
Miscellaneous |
21 |
SUMMARY TERM SHEET
We are providing this
summary term sheet for your convenience. The Company is at times referred to as “we,” “our” or “us.”
We refer to the shares of our common stock as the “shares.” This summary term sheet highlights certain material information
in this Offer to Purchase, but you should realize that it does not describe all of the details of the Offer to the same extent
described in this Offer to Purchase. We urge you to read the entire Offer to Purchase and the related Letter of Transmittal because
they contain the full details of the Offer. We have included references to the sections of this Offer to Purchase where you will
find a more complete discussion where helpful.
Who is offering to
purchase my shares?
P.A.M. Transportation
Services, Inc.
What is the Company
offering to purchase?
We are offering to purchase
up to 80,000 shares of our common stock, par value $0.01 per share. See Section 1.
What will the purchase
price for the shares be and what will be the form of payment?
We are conducting the
Offer through a procedure commonly called a modified “Dutch Auction.”
This procedure allows
you to select the price (in multiples of $1.00) within a price range specified by us at which you are willing to sell your shares.
The price range for the
Offer is $59.00 to $63.00 per share. After the Offer expires, we will look at the prices chosen by stockholders for all of the
shares properly tendered. We will then select the lowest purchase price (in multiples of $1.00) that will allow us to buy 80,000
shares. If fewer than 80,000 shares are properly tendered, subject to the conditions of the Offer, we will select the price that
will allow us to buy all the shares that are properly tendered and not properly withdrawn.
All shares we purchase
will be purchased at the same price, even if you have selected a lower price, but we will not purchase any shares above the purchase
price we determine.
If your shares are purchased
in the Offer, we will pay you the purchase price in cash, less any applicable withholding taxes and without interest, promptly
after the Offer expires. See Sections 1 and 5. Under no circumstances will we pay interest on the purchase price, even if
there is a delay in making payment.
What happens if
fewer than 80,000 shares are tendered at or below the purchase price?
The Offer is not conditioned
on any minimum number of shares being tendered. If fewer than 80,000 shares are properly tendered, subject to the conditions of
the Offer, we will purchase all shares that are properly tendered and not properly withdrawn.
What happens if more
than 80,000 shares are tendered at or below the purchase price?
Subject to certain limitations
and legal requirements, we reserve the right to accept for payment, according to the terms and conditions of this Offer, up to
an additional 2% of our outstanding shares (or approximately 148,566 additional shares). Thus, if this right is exercised, we may
purchase up to approximately 228,566 shares in the Offer. In exercising this right, we may increase the purchase price to allow
us to purchase all such additional shares.
If more than 80,000 shares
(or such greater number of shares as we may elect to accept for payment, subject to applicable law) are properly tendered at or
below the purchase price and not properly withdrawn prior to the Expiration Time, we will purchase shares, subject to the terms
of the Offer, from all stockholders who properly tender shares at or below the purchase price we determine, on a pro rata basis.
If we do not exercise our right to accept a greater number for purchase, we will purchase 80,000 shares, on a pro rata basis, from
among all shares tendered at or below the purchase price we determine. If we exercise our right to accept for purchase more than
80,000 shares, we will purchase such larger number of shares (up to a maximum of approximately 228,566 shares), on a pro rata basis,
from among all shares tendered at or below the purchase price we determine. Because of the proration provision described above,
we may not purchase all of the shares that you tender even if you tender them at or below the purchase price. See Section
1.
How can I maximize the
chance that my shares will be purchased?
If you wish to maximize
the chance that your shares will be purchased, you should check the box in the section of the Letter of Transmittal captioned “Shares
Tendered at Price Determined Under the Offer” indicating that you will accept the purchase price we determine. If you agree
to accept the purchase price determined in the Offer, your shares will be deemed to be tendered at the minimum price of $59.00
per share.
You may tender all or
any portion of the shares you own, even if the number of shares you own exceeds the number of shares we may accept for purchase
in the Offer. If more than 80,000 shares (or such greater number of shares as we may elect to accept for payment, subject to applicable
law) are properly tendered at or below the purchase price and not properly withdrawn prior to the Expiration Time, we will purchase
shares, subject to the terms of the Offer, from all stockholders who properly tender shares at or below the purchase price we determine,
on a pro rata basis. Therefore, if you wish to maximize the number of your shares accepted for payment, you should tender as many
shares as you own and are willing to sell.
How will the Company
pay for the shares?
Assuming that the maximum
of 80,000 shares are tendered in the Offer at the maximum purchase price of $63.00 per share, the aggregate purchase price will
be approximately $5.0 million. Assuming that an additional amount of shares above the maximum of 80,000 shares are tendered in
the Offer at the maximum purchase price of $63.00 per share and we exercise our right to purchase an additional number of shares
up to 2% of our outstanding shares (or approximately 148,566 additional shares), the aggregate purchase price will be approximately
$14.4 million. We anticipate that we will pay for the shares tendered in the Offer from our available cash, cash equivalents and
short-term investments and from funds borrowed under our existing line of credit.
How long do I have
to tender my shares; can the Offer be extended, amended or terminated?
You may tender your shares
until the Offer expires. The Offer will expire at the end of the day, 12:00 Midnight, Eastern Time, on June 22, 2015, unless we
extend it. See Section 1. If a broker, dealer, commercial bank, trust company or other nominee holds your shares, it is
likely the nominee has established an earlier deadline for you to act to instruct the nominee to accept the Offer on your behalf.
We urge you to contact the broker, dealer, commercial bank, trust company or other nominee to find out the nominee’s deadline.
We may choose to extend
the Offer at any time and for any reason, subject to applicable laws. See Section 14. We cannot assure you that we will
extend the Offer or indicate the length of any extension that we may provide. If we extend the Offer, we will delay the acceptance
of any shares that have been tendered. We can amend the Offer in our sole discretion at any time prior to the Expiration Time (as
defined herein). We can also terminate the Offer prior to the Expiration Time if the conditions set forth in Section 6 are not
met. See Sections 6 and 14.
How will I be notified
if the Company extends the Offer or amends the terms of the Offer?
If we extend the Offer,
we will issue a press release announcing the extension and the new Expiration Time by 9:00 a.m., Eastern Time, on the next business
day after the previously scheduled Expiration Time. We will announce any amendment to the Offer by making a public announcement
of the amendment. See Section 14.
What is the purpose
of the Offer?
On May 21, 2015, our
Board of Directors approved a tender offer for up to 80,000 shares of our common stock, plus an additional amount of shares up
to 2% of our total outstanding shares (or approximately 148,566 additional shares) for a total of approximately 228,566 shares,
which we may accept for payment in the Offer, subject to certain limitations and legal requirements. Our Board of Directors has
determined that the Offer is a prudent use of our financial resources and presents an appropriate balance between meeting the needs
of our business and delivering value to our stockholders. Our Board of Directors determined that a cash tender offer is an appropriate
mechanism to return capital to stockholders that seek liquidity under current market conditions while, at the same time, allowing
stockholders who do not participate in the tender offer to share in a higher portion of our future potential.
We believe that the modified
“Dutch Auction” tender offer set forth in this Offer to Purchase represents a mechanism to provide all of our stockholders
with the opportunity to tender all or a portion of their shares and, thereby, receive a return of their investment if they so elect.
The Offer provides stockholders (particularly those who, because of the size of their shareholdings, might not be able to sell
their shares without potential disruption to the share price) with an opportunity to obtain liquidity with respect to all or a
portion of their shares, without potential disruption to the share price and the usual transaction costs associated with market
sales. In addition, if we complete the Offer, stockholders who do not participate in the Offer will automatically increase their
relative percentage ownership interest in us and our future operations at no additional costs to them.
The Offer also provides
our stockholders with an efficient way to sell their shares without incurring broker’s fees or commissions associated with
open market sales.
What are the significant
conditions to the Offer?
Our obligation to accept
and pay for your tendered shares depends upon a number of conditions that must be satisfied or waived, including, but not limited
to:
| · | No changes in the general political, market, economic or financial conditions in the United States
or abroad that are reasonably likely to materially and adversely affect our business or the trading in the shares shall have occurred. |
| · | No decrease in excess of 10% in the price of our common stock or in the Dow Jones Industrial Average,
the New York Stock Exchange Composite Index, the NASDAQ Composite Index or the S&P 500 Composite Index shall have occurred
during the Offer. |
| · | No legal action shall have been instituted, threatened, or been pending that challenges the Offer
or seeks to impose limitations on our ability (or any affiliate of ours) to acquire or hold or to exercise full rights of ownership
of the shares. |
| · | No commencement or escalation of war, armed hostilities or other similar national or international
calamity, directly or indirectly involving the United States, shall have occurred during the Offer. |
| · | No one shall have proposed, announced or made a tender or exchange offer (other than this Offer),
merger, business combination or other similar transaction involving us or any of our subsidiaries. |
| · | No one (including certain groups) shall have acquired or proposed to acquire beneficial ownership
of more than 5% of our shares, other than any person who was a holder of more than 5% of our shares as of the date of this Offer
to Purchase. |
| · | No one shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, or made a public announcement reflecting an intent to acquire us or any of our subsidiaries. |
| · | No material adverse change in our business, condition (financial or otherwise), assets, income, operations,
prospects or stock ownership shall have occurred. |
| · | We shall have determined that there is not a reasonable likelihood that the consummation of the Offer
and the purchase of shares pursuant to the Offer will cause our common stock to be subject to delisting from NASDAQ (this determination
shall be made by us). |
The Offer is subject
to a number of other conditions described in greater detail in Section 6.
Following the Offer,
will the Company continue as a public company?
Yes. The completion of
the Offer in accordance with its terms and conditions will not cause the Company to be delisted from NASDAQ or to stop being subject
to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It is a condition
of our obligation to purchase shares pursuant to the Offer that we determine that there is not a reasonable likelihood that such
purchase will cause the shares to be subject to delisting on NASDAQ. See Section 6. Our common stock is registered under
Section 12 of the Exchange Act, and therefore we are subject to the reporting requirements of the Exchange Act. Our common stock
will continue to be registered under Section 12 of the Exchange Act following the completion of the Offer in accordance with its
terms and conditions. See Section 11.
How do I tender my
shares?
If you want to tender
all or part of your shares, you must do one of the following before the end of the day, 12:00 Midnight, Eastern Time, on June 22,
2015, or any later time and date to which the Offer may be extended:
| · | If your shares are registered in the name of a broker, dealer, commercial bank, trust company or other
nominee, you must contact the nominee and request that the nominee tender your shares for you. |
| · | If you hold certificates in your own name, you must complete and sign a Letter of Transmittal according
to its instructions, and deliver it, together with any required signature guarantees, the certificates for your shares and any
other documents required by the Letter of Transmittal, to Computershare Trust Company, N.A., the Depositary for the Offer. |
| · | If you are an institution participating in the book-entry transfer facility (as defined herein), you
must tender your shares according to the procedure for book-entry transfer described in Section 3. |
| · | If you are unable to deliver the certificates for the shares or the other required documents to the
Depositary or you cannot comply with the procedure for book-entry transfer within the required time, you must comply with the guaranteed
delivery procedure outlined in Section 3. |
You may contact the Information
Agent for assistance. The contact information for the Information Agent appears on the back cover of this Offer to Purchase. See
Section 3 and the Instructions to the Letter of Transmittal.
How do holders of vested
stock options participate in the Offer?
The Company will not
purchase unexercised options. If you hold vested but unexercised options to purchase shares, you may choose to exercise such options
in accordance with the terms of the applicable stock option plan or plans and tender the shares received upon such exercise in
accordance with the Offer. Please keep in mind that an election to exercise your Company stock options is irrevocable, which means
that if the shares resulting from your exercise are not purchased in the Offer for any reason, as discussed in Section 3 hereof,
you will continue to hold such shares and you will not be given an opportunity to unwind your exercise.
If you wish to sell shares
issuable pursuant to unexercised options, you must:
| (1) | Exercise your vested options by submitting a written exercise notice to the Company’s stock
administrator (and pay the applicable exercise price(s) to the Company and pay any taxes that must be withheld as a result of the
exercise) before the end of the day, 12:00 Midnight, Eastern Time, on June 18, 2015 (the “Exercise Deadline”), and |
| (2) | Submit your election to participate in the Offer prior to the Expiration Time. |
If you want to elect
to sell shares in the Offer that were issuable upon exercise of a Company stock option and for any reason (a) you fail to
properly or timely complete and submit your option exercise notice, and/or (b) you fail to pay the applicable exercise price
for any option you are exercising (including any necessary tax amounts), in either case, before the Exercise Deadline, then you
will not be eligible to sell shares subject to such option in the Offer.
In addition, holders
of vested but unexercised options should evaluate the Offer carefully to determine if participation would be advantageous to them,
based on their stock option exercise prices, the date of their stock option grants and the years left to exercise their options,
the range of tender prices, the tax consequences of choosing to exercise any options, and the provisions for pro rata purchases
by the Company described in Section 1. We strongly encourage holders of vested stock options to discuss the Offer with their tax
advisor, broker and/or financial advisor. Holders of unvested stock options, unvested stock awards or other restricted equity interests
may not tender such shares or shares represented by such interests.
Once I have tendered
shares in the Offer, can I withdraw my tender?
Yes. You may withdraw
any shares you have tendered at any time before the end of the day, 12:00 Midnight, Eastern Time, on June 22, 2015, unless we extend
the Offer, in which case you can withdraw your shares until the expiration of the Offer as extended. If we have not accepted for
payment the shares you have tendered to us, you may also withdraw your shares at any time after the end of the day, 12:00 Midnight,
Eastern Time, on July 21, 2015. See Section 4.
How do I withdraw shares
I previously tendered?
To withdraw shares, your
written notice of withdrawal with the required information must be received by the Depositary while you still have the right to
withdraw the shares. Your notice of withdrawal must specify your name, the number of shares to be withdrawn and the name of the
registered holder of these shares. Some additional requirements apply if the share certificates to be withdrawn have been delivered
to the Depositary or if your shares have been tendered under the procedure for book-entry transfer set forth in Section 3. See
Section 4. If you have tendered your shares by giving instructions to a broker, dealer, commercial bank, trust company or other
nominee, you must instruct the nominee to arrange for the withdrawal of your shares.
Has the Company or
its Board of Directors adopted a position on the Offer?
Our Board of Directors
has approved the Offer. However, neither we nor our Board of Directors, the Depositary, or the Information Agent is making any
recommendation to you as to whether you should tender or refrain from tendering your shares or as to the purchase price or purchase
prices at which you may choose to tender your shares. You must make your own decision as to whether to tender your shares and,
if so, how many shares to tender and the purchase price or purchase prices at which your shares should be tendered. In so doing,
you should read carefully the information in this Offer to Purchase and in the related Letter of Transmittal, including our reasons
for making the Offer. See Section 2.
Do the directors or
executive officers of the Company intend to tender their shares in the Offer?
Our directors and executive
officers are entitled to participate in the Offer on the same basis as all other stockholders. The Chairman of our Board of Directors,
Mr. Matthew T. Moroun, has advised us that, although no final decision has been made, he or the Moroun Trust, of which he is a
co-trustee and a beneficiary, may tender up to a total of 230,000 shares that they beneficially own in the Offer. Mr. Moroun and
the Moroun Trust collectively beneficially own approximately 58% of the outstanding shares of our common stock. In addition, our
President and Chief Executive Officer, Mr. Daniel H. Cushman, and a director, Mr. W. Scott Davis, each has advised us that, although
no final decision has been made, Mr. Cushman may tender up to 14,800 shares that he beneficially owns in the Offer and Mr. Davis
may tender up to 10,000 shares that he beneficially owns in the Offer. Our other directors and executive officers have advised
us that they do not intend to tender any of their shares in the Offer. As a result, the proportional holdings of our directors
and executive officers who do not participate in the Offer will increase following the consummation of the Offer. After termination
of the Offer, our directors and executive officers may, in compliance with applicable law, sell their shares in open market transactions
after the Offer at prices that may or may not be more favorable than the purchase price to be paid to our stockholders in the Offer.
See Section 10.
If Messrs. Moroun, Cushman,
Davis and the Moroun Trust properly tender all of the shares which they have indicated they may tender in this Offer, the Offer
will be oversubscribed, even if we exercise our right to increase the number of shares accepted for payment by up to an additional
2% of our outstanding shares (or approximately 148,566 additional shares). In such circumstance, the price(s) at which Messrs.
Moroun, Cushman, Davis and the Moroun Trust tender their shares could determine the price at which all of the shares accepted for
payment are purchased. Additionally, if the Offer is oversubscribed, we will purchase shares, subject to the terms of the Offer,
from all stockholders who properly tender shares at or below the purchase price we determine, on a pro rata basis. See Section
1. Therefore, if you wish to maximize the chance that your shares will be purchased and wish to maximize the number of your shares
accepted for payment, you should tender as many shares as you own and are willing to sell in the Offer and select the option to
tender your shares at the “Price Determined Under the Offer” indicating that you will accept the purchase price we
determine.
If I decide not to
tender, how will the Offer affect my shares?
Stockholders who choose
not to tender their shares will own a greater percentage interest in our outstanding common stock following the consummation of
the Offer. See Section 2.
What is the recent
market price of my shares?
On May 20, 2015, the
reported closing price of the shares quoted on NASDAQ was $57.04 per share. You are urged to obtain current market quotations for
the shares before deciding whether and at what purchase price or purchase prices to tender your shares. See Section 7.
When will the Company
pay for the shares I tender?
We will pay the purchase
price, net to the seller in cash, less any applicable withholding tax and without interest, for the shares we purchase promptly
after the expiration of the Offer and the acceptance of the shares for payment. We do not expect, however, to announce the results
of proration and begin paying for tendered shares until up to ten business days after the expiration of the Offer. See Section
5.
Will I have to pay
brokerage commissions if I tender my shares?
If you are the record
owner of your shares and you tender your shares directly to the Depositary, you will not have to pay brokerage fees or similar
expenses. If you own your shares through a broker, dealer, commercial bank, trust company or other nominee and the nominee tenders
your shares on your behalf, the nominee may charge you a fee for doing so. You should consult with your broker, dealer, commercial
bank, trust company or other nominee to determine whether any charges will apply. See Section 3.
What are the U.S. federal
tax consequences if I exercise a vested stock option in order to tender shares?
If you exercise a nonstatutory
stock option (“NSO”) and then sell the shares you purchased under the option in the Offer, the difference between (a)
the fair market value of those shares at the time of exercise and (b) the exercise price of those shares (this difference is often
called the “spread” at exercise), generally will be treated as ordinary income to you. The purchase of shares under
the Offer may be treated as a sale or exchange of such shares for U.S. federal income tax purposes. If so treated, any difference
between (a) the total sale price of those shares and (b) the fair market value of those shares at the time of exercise will generally
be treated as a capital gain or loss (short-term if you have held the shares for one year or less since the time of exercise; long-term
if you have held the shares for more than one year).
The exercise of an NSO
granted to employees generally is subject to tax withholding and reporting. The portion that is ordinary income to you will be
subject to all the normal withholding on compensation, including federal, state (and depending on your location, local) income
taxes as well as applicable employment tax withholdings. The tax withholding rate will differ for employees based on their individual
tax situations. At the same time you pay the exercise price of the options you are exercising in connection with the Offer, you
must pay for all applicable tax withholdings on the NSOs you exercise. We will report any ordinary income you recognize and taxes
withheld on your Form W-2 and other applicable tax filings for 2015.
The federal U.S. tax
summaries above do not address other tax rules; for instance, they do not address the state, local, employment or non-U.S. tax
implications of the exercise of your stock options in connection with the Offer, nor do the summaries above discuss the application
of Section 409A of the Internal Revenue Code to your stock options. In addition, if you are subject to tax in both the U.S. and
another country, different or additional tax rules also may apply. Accordingly, we strongly encourage you to discuss the Offer
with your tax advisor, broker and/or financial advisor if you are considering exercise of your vested stock options in order to
participate in the Offer.
What are the U.S. federal
income tax consequences if I tender my shares?
Generally, if you are
a U.S. Holder (as defined in Section 13), you will be subject to U.S. federal income taxation when you receive cash from us in
exchange for the shares you tender in the Offer. The receipt of cash for your tendered shares will generally be treated for U.S.
federal income tax purposes either as (1) a sale or exchange eligible for capital gain or loss treatment or (2) a distribution
in respect of stock from the Company. See Section 13. If you are a foreign stockholder (as defined in Section 3), you generally
will be subject to U.S. withholding at a rate of 30% on payments received pursuant to the Offer, unless the Depositary determines
that a reduced or zero rate of withholding is applicable pursuant to an applicable income tax treaty or that an exemption from
withholding is applicable because such gross proceeds are effectively connected with the conduct by you of a trade or business
within the United States. In order to obtain a reduced or zero rate of withholding under an applicable income tax treaty, a foreign
stockholder must deliver to the Depositary before the payment is made a properly completed and executed Internal Revenue Service
(“IRS”) Form W-8BEN (or other applicable Form W-8), including a U.S. taxpayer identification number, claiming such
reduction or exemption. In order to claim an exemption from withholding on the grounds that gross proceeds paid pursuant to the
Offer are effectively connected with the conduct of a trade or business by a foreign stockholder within the United States, the
foreign stockholder must deliver to the Depositary before the payment is made a properly completed and executed IRS Form W-8ECI
claiming such exemption. Such forms can be obtained from the Depositary. You may be eligible to file for a refund from the IRS
of all or a portion of such tax withheld if the “complete termination,” “substantially disproportionate”
or “not essentially equivalent to a dividend” tests described in Section 13 are met or if you are entitled to a reduced
or zero rate of withholding pursuant to an income tax treaty and the Depositary withheld at a higher rate. You also may be subject
to tax in your jurisdiction on the disposal of shares. Please consult your personal tax advisor to determine how this will apply
to you. See Section 3.
Along with your Letter
of Transmittal, you are asked to submit the IRS Form W-9 included with the Letter of Transmittal if you are a U.S. Holder. Any
tendering stockholder or other payee who fails to complete, sign and return to the Depositary the IRS Form W-9 included with the
Letter of Transmittal (or such other IRS form as may be applicable) may be subject to United States backup withholding at a rate
equal to 28% of the gross proceeds paid to the stockholder or other payee pursuant to the Offer, unless such stockholder establishes
that such stockholder is within the class of persons that is exempt from backup withholding (including certain corporations and
certain foreign individuals and entities). Backup withholding generally will not apply to amounts subject to the 30% or treaty-reduced
rate of withholding. See Section 3.
All stockholders should
review the discussion in Sections 3 and 13 regarding tax issues and consult their tax advisor with respect to the tax effects of
a tender of shares.
Does the Company intend
to repurchase any shares other than pursuant to the Offer during or after the Offer?
On May 21, 2015, our
Board of Directors approved the Offer. Rule 13e-4(f) under the Exchange Act prohibits us from purchasing any shares, other than
in the Offer, until at least 10 business days after the Expiration Time. Accordingly, any repurchases outside of the Offer may
not be consummated until at least 10 business days after the Offer expires. See Section 9.
Will I have to pay
stock transfer tax if I tender my shares?
We will pay all stock
transfer taxes unless payment is made to, or if shares not tendered or accepted for payment are to be registered in the name of,
someone other than the registered holder, or tendered certificates are registered in the name of someone other than the person
signing the Letter of Transmittal. See Section 5.
To whom can I talk
if I have questions?
If you have any questions
regarding the Offer, please contact Georgeson Inc., the Information Agent for the Offer, at (800) 676-0098. Additional contact
information for the Information Agent is set forth on the back cover of this Offer to Purchase.
CAUTIONARY NOTE ON
FORWARD-LOOKING STATEMENTS
This Offer to Purchase,
including any documents incorporated by reference or deemed to be incorporated by reference, contains “forward-looking statements,”
which are statements relating to future events, future financial performance, strategies, expectations, and competitive environment.
Words such as “may,” “will,” “should,” “could,” “would,” “predicts,”
“potential,” “continue,” “expects,” “anticipates,” “future,” “intends,”
“plans,” “believes,” “estimates” and similar expressions, as well as statements in future tense,
identify forward-looking statements.
You should not read forward-looking
statements as a guarantee of future performance or results. They will not necessarily be accurate indications of whether or at
what time such performance or results will be achieved. Forward-looking statements are based on information available at the time
those statements are made and/or management’s good faith belief at that time with respect to future events. Such statements
are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed
in or suggested by the forward-looking statements. These risks and uncertainties include, but are not limited to, the factors set
forth under the caption “Risk Factors” in our Annual Report on form 10-K for the fiscal year ended December 31, 2014,
as well as the factors relating to the transactions discussed in this Offer to Purchase and the following:
| · | excess capacity in the trucking industry; |
| · | recessionary economic cycles and downturns in customers’ business cycles; |
| · | increases or rapid fluctuations in fuel prices, interest rates, fuel taxes, tolls, license and registration
fees; |
| · | the resale value of the Company’s used equipment and the price of new equipment; |
| · | increases in compensation for and difficulty in attracting and retaining qualified drivers and owner-operators; |
| · | increases in insurance premiums and deductible amounts relating to accident, cargo, workers’
compensation, health, and other claims; |
| · | unanticipated increases in the number or amount of claims for which the Company is self-insured; |
| · | inability of the Company to continue to secure acceptable financing arrangements; |
| · | seasonal factors such as harsh weather conditions that increase operating costs; |
| · | competition from trucking, rail, and intermodal competitors, including reductions in rates resulting
from competitive bidding; |
| · | the ability to identify acceptable acquisition candidates, consummate acquisitions, and integrate
acquired operations; |
| · | a significant reduction in or termination of the Company’s trucking service by a key customer. |
You should not place
undue reliance on the forward-looking statements, which speak only as to the date of this Offer to Purchase or the date of documents
incorporated by reference. Except as may be required by law, we undertake no obligation to make any revision to the forward-looking
statements contained in this Offer to Purchase, the accompanying Letter of Transmittal or in any document incorporated by reference
into this Offer to Purchase or to update them to reflect events or circumstances occurring after the date of this Offer to Purchase.
In addition, please refer
to the documents incorporated by reference into this Offer to Purchase (see Section 9) for additional information on risks
and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements or
that may otherwise impact our Company and business. Any statement contained in a document incorporated herein by reference into
this Offer to Purchase shall be deemed to be modified or superseded to the extent such statement is modified or superseded in this
Offer to Purchase. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this Offer to Purchase.
Notwithstanding anything
in this Offer to Purchase, the Letter of Transmittal or any document incorporated by reference into this Offer to Purchase, the
safe harbor protections of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in connection with
a tender offer.
INTRODUCTION
To the Holders of our Common
Stock:
We invite our stockholders
to tender shares of our common stock, par value $0.01 per share (the “common stock”). Upon the terms and subject to
the conditions of this Offer to Purchase and the related Letter of Transmittal, we are offering to purchase up to 80,000 shares
at a price not greater than $63.00 nor less than $59.00 per share, net to the seller in cash, less applicable withholding taxes
and without interest.
The Offer will expire
at the end of the day, 12:00 Midnight, Eastern Time, on June 22, 2015, unless extended.
After the Offer expires,
we will look at the prices chosen by stockholders for all of the shares properly tendered. We will then select the lowest purchase
price within the price range specified above that will allow us to buy 80,000 shares. If fewer than 80,000 shares are properly
tendered, we will select the price (in multiples of $1.00) that will allow us to buy all the shares that are properly tendered
and not properly withdrawn. All shares we acquire in the Offer will be acquired at the same purchase price regardless of whether
the stockholder tendered at a lower price.
Because of the proration
provision described in this Offer to Purchase, we may not purchase all of the shares tendered even if stockholders tendered at
or below the purchase price if more than the number of shares we seek are properly tendered. We will return shares tendered at
prices in excess of the purchase price that we determine and shares that we do not purchase because of proration to the tendering
stockholders at our expense promptly following the Expiration Time. See Section 1.
Subject to certain limitations
and legal requirements, we reserve the right to accept for payment, according to the terms and conditions of this Offer, up to
an additional 2% of our outstanding shares (or approximately 148,566 additional shares) for a total of approximately 228,566 shares.
See Sections 1 and 14.
Tendering stockholders
whose shares are registered in their own names and who tender directly to Computershare Trust Company, N.A., the Depositary for
the Offer, will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 7 to the Letter of
Transmittal, stock transfer taxes on the purchase of shares by us under the Offer. If you own your shares through a broker, dealer,
commercial bank, trust company or other nominee and the nominee tenders your shares on your behalf, the nominee may charge you
a fee for doing so. You should consult your broker, dealer, commercial bank, trust company or other nominee to determine whether
any charges will apply.
The Offer is not conditioned
upon any minimum number of shares being tendered. Our obligation to accept, and pay for, shares validly tendered pursuant to the
Offer is conditioned upon satisfaction or waiver of the conditions set forth in Section 6 of this Offer to Purchase.
Our Board of Directors
has approved the Offer. However, neither we nor our Board of Directors, the Depositary, or the Information Agent is making any
recommendation whether you should tender or refrain from tendering your shares or at what purchase price or purchase prices you
should choose to tender your shares. You must decide whether to tender your shares and, if so, how many shares to tender and the
price or prices at which you will tender them. You should discuss whether to tender your shares with your broker or other financial
or tax advisor. In so doing, you should read carefully the information in this Offer to Purchase and in the related Letter of Transmittal,
including our reasons for making the Offer. See Section 2.
Our directors and
executive officers are entitled to participate in the Offer on the same basis as all other stockholders. The Chairman of our Board
of Directors, Mr. Matthew T. Moroun, has advised us that, although no final decision has been made, he or the Moroun Trust, of
which he is a co-trustee and a beneficiary, may tender up to a total of 230,000 shares that they beneficially own in the Offer.
Mr. Moroun and the Moroun Trust collectively beneficially own approximately 58% of the outstanding shares of our common stock.
In addition, our President and Chief Executive Officer, Mr. Daniel H. Cushman, and a director, Mr. W. Scott Davis, each has advised
us that, although no final decision has been made, Mr. Cushman may tender up to 14,800 shares that he beneficially owns in the
Offer and Mr. Davis may tender up to 10,000 shares that he beneficially owns in the Offer. Our other directors and executive officers
have advised us that they do not intend to tender any of their shares in the Offer. As a result, the proportional holdings of our
directors and executive officers who do not participate in the Offer will increase following the consummation of the Offer. After
termination of the Offer, our directors and executive officers may, in compliance with applicable law, sell their shares in open
market transactions after the Offer at prices that may or may not be more favorable than the purchase price to be paid to our stockholders
in the Offer. See Section 10.
As of May 20, 2015, there
were 7,428,340 shares of our common stock issued and outstanding. The 80,000 shares that we are offering to purchase hereunder
represent approximately 1.1% of the total number of issued shares of our common stock as of May 20, 2015. The shares are listed
and traded on NASDAQ under the symbol “PTSI”. On May 20, 2015, the closing price of the shares as quoted on NASDAQ
was $57.04 per share. Stockholders are urged to obtain current market quotations for the shares before deciding whether and
at what purchase price or purchase prices to tender their shares. See Section 7.
THE TENDER OFFER
General. Upon
the terms and subject to the conditions of the Offer, we will purchase up to 80,000 shares of our common stock, or if fewer than
80,000 shares are properly tendered, all shares that are properly tendered and not properly withdrawn in accordance with Section
4, at a price not greater than $63.00 nor less than $59.00 per share, net to the seller in cash, less any applicable withholding
tax and without interest. In accordance with the rules of the Securities and Exchange Commission (the “Commission”
or the “SEC”) and subject to certain limitations and legal requirements, we reserve the right to accept for payment,
according to the terms and conditions of this Offer, up to an additional 2% of our outstanding shares (or approximately 148,566
additional shares) for a total of approximately 228,566 shares.
The term “Expiration
Time” means the end of the day, 12:00 Midnight, Eastern Time, on June 22, 2015, unless we, in our sole discretion, shall
have extended the period of time during which the Offer will remain open, in which event the term “Expiration Time”
shall refer to the latest time and date at which the Offer, as so extended by us, shall expire. See Section 14 for a description
of our right to extend, delay, terminate or amend the Offer.
In the event of an over-subscription
of the Offer as described below, shares tendered at or below the purchase price will be subject to proration based on the number
of shares tendered prior to the Expiration Time.
Except as described herein,
withdrawal rights expire at the Expiration Time.
If we:
| • | increase the price to be paid for shares above $63.00 per share or decrease the price to be paid for
shares below $59.00 per share; |
| • | increase the number of shares being sought in the Offer and such increase in the number of shares
being sought exceeds 2% of our outstanding shares (or approximately 148,566 additional shares) for a total of 228,566 shares; or |
| • | decrease the number of shares being sought in the Offer; and |
the Offer is scheduled to
expire at any time earlier than the expiration of a period ending at 12:00 Midnight, Eastern Time, on the tenth business day (as
defined below) from, and including, the date that notice of any such increase or decrease is first published, sent or given in
the manner specified in Section 14, then the Offer will be extended until the expiration of such period of ten business days. For
the purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or United States federal holiday
and consists of the time period from 12:01 a.m. to approximately 12:00 Midnight, Eastern Time.
The Offer is not conditioned
on any minimum number of shares being tendered. The Offer is, however, subject to certain other conditions. See Section
6.
In accordance with Instruction
5 of the Letter of Transmittal, stockholders desiring to tender shares must specify the price or prices, not in excess of $63.00
nor less than $59.00 per share, at which they are willing to sell their shares to us under the Offer. Alternatively, stockholders
desiring to tender shares can choose not to specify a price and, instead, elect to tender their shares at the purchase price ultimately
paid for shares properly tendered and not properly withdrawn in the Offer. If you agree to accept the purchase price determined
in the Offer, your shares will be deemed to be tendered at the minimum price of $59.00 per share. See Section 7 for recent
market prices for the shares.
Promptly following the
Expiration Time, we will look at the prices chosen by stockholders for all of the shares properly tendered and will determine the
purchase price that we will pay for shares properly tendered and not properly withdrawn in the Offer. Once the purchase price has
been determined, we intend to promptly disclose such price in a manner calculated to inform stockholders of this information, which
will include a press release through Globe Newswire or another comparable service.
We will then select the
lowest purchase price (in multiples of $1.00) within the price range specified above that will allow us to buy 80,000 shares or
such greater number of shares as we may accept for payment, subject to applicable law. If fewer than 80,000 shares are properly
tendered, we will select the price that will allow us to buy all the shares that are properly tendered and not properly withdrawn.
All shares we acquire
in the Offer will be acquired at the same purchase price regardless of whether the stockholder tendered at a lower price. However,
because of the proration provision described in this Offer to Purchase, we may not purchase all of the shares tendered even if
stockholders tendered at or below the purchase price if more than the number of shares we seek are properly tendered. We will return
shares tendered at prices in excess of the purchase price that we determine and shares that we do not purchase because of proration
to the tendering stockholders at our expense promptly after the Offer expires. Stockholders can specify one price for a specified
portion of their shares and a different price for other specified shares, but a separate Letter of Transmittal must be submitted
for shares tendered at each price. See Instruction 5 to the Letter of Transmittal.
Stockholders also can
specify the order in which we will purchase the specified portions in the event that, as a result of the proration provisions or
otherwise, we purchase some but not all of the tendered shares pursuant to the Offer. In the event a stockholder does not designate
the order and fewer than all shares are purchased due to proration, the Depositary will select the order of shares purchased.
If the number of shares
properly tendered at or below the purchase price and not properly withdrawn prior to the Expiration Time is less than or equal
to 80,000 shares, or such greater number of shares as we may elect to accept for payment, subject to applicable law, we will, upon
the terms and subject to the conditions of the Offer, purchase all shares so tendered at the purchase price.
Upon the terms and subject
to the conditions of the Offer, if more than 80,000 shares, or such greater number of shares as we may elect to accept for payment,
subject to applicable law, have been properly tendered at prices at or below the purchase price selected by us and not properly
withdrawn prior to the Expiration Time, we will purchase all properly tendered shares tendered at prices at or below the purchase
price we determine, on a pro rata basis, with appropriate adjustments to avoid purchases of fractional shares, as described below.
Due to this proration provision, it is possible that all of the shares that a stockholder tenders in the Offer may not be purchased
even if they are tendered at prices at or below the purchase price.
Proration. If
proration of tendered shares is required, we will determine the proration factor promptly following the Expiration Time. Subject
to adjustment to avoid the purchase of fractional shares, proration for each stockholder tendering shares will be based on the
ratio of the number of shares properly tendered and not properly withdrawn by the stockholder to the total number of shares properly
tendered and not properly withdrawn by all stockholders, at or below the purchase price selected by us. Because of the difficulty
in determining the number of shares properly tendered and not properly withdrawn, we expect that we will not be able to announce
the final proration factor or commence payment for any shares purchased pursuant to the Offer until up to ten business days after
the Expiration Time. The preliminary results of any proration will be announced by press release promptly after the Expiration
Time. After the Expiration Time, stockholders may obtain preliminary proration information from the Information Agent and also
may be able to obtain the information from their brokers.
As described in Section
13, the number of shares that we will purchase from a stockholder under the Offer may affect the U.S. federal income tax consequences
to that stockholder and, therefore, may be relevant to a stockholder’s decision whether or not to tender shares and whether
to condition any tender upon our purchase of a stated number of Shares held by such stockholder.
This Offer to Purchase
and the related Letter of Transmittal will be mailed to record holders of shares and will be furnished to brokers, dealers, commercial
banks and trust companies whose names, or the names of whose nominees, appear on our stockholder list or, if applicable, who are
listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of
shares.
| 2. | Purpose of the Tender Offer; Certain
Effects of the Tender Offer; Other Plans |
Purpose of the Tender
Offer. On May 21, 2015, our Board of Directors approved a tender offer for up to 80,000 shares of our common stock, representing
an aggregate purchase price of approximately $5.0 million at the maximum offer price of $63.00, plus an additional amount of shares
up to 2% of our total outstanding shares (or approximately 148,566 additional shares), which we may accept for payment in the Offer
in accordance with the rules of the SEC. Our Board of Directors has determined that the Offer is a prudent use of our financial
resources and presents an appropriate balance between meeting the needs of our business and delivering value to our stockholders.
Our Board of Directors determined that a cash tender offer is an appropriate mechanism to return capital to stockholders that seek
liquidity under current market conditions while, at the same time, allowing stockholders to share in a higher portion of our future
potential.
We believe that the modified
“Dutch Auction” tender offer set forth in this Offer to Purchase represents a mechanism to provide all of our stockholders
with the opportunity to tender all or a portion of their shares and, thereby, receive a return of their investment if they so elect.
The Offer provides stockholders (particularly those who, because of the size of their shareholdings, might not be able to sell
their shares without potential disruption to the share price) with an opportunity to obtain liquidity with respect to all or a
portion of their shares, without potential disruption to the share price and the usual transaction costs associated with market
sales. In addition, if we complete the Offer, stockholders who do not participate in the Offer will automatically increase their
relative percentage ownership interest in us and our future operations at no additional cost to them.
The Offer also provides
our stockholders with an efficient way to sell their shares without incurring broker’s fees or commissions associated with
open market sales.
Neither we nor any
member of our Board of Directors, the Depositary, or the Information Agent is making any recommendation to any stockholder
as to whether to tender or refrain from tendering any shares or as to the purchase price or purchase prices at which stockholders
may choose to tender their shares. We have not authorized any person to make any such recommendation. Stockholders should carefully
evaluate all information in the Offer. Stockholders are also urged to consult with their tax advisors to determine the consequences
to them of participating or not participating in the Offer, and should make their own decisions about whether to tender shares
and, if so, how many shares to tender and the purchase price or purchase prices at which to tender. In doing so, you should read
carefully the information in this Offer to Purchase and in the related Letter of Transmittal.
Our directors and
executive officers are entitled to participate in the Offer on the same basis as all other stockholders. The Chairman of our Board
of Directors, Mr. Matthew T. Moroun, has advised us that, although no final decision has been made, he or the Moroun Trust, of
which he is a co-trustee and a beneficiary, may tender up to a total of 230,000 shares that they beneficially own in the
Offer. Mr. Moroun and the Moroun Trust collectively beneficially own approximately 58% of the outstanding shares of our common
stock. In addition, our President and Chief Executive Officer, Mr. Daniel H. Cushman, and a director, Mr. W. Scott Davis, each
has advised us that, although no final decision has been made, Mr. Cushman may tender up to 14,800 shares that he beneficially
owns in the Offer and Mr. Davis may tender up to 10,000 shares that he beneficially owns in the Offer. Our other directors and
executive officers have advised us that they do not intend to tender any of their shares in the Offer.
If Messrs. Moroun,
Cushman, Davis and the Moroun Trust properly tender all of the shares which they have indicated they may tender in this Offer,
the Offer will be oversubscribed, even if we exercise our right to increase the number of shares accepted for payment by up to
an additional 2% of our outstanding shares (or approximately 148,566 additional shares). In such circumstance, the price(s) at
which Messrs. Moroun, Cushman, Davis and the Moroun Trust tender their shares could determine the price at which all of the shares
accepted for payment are purchased. Additionally, if the Offer is oversubscribed, we will purchase shares on a pro rata basis from
all stockholders who properly tender shares at or below the purchase price we determine. See Section 1. Therefore, if you
wish to maximize the chance that your shares will be purchased and wish to maximize the number of your shares accepted for payment,
you should tender as many shares as you own and are willing to sell in the Offer and select the option to tender your shares at
the “Price Determined Under the Offer” indicating that you will accept the purchase price we determine.
Certain Effects of
the Offer. Stockholders who do not tender their shares pursuant to the Offer and stockholders who otherwise retain an equity
interest in the Company as a result of a partial tender of shares or proration will continue to be owners of the Company. As a
result, those stockholders will realize a proportionate increase in their relative equity interest in the Company and, thus, in
our future earnings and assets, if any, and will bear the attendant risks associated with owning our equity securities, including
risks resulting from our purchase of shares. However, we may not be able to issue additional shares or equity interests in the
future. Stockholders may be able to sell non-tendered shares in the future on NASDAQ or otherwise, at a net price significantly
higher or lower than the purchase price in the Offer. We can give no assurance, however, as to the price at which a stockholder
may be able to sell his or her shares in the future.
Shares we acquire pursuant
to the Offer will be held in treasury and will be available for us to issue without further stockholder action (except as required
by applicable law or the rules of NASDAQ) for purposes including, without limitation, acquisitions, raising additional capital
and the satisfaction of obligations under existing or future employee benefit or compensation programs or stock plans or compensation
programs for directors.
The Offer will reduce
our “public float” (the number of shares owned by non-affiliate stockholders and available for trading in the securities
markets), and is likely to reduce the number of our stockholders. These reductions may result in lower or higher stock prices and/or
reduced liquidity in the trading market for our common stock following completion of the Offer.
Our directors and executive
officers are entitled to participate in the Offer on the same basis as all other stockholders. The Chairman of our Board of Directors,
Mr. Matthew T. Moroun, has advised us that, although no final decision has been made, he or the Moroun Trust, of which he is a
co-trustee and a beneficiary, may tender up to a total of 230,000 shares that they beneficially own in the Offer. Mr. Moroun and
the Moroun Trust collectively beneficially own approximately 58% of the outstanding shares of our common stock. In addition, our
President and Chief Executive Officer, Mr. Daniel H. Cushman, and a director, Mr. W. Scott Davis, each has advised us that, although
no final decision has been made, Mr. Cushman may tender up to 14,800 shares that he beneficially owns in the Offer and Mr. Davis
may tender up to 10,000 shares that he beneficially owns in the Offer. Our other directors and executive officers have advised
us that they do not intend to tender any of their shares in the Offer. As a result, the proportional holdings of our directors
and executive officers who do not participate in the Offer will increase following the consummation of the Offer. After termination
of the Offer, our directors and executive officers may, in compliance with applicable law, sell their shares in open market transactions
after the Offer at prices that may or may not be more favorable than the purchase price to be paid to our stockholders in the Offer.
See Section 10.
Except for the foregoing
and as otherwise disclosed in this Offer to Purchase or the documents incorporated by reference herein, we currently have no plans,
proposals or negotiations underway that relate to or would result in:
| • | any extraordinary transaction, such as a merger, reorganization or liquidation, involving us or any
of our subsidiaries; |
| • | any purchase, sale or transfer of an amount of our assets or any of our subsidiaries’ assets
which is material to us and our subsidiaries, taken as a whole; |
| • | any change in our present board of directors or management or any plans or proposals to change the
number or the term of directors (except that we may fill any existing vacancies on the board and vacancies arising on the board
in the future) or to change any material term of the employment contract of any executive officer; |
| • | any material change in our present dividend rate or policy, our indebtedness or capitalization, our
corporate structure or our business; |
| • | any class of our equity securities ceasing to be authorized to be listed on NASDAQ; |
| • | the termination of registration under Section 12(g) of the Exchange Act of any class of our equity
securities; |
| • | the suspension of our obligation to file reports under Section 15(d) of the Exchange Act; |
| • | the acquisition or disposition by any person of our securities; or |
| • | any changes in our charter or by-laws that could impede the acquisition of control of us. |
Notwithstanding the foregoing,
as part of our long-term corporate goal of increasing stockholder value, we have regularly considered alternatives to enhance stockholder
value, including open market repurchases of our shares, modifications of our dividend policy, strategic acquisitions and business
combinations, and we intend to continue to consider alternatives to enhance stockholder value. Except as otherwise disclosed in
this Offer to Purchase, as of the date hereof, no agreements, understandings or decisions have been reached and there can be no
assurance that we will decide to undertake any such alternatives. Additionally, from time-to-time we may liquidate, merge or reorganize
our subsidiaries for tax and corporate-related purposes.
| 3. | Procedures for Tendering Shares |
Valid Tender. For
a stockholder to make a valid tender of shares under the Offer:
| (i) | the Depositary must receive, at one of its addresses set forth on the
back cover of this Offer to Purchase and prior to the Expiration Time: |
| · | a Letter of Transmittal, properly completed and duly executed, together with any required signature
guarantees, or, in the case of a book-entry transfer, an “agent’s message” (see “—Book-Entry
Transfer” below), and any other required documents; and |
| · | either certificates representing the tendered shares or, in the case of tendered shares delivered
in accordance with the procedures for book-entry transfer we describe below, a book-entry confirmation of that delivery (see
“—Book-Entry Transfer” below); or |
| (ii) | the tendering stockholder must, before the Expiration Time, comply with
the guaranteed delivery procedures we describe below. |
If a broker, dealer,
commercial bank, trust company or other nominee holds your shares, it is likely the nominee has established an earlier deadline
for you to act to instruct the nominee to accept the Offer on your behalf. We urge you to contact your broker, dealer, commercial
bank, trust company or other nominee to find out the nominee’s applicable deadline.
The valid tender of shares
by you by one of the procedures described in this Section 3 will constitute a binding agreement between you and us on the terms
of, and subject to the conditions to, the Offer.
In accordance with
Instruction 5 of the Letter of Transmittal, each stockholder desiring to tender shares pursuant to the Offer must either (1) check
the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Under the Offer,”
in which case you will be deemed to have tendered your shares at the minimum price of $59.00 per share or (2) check one, and only
one, of the boxes corresponding to the price at which shares are being tendered in the section of the Letter of Transmittal captioned
“Price (in Dollars) Per Share at Which Shares Are Being Tendered.” A tender of shares will be proper only if one, and
only one, of these boxes is checked on the Letter of Transmittal.
If tendering stockholders
wish to maximize the chance that their shares will be purchased, they should check the box in the section of the Letter of Transmittal
captioned “Shares Tendered at Price Determined Under the Offer.” For purposes of determining the purchase price, those
shares that are tendered by stockholders agreeing to accept the purchase price determined in the Offer will be deemed to be tendered
at the minimum price of $59.00 per share. See Section 7 for recent market prices for the shares.
If tendering stockholders
wish to indicate a specific price (in multiples of $1.00) at which their shares are being tendered, they must check the applicable
price box in the section of the Letter of Transmittal captioned “Price (in Dollars) per Share at Which Shares Are Being Tendered.”
Tendering stockholders should be aware that this election could mean that none of their shares will be purchased if the price selected
by the stockholder is higher than the purchase price we eventually select after the Expiration Time.
A stockholder who wishes
to tender shares at more than one price must complete a separate Letter of Transmittal for each price at which shares are being
tendered. The same shares cannot be tendered (unless previously properly withdrawn in accordance with the terms of the Offer) at
more than one price. In case of withdrawal, stockholders who tendered multiple prices pursuant to multiple Letters of Transmittal
must comply with the procedures set forth in Section 4.
We urge stockholders
who hold shares through brokers or banks to consult the brokers or banks to determine whether transaction costs are applicable
if they tender shares through the brokers or banks and not directly to the Depositary.
Book-Entry Transfer.
For purposes of the Offer, the Depositary will establish an account for the shares at The Depository Trust Company (the “book-entry
transfer facility”) within two business days after the date of this Offer to Purchase. Any financial institution that is
a participant in the book-entry transfer facility’s system may make book-entry delivery of shares by causing the book-entry
transfer facility to transfer those shares into the Depositary’s account in accordance with the book-entry transfer facility’s
procedures for that transfer. Although delivery of shares may be effected through book-entry transfer into the Depositary’s
account at the book-entry transfer facility, the Letter of Transmittal, properly completed and duly executed, with any required
signature guarantees, or an agent’s message, and any other required documents must, in any case, be transmitted to, and received
by, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Time,
or the tendering stockholder must comply with the guaranteed delivery procedures we describe below.
The confirmation of a
book-entry transfer of shares into the Depositary’s account at the book-entry transfer facility as we describe above is referred
to herein as a “book-entry confirmation.” Delivery of documents to the book-entry transfer facility in accordance
with the book-entry transfer facility’s procedures will not constitute delivery to the Depositary.
The term “agent’s
message” means a message transmitted by the book-entry transfer facility to, and received by, the Depositary and forming
a part of a book-entry confirmation, stating that the book-entry transfer facility has received an express acknowledgment from
the participant tendering shares through the book-entry transfer facility that the participant has received and agrees to be bound
by the terms of the Letter of Transmittal and that we may enforce that agreement against that participant.
Method of Delivery.
The method of delivery of shares, the Letter of Transmittal and all other required documents, including delivery through
the book-entry transfer facility, is at the election and risk of the tendering stockholder. Shares will be deemed delivered only
when actually received by the Depositary (including, in the case of a book-entry transfer, by book-entry confirmation). If you
plan to make delivery by mail, we recommend that you deliver by registered mail with return receipt requested and obtain proper
insurance. In all cases, sufficient time should be allowed to ensure timely delivery.
Signature Guarantees.
No signature guarantee will be required on a Letter of Transmittal for shares tendered thereby if:
| • | the “registered holder(s)” of those shares signs the Letter of Transmittal and has not
completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions”
in the Letter of Transmittal; or |
| • | those shares are tendered for the account of an “eligible institution.” |
For purposes hereof,
a “registered holder” of tendered shares will include any participant in the book-entry transfer facility’s system
whose name appears on a security position listing as the owner of those shares, and an “eligible institution” is a
“financial institution,” which term includes most commercial banks, savings and loan associations and brokerage houses,
that is a participant in any of the following: (i) the Securities Transfer Agents Medallion Program; (ii) the New York Stock Exchange,
Inc. Medallion Signature Program; or (iii) the Stock Exchange Medallion Program.
Except as we describe
above, all signatures on any Letter of Transmittal for shares tendered thereby must be guaranteed by an eligible institution. See
Instructions 1 and 6 to the Letter of Transmittal. If the certificates for shares are registered in the name of a person other
than the signer of the Letter of Transmittal, or if payment is to be made or certificates for shares not tendered or not accepted
for payment are to be returned to a person other than the registered holder of the certificates surrendered, then the tendered
certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of
the registered holders or owners appear on the certificates, with the signatures on the certificates or stock powers guaranteed
as aforesaid. See Instructions 1 and 6 to the Letter of Transmittal.
Guaranteed Delivery.
If you wish to tender shares under the Offer and your certificates for shares are not immediately available or the procedures
for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Depositary
prior to the Expiration Time, your tender may be effected if all the following conditions are met:
| • | your tender is made by or through an eligible institution; |
| • | a properly completed and duly executed Notice of Guaranteed Delivery, in the form we have provided,
is received by the Depositary, as provided below, prior to the Expiration Time; and |
| • | the Depositary receives, at one of its addresses set forth on the back cover of this Offer to Purchase
and within the period of three business days after the date of execution of that Notice of Guaranteed Delivery, either: (i) the
certificates representing the shares being tendered, in the proper form for transfer, together with (1) a Letter of Transmittal,
which has been properly completed and duly executed and includes all signature guarantees required thereon and (2) all other required
documents; or (ii) confirmation of book-entry transfer of the shares into the Depositary’s account at the book-entry transfer
facility, together with (1) either a Letter of Transmittal, which has been properly completed and duly executed and includes all
signature guarantees required thereon or an agent’s message, and (2) all other required documents. |
A Notice of Guaranteed
Delivery must be delivered to the Depositary by overnight courier, facsimile transmission or mail before the Expiration Time and
must include a guarantee by an eligible institution in the form set forth in the Notice of Guaranteed Delivery.
Stock Options and
Other Equity Awards. Holders of vested but unexercised options to purchase Company shares may exercise such options in accordance
with the terms of the stock option plan and tender the shares received upon such exercise in accordance with the Offer. An election
to exercise Company stock options is irrevocable, which means that if the shares resulting from exercise are not purchased in the
Offer for any reason, as discussed in Section 3 above, the purchaser will continue to hold such shares and will not be given an
opportunity to unwind the stock option exercise by the Company.
If a holder of vested
stock options wishes to sell shares issuable pursuant to unexercised options, he or she must:
| (1) | exercise any such vested options by submitting a written exercise notice to the Company’s stock
administrator (as well as the applicable exercise price to the Company and, if applicable, pay any taxes that must be withheld
as a result of the exercise) before the Exercise Deadline, and |
| (2) | submit an election to participate in the Offer prior to the Expiration Time. |
If a holder of vested
stock options wishes to sell shares in the Offer that were issuable upon exercise of a Company stock option and for any reason
(a) he or she fails to properly or timely complete and submit an option exercise notice, and/or (b) he or she fails to pay the
applicable exercise price for any option that is exercised (including any necessary tax amounts), in either case, before the Exercise
Deadline, then such individual will not be eligible to sell shares subject to such option in the Offer.
Holders of vested but
unexercised options should evaluate this Offer to Purchase carefully to determine if participation would be advantageous to them,
based on their stock option exercise prices, the date of their stock option grants and the years left to exercise their options,
the range of tender prices, the tax consequences of choosing to exercise any options, and the provisions for pro rata purchases
by the Company described in Section 1 above. We strongly encourage holders of vested stock options to discuss the Offer with
their tax advisor, broker and/or financial advisor. Holders of unvested and unexercised stock options, unvested stock awards
and other restricted equity interests cannot tender such shares or shares represented by such interests.
Return of Unpurchased
Shares. The Depositary will return certificates for unpurchased shares promptly after the expiration or termination of the
Offer or the proper withdrawal of the shares, as applicable, or, in the case of shares tendered by book-entry transfer at the book-entry
transfer facility, the Depositary will credit the shares to the appropriate account maintained by the tendering stockholder at
the book-entry transfer facility, in each case without expense to the stockholder.
Tendering Stockholders’
Representation and Warranty; Our Acceptance Constitutes an Agreement. It is a violation of Rule 14e-4 promulgated under the
Exchange Act for a person acting alone or in concert with others, directly or indirectly, to tender shares for such person’s
own account unless at the time of tender and at the Expiration Time such person has a “net long position” in (a) the
shares that is equal to or greater than the amount tendered and will deliver or cause to be delivered such shares for the purpose
of tendering to us within the period specified in the Offer or (b) other securities immediately convertible into, exercisable for
or exchangeable into shares (“Equivalent Securities”) that is equal to or greater than the amount tendered and, upon
the acceptance of such tender, will acquire such shares by conversion, exchange or exercise of such Equivalent Securities to the
extent required by the terms of the Offer and will deliver or cause to be delivered such shares so acquired for the purpose of
tender to us within the period specified in the Offer. Rule 14e-4 also provides a similar restriction applicable to the tender
or guarantee of a tender on behalf of another person. A tender of shares made pursuant to any method of delivery set forth herein
will constitute the tendering stockholder’s acceptance of the terms and conditions of the Offer, as well as the tendering
stockholder’s representation and warranty to us that (a) such stockholder has a “net long position” in shares
or Equivalent Securities at least equal to the shares being tendered within the meaning of Rule 14e-4, and (b) such tender of shares
complies with Rule 14e-4. Our acceptance for payment of shares tendered pursuant to the Offer will constitute a binding agreement
between the tendering stockholder and us upon the terms and subject to the conditions of the Offer.
Determination of Validity;
Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects. All questions as to the number of shares to
be accepted, the price to be paid for shares to be accepted and the validity, form, eligibility (including time of receipt) and
acceptance for payment of any tender of shares will be determined by us, in our sole discretion, and our determination will be
final and binding on all persons participating in the Offer, subject to such Offer participant’s disputing such determination
in a court of competent jurisdiction. We reserve the absolute right prior to the expiration of the Offer to reject any or all tenders
we determine not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of our counsel,
be unlawful. We also reserve the absolute right to waive any conditions of the Offer with respect to all stockholders or any defect
or irregularity in any tender with respect to any particular shares or any particular stockholder whether or not we waive similar
defects or irregularities in the case of other stockholders. No tender of shares will be deemed to have been validly made until
all defects or irregularities relating thereto have been cured or waived. None of us, the Depositary, the Information Agent or
any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability
for failure to give any such notification. Our reasonable interpretation of the terms of and conditions to the Offer, including
the Letter of Transmittal and the instructions thereto, will be final and binding on all persons participating in the Offer, subject
to such Offer participant’s disputing such determination in a court of competent jurisdiction. By tendering shares to us,
you agree to accept all decisions we make concerning these matters and waive any right you might otherwise have to challenge those
decisions.
U.S. Federal Income
Tax Backup Withholding and Withholding. Under the U.S. backup withholding rules, 28% of the gross proceeds payable to a stockholder
or other payee pursuant to the Offer must be withheld and remitted to the U.S. Treasury, unless the stockholder or other payee
provides its taxpayer identification number (employer identification number or social security number) to the Depositary and certifies
that such number is correct or an exemption otherwise applies under applicable Treasury regulations. Therefore, except as provided
below, each tendering stockholder that is a U.S. Holder (as defined in Section 13) should complete and sign the IRS Form W-9 included
as part of the Letter of Transmittal so as to provide the information and certification necessary to avoid backup withholding.
Backup withholding is not an additional tax. Rather, the amount of backup withholding can be refunded by the IRS or credited against
the U.S. federal income tax liability of the person subject to backup withholding, provided the required information is timely
furnished to the IRS. Payments of sale proceeds to U.S. stockholders by a broker and payments of dividends generally will be subject
to information reporting to the Internal Revenue Service.
Certain stockholders
(including, among others, certain corporations and certain foreign individuals and entities) are not subject to backup withholding.
In order for a foreign stockholder to qualify as a recipient exempt from backup withholding, that stockholder must submit a statement
(generally, an IRS Form W-8BEN or other applicable IRS Form W-8), signed under penalties of perjury, attesting to that stockholder’s
exempt status. Such statements can be obtained from the Depositary or from the IRS at www.irs.gov. Backup withholding generally
will not apply to amounts subject to the 30% or treaty-reduced rate of withholding as described below.
ANY TENDERING STOCKHOLDER
OR OTHER PAYEE THAT FAILS TO COMPLETE FULLY AND SIGN THE IRS FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL OR APPLICABLE IRS FORM
W-8 MAY BE SUBJECT TO REQUIRED U.S. BACKUP WITHHOLDING AT A RATE EQUAL TO 28% OF THE GROSS PROCEEDS PAID TO SUCH STOCKHOLDER OR
OTHER PAYEE PURSUANT TO THE OFFER.
Gross proceeds payable
pursuant to the Offer to a foreign stockholder or his or her agent will be subject to U.S. withholding tax at a rate of 30%, unless
the Depositary determines that a reduced or zero rate of withholding is applicable pursuant to an applicable income tax treaty
or that an exemption from withholding is applicable because such gross proceeds are effectively connected with the conduct of a
trade or business by the foreign stockholder within the United States and, in either case, the foreign stockholder provides the
appropriate certification, as described below. For this purpose, a foreign stockholder is any stockholder (other than a partnership
or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) that is not for U.S. federal income
tax purposes: (a) an individual citizen or resident of the United States, (b) a corporation (or other entity treated as a corporation
for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the
District of Columbia or otherwise treated as such for U.S. federal income tax purposes, (c) an estate the income of which is subject
to U.S. federal income taxation regardless of its source, or (d) a trust if (i) a court within the United States can exercise primary
supervision of the trust’s administration and one or more U.S. persons have the authority to control all substantial decisions
of the trust or (ii) it has a valid election in effect under applicable regulations to be treated as a U.S. person. If a partnership
(including for this purpose any entity or arrangement, domestic or foreign, treated as a partnership for U.S. federal income tax
purposes) is a beneficial owner of our stock, the tax treatment of a partner in the partnership generally will depend upon the
status of the partner and the activities of the partnership. A beneficial owner that is a partnership, and partners in such partnership,
should consult their own tax advisors. A foreign stockholder may be eligible to file for a refund from the IRS of all or a portion
of such tax withheld if such stockholder meets the “complete termination,” “substantially disproportionate”
or “not essentially equivalent to a dividend” tests described in Section 13 or if such stockholder is entitled to a
reduced or zero rate of withholding pursuant to an applicable income tax treaty and the Depositary withheld at a higher rate. In
order to obtain a reduced or zero rate of withholding under an applicable income tax treaty, a foreign stockholder must deliver
to the Depositary before the payment a properly completed and executed IRS Form W-8BEN (or other applicable IRS Form W-8), including
a U.S. taxpayer identification number, claiming such exemption or reduction. In order to claim an exemption from withholding on
the grounds that gross proceeds paid pursuant to the Offer are effectively connected with the conduct of a trade or business by
the foreign stockholder within the United States, the foreign stockholder must deliver to the Depositary before the payment is
made a properly completed and executed IRS Form W-8ECI claiming such exemption. Such forms can be obtained from the Depositary
or from the IRS at www.irs.gov. Backup withholding generally will not apply to amounts subject to the 30% or a treaty-reduced rate
of withholding. We must report annually to the IRS any dividends paid to a foreign stockholder and the tax withheld with respect
to such dividends. Copies of these reports may be made available to tax authorities in the country where the foreign stockholder
resides. Foreign stockholders are urged to consult their own tax advisors regarding the application of U.S. federal withholding
tax, including eligibility for a withholding tax reduction or exemption and the refund procedure.
Lost Certificates.
If the share certificates which a registered holder wants to surrender have been lost, destroyed or stolen, the stockholder
should promptly notify the Depositary at (800) 546-5141. The Depositary will instruct the stockholder as to the steps that must
be taken in order to replace the certificates.
Tax Consequences of
Exercise of Vested Options. If an optionholder exercises a vested NSO, such optionholder will recognize ordinary income equal
to the excess of (a) the fair market value of the NSO shares on the exercise date over (b) the exercise price paid for those shares.
The optionholder’s election to participate in the Offer will not alter this result. Employees will be subject to withholding
for federal income tax, employment taxes and any applicable state and local taxes required to be withheld from wages on such amount.
Any difference between (a) the total sale price of those shares and (b) the fair market value of those shares at the time of exercise
generally is expected to be treated as capital gain or loss (short-term if you have held the shares for one year or less since
the time of exercise; long-term if you have held the shares for more than one year).
Important Note:
If an optionholder is a citizen or tax resident or subject to the tax laws of more than one country, there might be additional
or different tax and social insurance consequences that may apply to such individual.
Except as this Section
4 otherwise provides, tenders of shares are irrevocable. You may withdraw shares that you have previously tendered under the Offer
according to the procedures we describe below at any time prior to the Expiration Time, unless we extend the Offer, for all shares.
You may also withdraw your previously tendered shares at any time after the end of the day, 12:00 Midnight, Eastern Time, on July
21, 2015, unless such shares have been accepted for payment as provided in the Offer.
For a withdrawal to be
effective, a written notice of withdrawal must:
| • | be received in a timely manner by the Depositary at one of its addresses set forth on the back cover
of this Offer to Purchase; and |
| • | specify the name of the person having tendered the shares to be withdrawn, the number of shares to
be withdrawn and the name of the registered holder of the shares to be withdrawn, if different from the name of the person who
tendered the shares. |
If certificates for shares
have been delivered or otherwise identified to the Depositary, then, prior to the physical release of those certificates, the serial
numbers shown on those certificates must be submitted to the Depositary and, unless an eligible institution has tendered those
shares, an eligible institution must guarantee the signatures on the notice of withdrawal.
If a stockholder has
used more than one Letter of Transmittal or has otherwise tendered shares in more than one group of shares, the stockholder may
withdraw shares using either separate notices of withdrawal or a combined notice of withdrawal, so long as the information specified
above is included.
If shares have been delivered
in accordance with the procedures for book-entry transfer described in Section 3, any notice of withdrawal must also specify the
name and number of the account at the book-entry transfer facility to be credited with the withdrawn shares and otherwise comply
with the book-entry transfer facility’s procedures.
Withdrawals of tenders
of shares may not be rescinded, and any shares properly withdrawn will thereafter be deemed not validly tendered for purposes of
the Offer. Withdrawn shares may be retendered at any time prior to the Expiration Time by again following one of the procedures
described in Section 3.
We will decide, in our
sole discretion, all questions as to the form and validity, including time of receipt, of notices of withdrawal, and each such
decision will be final and binding on all persons participating in the Offer, subject to such other participants disputing such
determination in a court of competent jurisdiction. We also reserve the absolute right to waive any defect or irregularity in the
withdrawal of shares by any stockholder, whether or not we waive similar defects or irregularities in the case of any other stockholder.
None of us, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects
or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.
If we extend the Offer,
are delayed in our purchase of shares, or are unable to purchase shares under the Offer as a result of a failure of a condition
disclosed in Section 6, then, without prejudice to our rights under the Offer, the Depositary may, subject to applicable law, retain
tendered shares on our behalf, and such shares may not be withdrawn except to the extent tendering stockholders are entitled to
withdrawal rights as described in this Section 4. Our reservation of the right to delay payment for shares which we have accepted
for payment is limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires that we must pay the consideration
offered or return the shares tendered promptly after termination or withdrawal of a tender offer.
| 5. | Purchase of Shares and Payment of
Purchase Price |
Upon the terms and subject
to the conditions of the Offer, promptly following the Expiration Time, we will (1) determine a single per-share purchase price
we will pay for the shares properly tendered and not properly withdrawn before the Expiration Time, taking into account the number
of shares tendered and the prices specified by tendering stockholders, and (2) subject to certain limitations and legal requirements,
decide whether to accept for payment up to an additional 2% of our outstanding shares (or approximately 148,566 additional shares),
properly tendered at prices at or below the purchase price, and not properly withdrawn before the Expiration Time. In exercising
this right, we may increase the purchase price to allow us to purchase all such additional shares.
For purposes of the Offer,
we will be deemed to have accepted for payment (and therefore purchased), subject to the proration provisions of this Offer, shares
that are properly tendered at or below the purchase price selected by us and not properly withdrawn only when, as and if we give
oral or written notice to the Depositary of our acceptance of the shares for payment pursuant to the Offer.
Upon the terms and subject
to the conditions of the Offer, we will accept for payment and pay the per-share purchase price for all of the shares accepted
for payment pursuant to the Offer promptly after the Expiration Time. In all cases, payment for shares tendered and accepted for
payment pursuant to the Offer will be made promptly, subject to possible delay in the event of proration, but only after timely
receipt by the Depositary of:
| • | certificates for shares, or a timely book-entry confirmation of the deposit of shares into the Depositary’s
account at the book-entry transfer facility, |
| • | a properly completed and duly executed Letter of Transmittal, or, in the case of a book-entry transfer,
an agent’s message, and |
| • | any other required documents. |
We will pay for shares
purchased pursuant to the Offer by depositing the aggregate purchase price for the shares with the Depositary, which will act as
agent for tendering stockholders for the purpose of receiving payment from us and transmitting payment to the tendering stockholders.
In the event of proration,
we will determine the proration factor and pay for those tendered shares accepted for payment promptly after the Expiration Time.
However, we expect that we will not be able to announce the final results of any proration or commence payment for any shares purchased
pursuant to the Offer until up to 10 business days after the Expiration Time. Certificates for all shares tendered and not purchased,
including all shares tendered at prices in excess of the purchase price and shares not purchased due to proration will be returned
or, in the case of shares tendered by book-entry transfer, will be credited to the account maintained with the book-entry transfer
facility by the participant who delivered the shares to the tendering stockholder at our expense promptly after the Expiration
Time or termination of the Offer.
Under no circumstances
will we pay interest on the purchase price, including but not limited to, by reason of any delay in making payment. In addition,
if certain events occur, we may not be obligated to purchase shares pursuant to the Offer. See Section 6.
We will pay all stock
transfer taxes, if any, payable on the transfer to us of shares purchased pursuant to the Offer. If, however, payment of the purchase
price is to be made to, or (in the circumstances permitted by the Offer) if unpurchased shares are to be registered in the name
of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than
the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered
holder or the other person), payable on account of the transfer to the person will be deducted from the purchase price unless satisfactory
evidence of the payment of the stock transfer taxes, or exemption from payment of the stock transfer taxes, is submitted. See
Instruction 7 of the Letter of Transmittal.
Any tendering stockholder
or other payee that is a U.S. Holder and that fails to complete fully, sign and return to the Depositary the IRS Form W-9 included
with the Letter of Transmittal or the applicable IRS Form W-8 may be subject to required U.S. backup withholding at a rate equal
to 28% of the gross proceeds paid to the stockholder or other payee pursuant to the Offer. Any foreign stockholder will be subject
to withholding at a rate of 30% on payments received pursuant to the Offer, unless the Depositary determines that a reduced or
zero rate of withholding is applicable pursuant to an applicable tax treaty or that an exemption from withholding is applicable
because such gross proceeds are effectively connected with the conduct of a trade or business by the foreign stockholder within
the United States. See Section 3.
| 6. | Conditions of the Tender Offer |
Notwithstanding any other
provision of the Offer, we will not be required to accept for payment, purchase or pay for any shares tendered, and may terminate
or amend the Offer or may postpone the acceptance for payment of, or the purchase of and the payment for shares tendered, subject
to Rule 13e-4(f)(5) under the Exchange Act (which requires that the issuer making the tender offer shall either pay the consideration
offered or return tendered securities promptly after the termination or withdrawal of the tender offer), if prior to the Expiration
Time any of the following events has occurred (or shall have been reasonably determined by us to have occurred) that, in our reasonable
judgment and regardless of the circumstances giving rise to the event or events (other than any such event or events that are proximately
caused by our action or failure to act), make it inadvisable to proceed with the Offer or with acceptance for payment:
| • | there has occurred any change in the general political, market, economic or financial conditions in
the United States or abroad that we deem is reasonably likely to materially and adversely affect our business or the trading in
the shares, including, but not limited to, the following: |
| ○ | any general suspension of, or general limitation on prices for, or trading in, securities on any national
securities exchange in the United States or in the over-the-counter market; |
| ○ | a declaration of a banking moratorium or any suspension of payments in respect of banks in the United
States or any limitation (whether or not mandatory) by any governmental agency or authority on, or any other event that, in our
reasonable judgment, could reasonably be expected to adversely affect, the extension of credit by banks or other financial institutions
in the United States; |
| ○ | the commencement or escalation of a war, armed hostilities or other similar national or international
calamity directly or indirectly involving the United States; |
| ○ | a decrease in excess of 10% in the market price for the shares or in the Dow Jones Industrial Average,
the New York Stock Exchange Composite Index, the NASDAQ Composite Index or the S&P 500 Composite Index; |
| ○ | in the case of any of the foregoing existing at the time of the commencement of the Offer, in our
reasonable judgment, a material acceleration or worsening thereof; |
| • | any change (or condition, event or development involving a prospective change) has occurred in the
business, properties, assets, liabilities, capitalization, stockholders’ equity, financial condition, operations, licenses,
results of operations or prospects of us or any of our subsidiaries or affiliates, taken as a whole, that, in our reasonable judgment,
does or is reasonably likely to have a materially adverse effect on us or any of our subsidiaries or affiliates, taken as a whole,
or we have become aware of any fact that, in our reasonable judgment, does or is reasonably likely to have a material adverse effect
on the value of the shares; |
| • | legislation amending the Internal Revenue Code of 1986, as amended (the “Code”), has been
passed by either the U.S. House of Representatives or the Senate or becomes pending before the U.S. House of Representatives or
the Senate or any committee thereof, the effect of which, in our reasonable judgment, would be to change the tax consequences of
the transaction contemplated by the Offer in any manner that would adversely affect us or any of our affiliates; |
| • | there has been threatened in writing, instituted, or pending any action, proceeding, application or
counterclaim by or before any court or governmental, administrative or regulatory agency or authority, domestic or foreign, or
any other person or tribunal, domestic or foreign, which: |
| ○ | challenges or seeks to challenge, restrain, prohibit or delay the making of the Offer, the acquisition
by us of the shares in the Offer, or any other matter relating to the Offer, or seeks to obtain any material damages or otherwise
relating to the transactions contemplated by the Offer; |
| ○ | seeks to make the purchase of, or payment for, some or all of the shares pursuant to the Offer illegal
or results in a delay in our ability to accept for payment or pay for some or all of the shares; |
| ○ | seeks to impose limitations on our ability (or any affiliate of ours) to acquire or hold or to exercise
full rights of ownership of the shares, including, but not limited to, the right to vote the shares purchased by us on all matters
properly presented to our stockholders; or |
| ○ | otherwise could reasonably be expected to materially adversely affect the business, properties, assets,
liabilities, capitalization, stockholders’ equity, financial condition, operations, licenses, results of operations or prospects
of us or any of our subsidiaries or affiliates, taken as a whole, or the value of the shares; |
| • | any action has been taken or any statute, rule, regulation, judgment, decree, injunction or order
(preliminary, permanent or otherwise) has been proposed, sought, enacted, entered, promulgated, enforced or deemed to be applicable
to the Offer or us or any of our subsidiaries or affiliates by any court, government or governmental agency or other regulatory
or administrative authority, domestic or foreign, which, in our reasonable judgment: |
| ○ | indicates that any approval or other action of any such court, agency or authority may be required
in connection with the Offer or the purchase of shares thereunder; |
| ○ | could reasonably be expected to prohibit, restrict or delay consummation of the Offer; or |
| ○ | otherwise could reasonably be expected to materially adversely affect the business, properties, assets,
liabilities, capitalization, stockholders’ equity, financial condition, operations, licenses or results of operations of
us or any of our subsidiaries or affiliates, taken as a whole; |
| • | a tender or exchange offer for any or all of our outstanding shares (other than this Offer), or any
merger, acquisition, business combination or other similar transaction with or involving us or any of our subsidiaries, has been
proposed, announced or made by any person or entity or has been publicly disclosed; |
| ○ | any entity, “group” (as that term is used in Section 13(d)(3) of the Exchange Act) or
person has acquired or proposes to acquire beneficial ownership of more than 5% of our outstanding shares, whether through the
acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other than as and to the extent
disclosed in a Schedule 13D or Schedule 13G filed with the SEC on or before May 20, 2015); |
| ○ | any entity, group or person who has filed a Schedule 13D or Schedule 13G with the SEC on or before
May 20, 2015, has acquired or proposes to acquire, whether through the acquisition of stock, the formation of a group, the grant
of any option or right, or otherwise, beneficial ownership of an additional 1% or more of our outstanding shares; |
| ○ | any person, entity or group has filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, reflecting an intent to acquire us or any of our shares, or has made a public announcement
reflecting an intent to acquire us or any of our subsidiaries or any of our assets or securities or our subsidiaries’ assets
or securities; |
| ○ | any approval, permit, authorization, favorable review or consent of any governmental entity required
to be obtained in connection with the Offer has not been obtained on terms satisfactory to us in our reasonable discretion; or |
| • | we determine that the consummation of the Offer and the purchase of the shares is reasonably likely
to cause the shares to be subject to delisting from NASDAQ. |
The conditions referred
to above are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any of these conditions
(other than conditions that are proximately caused by our action or failure to act), and may be waived by us, in whole or in part,
at any time and from time to time in our reasonable discretion prior to the Expiration Time. Our failure at any time to exercise
any of the foregoing rights will not be deemed a waiver of any right, and each such right will be deemed an ongoing right that
may be asserted at any time and from time to time prior to the Expiration Time. Any determination by us concerning the events described
above will be final and binding on all persons participating in the Offer, subject to such Offer participant’s disputing
such determination in a court of competent jurisdiction.
| 7. | Price Range of the Shares |
The shares are traded
on NASDAQ GLOBAL MARKET under the symbol “PTSI”. The following table sets forth, for each of the periods indicated,
the high and low sales prices per share as reported by NASDAQ, based on published financial sources.
Fiscal Year
Ending December 31, 2015
| |
High | | |
Low | |
First Quarter | |
$ | 63.70 | | |
$ | 49.77 | |
Second Quarter (through May 20, 2015) | |
| 67.61 | | |
| 54.01 | |
Fiscal Year
Ended December 31, 2014
| |
High | | |
Low | |
First Quarter | |
$ | 23.00 | | |
$ | 17.83 | |
Second Quarter | |
| 29.01 | | |
| 19.46 | |
Third Quarter | |
| 40.19 | | |
| 27.66 | |
Fourth Quarter | |
| 54.74 | | |
| 33.71 | |
Fiscal Year Ended December
31, 2013
| |
High | | |
Low | |
First Quarter | |
$ | 11.57 | | |
$ | 9.30 | |
Second Quarter | |
| 11.74 | | |
| 8.85 | |
Third Quarter | |
| 17.82 | | |
| 10.00 | |
Fourth Quarter | |
| 20.99 | | |
| 15.59 | |
On May 20, 2015, the
reported closing price of the shares quoted on NASDAQ was $57.04 per share. We urge stockholders to obtain a current market price
for the shares before deciding whether and at what purchase price or purchase prices to tender their shares.
| 8. | Source and Amount of Funds |
Assuming that 80,000
shares are purchased in the Offer at the maximum purchase price of $63.00 per share, the aggregate purchase price will be approximately
$5.0 million. Assuming that an additional amount of shares above the maximum of 80,000 shares are tendered in the Offer at the
maximum purchase price of $63.00 per share and we exercise in full our right to purchase an additional number of shares up to 2%
(approximately 148,566 shares) of our outstanding shares, the aggregate purchase price will be approximately $14.4 million. We
anticipate that we will pay for the shares tendered in the Offer, as well as paying related fees and expenses, from our cash, cash
equivalents and short-term investments and from funds borrowed under our existing line of credit.
Our existing line of
credit agreement with First Tennessee Bank National Association provides for maximum borrowings of $40.0 million and contains certain
restrictive covenants that must be maintained by the Company on a consolidated basis. Amounts outstanding under the line of credit
bear interest at LIBOR (determined as of the first day of each month) plus 1.50% (1.68% at May 20, 2015), are secured by our accounts
receivable and mature on July 1, 2016. Monthly payments of interest are required under this agreement. Also, under the terms of
the agreement the Company must have a debt to equity ratio of no more than 2.5:1 as of the end of each calendar quarter after March
31, 2015. At May 20, 2015, outstanding advances on the line of credit were approximately $1.1 million, consisting entirely of letters
of credit, with availability to borrow $38.9 million. We plan to repay any amounts borrowed under our line of credit in connection
with the purchase of the shares in this Offer through cash received from our operations in the ordinary course of business.
We will utilize a portion
of our existing cash in connection with the Offer and, as a result, will have reduced liquidity. However, we believe that, after
the Offer is completed, our then-available cash, cash equivalents and short-term investments, cash flow from operations and access
to capital will continue to provide us with adequate financial resources to meet our working capital requirements and to fund capital
expenditures as well as to engage in strategic activities. This Offer is not subject to any financing condition.
| 9. | Information About P.A.M. Transportation
Services, Inc. |
We are a truckload dry
van carrier transporting general commodities throughout the continental United States, as well as in certain Canadian provinces.
We also provide transportation services in Mexico under agreements with Mexican carriers. Our freight consists primarily of automotive
parts, expedited goods, consumer goods, such as general retail store merchandise, and manufactured goods, such as heating and air
conditioning units.
P.A.M. Transportation
Services, Inc. is a holding company incorporated under the laws of the State of Delaware in June 1986. We conduct operations through
the following wholly owned subsidiaries: P.A.M. Transport, Inc., T.T.X., LLC, P.A.M. Cartage Carriers, LLC, P.A.M. Logistics Services,
Inc., Choctaw Express, LLC, Choctaw Brokerage, Inc., Transcend Logistics, Inc., Decker Transport Co., LLC, East Coast Transport
and Logistics, LLC, S & L Logistics, Inc., and P.A.M. International, Inc. Our operating authorities are held by P.A.M. Transport,
Inc., P.A.M. Cartage Carriers, LLC, Choctaw Express, LLC, Choctaw Brokerage, Inc., T.T.X., LLC, Decker Transport Co., LLC, and
East Coast Transport and Logistics, LLC. Effective on January 1, 2010, the operations of most of the Company’s operating
subsidiaries were consolidated under the P.A.M. Transport, Inc. name in an effort to more clearly reflect the Company’s scope
and available service offerings.
We are headquartered
and maintain our primary terminal and maintenance facilities and our corporate and administrative offices in Tontitown, Arkansas,
which is located in northwest Arkansas, a major center for the trucking industry and where the support services (including warranty
repair services) for most major truck and trailer equipment manufacturers are readily available.
Operations
Our operations can generally
be classified into truckload services or brokerage and logistics services. Truckload services include those transportation services
in which we utilize company owned trucks or owner-operator owned trucks for the pickup and delivery of freight. The brokerage and
logistics services consist of services such as transportation scheduling, routing, mode selection, transloading and other value
added services related to the transportation of freight which may or may not involve the use of company owned or owner-operator
owned equipment. Both our truckload operations and our brokerage and logistics operations have similar economic characteristics
and are impacted by virtually the same economic factors as discussed below and elsewhere in our reports filed with the SEC. All
of the Company’s operations are in the motor carrier segment.
For both operations,
substantially all of our revenue is generated by transporting freight for customers and is predominantly affected by the rates
per mile received from our customers, equipment utilization, and our percentage of non-compensated miles. These aspects of our
business are carefully managed and efforts are continuously underway to achieve favorable results. During the first three months
of 2015 and the year ended December 31, 2014, truckload services operating revenues, before fuel surcharges represented 87.7% and
92.5% of total operating revenues, excluding fuel surcharges, respectively. The remaining revenues, excluding fuel surcharges,
were generated from our brokerage and logistics services.
The main factors that
impact our profitability on the expense side are costs incurred in transporting freight for our customers. Currently, our most
challenging costs include fuel, driver recruitment, training, wage and benefit costs, independent broker costs (which we record
as purchased transportation), insurance, and maintenance and capital equipment costs.
Our wide range of services
includes expedited services, dedicated fleet services, logistics services, time-definite delivery, two-person driving teams, cross-docking
and consolidation programs, specialized trailers, international services to Mexico and Canada, and Internet-based customer access
to delivery status. These services allow us to quickly and reliably respond to the diverse needs of our customers, and provide
an advantage in securing new business.
Revenue Equipment
On
May 20, 2015, we operated a fleet of 1,828 trucks, which includes 405 owner-operator trucks,
and 5,105 trailers. Our company-owned trucks are late model, well-maintained, premium trucks, which we believe help to attract
and retain drivers, maximize fuel efficiency, promote safe operations, minimize maintenance and repair costs, and improve customer
service by minimizing service interruptions caused by breakdowns. We evaluate our equipment purchasing decisions based on factors
such as initial cost, useful life, warranty terms, expected maintenance costs, fuel economy, driver comfort, customer needs, manufacturer
support, and resale value.
We contract with owner-operators
to provide greater flexibility in responding to fluctuations in consumer demand. Owner-operators provide their own trucks and are
contractually responsible for all associated expenses, including financing costs, fuel, maintenance, insurance, and taxes, among
other things. They are also responsible for maintaining compliance with the Federal Motor Carrier Safety Administration regulations.
Employees
On May 20, 2015, we employed
3,056 persons, of whom 2,460 were drivers, 186 were maintenance personnel, 200 were employed in operations, 44 were employed in
marketing, 99 were employed in safety and personnel, and 67 were employed in general administration and accounting. None of our
employees is represented by a collective bargaining unit and we believe that our employee relations are good.
Where You Can Find
More Information
We are subject to the
informational filing requirements of the Exchange Act, and, accordingly, are obligated to file reports, statements and other information
with the SEC relating to our business, financial condition and other matters. Information, as of particular dates, concerning directors
and officers, their remuneration, options granted to them, the principal holders of our securities and any material interest of
these persons in transactions with us is required to be disclosed in proxy statements distributed to our stockholders and filed
with the SEC. We also have filed an Issuer Tender Offer Statement on Schedule TO with the SEC that includes additional information
relating to the Offer.
These reports, statements
and other information can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E.,
Room 1580, Washington, D.C. 20549. Copies of this material may also be obtained by mail, upon payment of the SEC’s customary
charges, from the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. The SEC also maintains a web
site on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding
registrants that file electronically with the SEC.
Incorporation by Reference
The rules of the SEC
allow us to “incorporate by reference” information into this Offer to Purchase, which means that we can disclose important
information to you by referring you to another document filed separately with the SEC. The Offer incorporates by reference the
documents listed below, including the financial statements and the notes related thereto contained in those documents that have
been previously filed with the SEC. These documents contain important information about us.
(a) Our Annual Report
on Form 10-K for the year December 31, 2014, filed with the SEC on March 16, 2015.
(b) Our Quarterly
Report on Form 10-Q for the quarter ended March 31, 2015, filed with the SEC on April 29, 2015.
(c) Our Current Report
on Form 8-K, filed with the SEC on May 1, 2015.
(d) Our Definitive Proxy
Statement on Schedule 14A, dated March 24, 2015.
Any statement contained
in a document incorporated by reference into this Offer to Purchase shall be deemed to be modified or superseded to the extent
such statement is modified or superseded in this Offer to Purchase. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Offer to Purchase.
You can obtain any of
the documents incorporated by reference in this Offer to Purchase from us or from the SEC’s web site at the address described
above. Documents incorporated by reference are available from us without charge, excluding any exhibits to those documents. You
may request a copy of these filings at no cost, by writing or calling us at:
P.A.M. Transportation
Services, Inc.
297 West Henri De Tonti
Blvd.
Tontitown, Arkansas 72770
Attn: Corporate Secretary
(479) 361-9111
Please be sure to include
your complete name and address in your request. If you request any incorporated documents, we will mail them to you by first class
mail, or another equally prompt means, within one business day after we receive your request. You can find additional information
by visiting our website at: http://www.pamt.com. Information contained on our website is not part of, and is not incorporated into,
this Offer.
| 10. | Interest of Directors and Executive
Officers; Transactions and Arrangements Concerning the Shares |
As
of May 20, 2015, there are 7,428,340 shares of our common stock issued and outstanding. The
80,000 shares we are offering to purchase under the Offer represent approximately 1.1% of the total number of issued shares as
of May 20, 2015.
As of May 20, 2015, Matthew
T. Moroun, the Chairman of our Board of Directors, beneficially owns 4,332,052 shares, or approximately 58.22% of the total number
of outstanding shares of our common stock, and our directors and executive officers as a group, including Mr. Moroun (nine persons),
beneficially own an aggregate of 4,419,597 shares, or approximately 59.15% of the total outstanding shares. Mr. Moroun has advised
us that, although no final decision has been made, he or the Moroun Trust, of which he is a co-trustee and a beneficiary, may tender
up to a total of 230,000 shares that they beneficially own in the Offer. In addition, our President and Chief Executive Officer,
Mr. Daniel H. Cushman, and a director, Mr. W. Scott Davis, each has advised us that, although no final decision has been made,
Mr. Cushman may tender up to 14,800 shares that he beneficially owns in the Offer and Mr. Davis may tender up to 10,000 shares
that he beneficially owns in the Offer. Our other directors and executive officers have advised us that they do not intend to tender
any of their shares in the Offer. As a result, if no shares are tendered by Mr. Moroun or the Moroun Trust, Mr. Moroun’s
proportional holdings will increase to approximately 58.86% and the proportional holdings of our directors and executive officers
as a group will increase to approximately 59.79% of the total number of outstanding shares as of May 20, 2015, assuming that we
purchase 80,000 shares in the Offer. If Mr. Moroun and the Moroun Trust tender an aggregate of 230,000 shares, Mr. Cushman tenders
14,800 shares, Mr. Davis tenders 10,000 shares, we receive no tenders from other stockholders, and we purchase 80,000 shares in
the Offer, Mr. Moroun’s proportional holdings will decrease to approximately 57.88% and the proportional holdings of our
directors and executive officers as a group will decrease to approximately 58.71% of the total number of outstanding shares as
of May 20, 2015.
However, after termination
of the Offer, our directors and executive officers, including Mr. Moroun, may, in compliance with applicable law, sell their shares
in open market transactions at prices that may or may not be more favorable than the purchase price to be paid to our stockholders
in the Offer.
As
of February 5, 2015, Dimension Fund Advisors LP is the only beneficial owner, other than Matthew
T. Moroun, known to us to hold more than 5% of our common stock, beneficially owning shares which in the aggregate represent approximately
8.94% of the total number of outstanding shares. We have no information as to whether this entity will participate in the Offer.
Assuming we purchase 80,000 shares in the Offer, and that Dimension Fund Advisors LP does not tender any shares in the Offer, the
aggregate percentage beneficial ownership of Dimension Fund Advisors LP would be approximately 9.03%.
The
table below provides the aggregate number and percentage of shares of our common stock that are beneficially owned as of May 20,
2015, by Dimension Fund Advisors LP, each of our current directors and named executive officers, and our directors and named executive
officers as a group. The percentage beneficial ownership of each such beneficial owner as of May 20, 2015,
after giving effect to the Offer, appears in the last column of the table, assuming we purchase 80,000 shares in the Offer and
the person listed does not tender any shares in the Offer. Unless otherwise indicated, the address of each stockholder, director,
or officer listed in the table below is c/o P.A.M. Transportation Services, Inc., 297 West Henri De Tonti Blvd., Tontitown, Arkansas
72770.
| |
Prior to the Offer | | |
After the Offer | |
Name or Group of Beneficial Owner | |
Shares Beneficially Owned (1) | | |
Percent of Class (2) | | |
Percent of Class (2)(3) | |
5% Stockholders: | |
| | | |
| | | |
| | |
Dimensional Fund Advisors LP (4) | |
| 663,864 | | |
| 8.94 | % | |
| 9.03 | % |
Directors and Named Executive Officers: | |
| | | |
| | | |
| | |
Frederick P. Calderone | |
| 679 | | |
| | * | |
| | * |
Daniel H. Cushman (5) | |
| 16,800 | | |
| | * | |
| | * |
W. Scott Davis (6) | |
| 28,179 | | |
| | * | |
| | * |
Norman E. Harned | |
| 679 | | |
| | * | |
| | * |
Franklin McLarty | |
| 175 | | |
| -- | | |
| -- | |
Matthew T. Moroun (7) | |
| 4,332,052 | | |
| 58.22 | % | |
| 58.86 | % |
Manuel J. Moroun (8) | |
| 16,679 | | |
| | * | |
| | * |
Daniel C. Sullivan | |
| 23,679 | | |
| | * | |
| | * |
Allen West (9) | |
| 675 | | |
| | * | |
| | * |
Directors and named executive officers as a group | |
| 4,419,597 | | |
| 59.15 | % | |
| 59.79 | % |
|
* |
Denotes less than one percent. |
|
|
|
|
(1) |
The number of shares beneficially owned includes any shares over which the person has sole or shared voting power or investment power and also any shares that the person can acquire within 60 days of May 20, 2015 through the exercise of any stock option or other right. Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his spouse) over the shares set forth in the table. Includes shares that may be acquired pursuant to stock options granted under our stock option plan that are currently exercisable or become exercisable within 60 days of May 20, 2015. |
|
|
|
|
(2) |
The percentages shown are based on the 7,428,340 shares of our common stock outstanding as of May 20, 2015, plus the number of shares that the named person or group has the right to acquire within 60 days of May 20, 2015. For purposes of computing the percentage of outstanding shares of common stock held by each person or group, any shares the person or group has the right to acquire within 60 days of May 20, 2015, are deemed to be outstanding with respect to such person or group, but are not deemed to be outstanding for the purpose of computing the percentage of ownership of any other person or group. |
|
|
|
|
(3) |
Assumes that 80,000 shares are purchased in the Offer and no shares are tendered by the listed person or group. If Matthew T. Moroun and the Moroun Trust tender an aggregate of 230,000 shares, Mr. Cushman tenders 14,800 shares, Mr. Davis tenders 10,000 shares and no other shares are tendered, the percent of our total outstanding shares of common stock beneficially owned after the Offer by Mr. Moroun and by our directors and executive officers as a group would be approximately 57.88% and 58.71%, respectively, assuming that we purchase a total of 80,000 shares in the Offer. |
|
|
|
|
(4) |
Based upon a Schedule 13G amendment, dated February 5, 2015, filed by Dimensional Fund Advisors LP, a Delaware Limited Partnership, which indicates that as of December 31, 2014, Dimensional Fund Advisors LP had the sole power to dispose of 663,864 shares as an investment advisor or manager to investment companies, trusts and separate accounts that own the 663,864 shares. The address of Dimensional Fund Advisors LP is Palisades West, Building One, 6300 Bee Cave Road, Austin, Texas 78746. We make no representation as to the accuracy or completeness of the information reported. |
|
|
|
|
(5) |
Includes 13,800 shares which may be acquired upon exercise of options exercisable within 60 days of May 20, 2015. |
|
|
|
|
(6) |
Includes 2,500 shares held in trusts for Mr. Davis’ children, for which Mr. Davis serves as trustee, and 5,000 shares which may be acquired upon exercise of options exercisable within 60 days of May 20, 2015. |
|
|
|
|
(7) |
Includes 1,228,052 shares owned directly, 12,000 shares which may be acquired upon exercise of options exercisable within 60 days of May 20, 2015, and 3,092,000 shares held in a trust of which Mr. Matthew Moroun is a co-trustee and a beneficiary (the “Moroun Trust”). Mr. Hal M. Briand is co-trustee with Mr. Matthew Moroun of the Moroun Trust and may therefore also be deemed to beneficially own the shares held by the Moroun Trust. The business address of each of Messrs. Moroun and Briand is 12225 Stephens Road, Warren, Michigan 48091. |
|
|
|
|
(8) |
Includes 12,000 shares which may be acquired upon exercise of options exercisable within 60 days of May 20, 2015, but does not include the 4,332,052 shares shown in the table as being beneficially owned by Mr. Manuel Moroun’s son, Mr. Matthew Moroun. |
|
|
|
|
(9) |
Includes 425 shares which may be acquired upon exercise of options exercisable within 60 days of May 20, 2015. |
Stock Option and Incentive
Plan
In 2006, the Board of
Directors adopted and our stockholders approved the 2006 Stock Option Plan (the “2006 Plan”). Under the 2006 Plan,
750,000 shares were reserved for the issuance of incentive stock options and non-qualified stock options to directors, officers,
key employees, and others. On March 13, 2014, the Board of Directors adopted, and on May 29, 2014, our stockholders approved the
2014 Amended and Restated Stock Option and Incentive Plan (the “Restated Plan”) which replaced the 2006 Plan. The amendment
and restatement of the 2006 Plan related primarily to the inclusion of additional types of awards under the Restated Plan, the
removal of automatic annual stock option grants to our non-employee directors, and the extension of the term of the plan. The Restated
Plan will expire on March 13, 2024. The shares which remained reserved under the 2006 Plan were carried forward to the Restated
Plan and are reserved for the issuance of stock options, restricted stock bonuses, restricted stock purchase rights, stock appreciation
rights, phantom stock units, restricted stock units, and unrestricted common stock, to our employees, directors and consultants.
Under the terms of the Restated Plan, non-qualified stock options and restricted stock purchase rights may be granted with an exercise
price of not less than 85% of the market price of the shares subject to the option on the day the option is granted. Incentive
stock options must have an exercise price of not less than 100% of the market price of the shares subject to the option on the
day the option is granted, except that an incentive stock option granted to a 10% stockholder must have an option exercise price
of not less than 110% of the market price on the day the option is granted. Options may be exercised in whole or in part by the
optionee, but in no event later than ten years from the date of the grant. Any incentive stock option granted under the Restated
Plan to a 10% stockholder may not be exercised more than five years after the date of grant. The 2006 Plan also provided for each
of our non-employee directors to receive, without any action by the Board of Directors or the compensation committee, an annual
option to purchase 2,000 shares of common stock. In 2012 and 2013, our non-employee directors received options to purchase 5,000
shares. Each option granted to a non-employee director is exercisable from the date of grant until the fifth anniversary of the
date of grant, unless earlier terminated in accordance with the provisions of the Restated Plan. In 2014 and 2015, we issued 504
unrestricted shares and 175 unrestricted shares, respectively of our common stock to each of our non-employee directors in lieu
of stock options. In 2014, we issued 5,000 and 1,250 shares of our restricted stock to our Chief Executive Officer and our Chief
Financial Officer, respectively. As of May 20, 2015, an aggregate of 449,799 shares of common stock are reserved for issuance under
the Restated Plan, of which 359,851 shares remain available for grant.
Employment Agreements
We entered into an employment
agreement with our President and Chief Executive Officer, Daniel H. Cushman, on July 13, 2009. Under the terms of the agreement,
Mr. Cushman currently earns an annual salary of $470,000. At the beginning of his employment, he received a bonus of $55,000 to
be used at his discretion toward expenses for his relocation to Tontitown, Arkansas, and the sale of his home in Nebraska. In addition,
we agreed to reimburse Mr. Cushman for up to $1,800 per month for up to eighteen months from the beginning of his employment with
the Company for temporary living expenses.
We currently do not have
a written employment agreement with our Vice President of Finance, Chief Financial Officer, Secretary and Treasurer, Allen West.
Mr. West currently earns an annual salary of $285,000.
Potential Payments
Upon Termination or Change In Control
Generally, employment
agreements that we enter into with any of our executive officers provide for payments that may be made to the executive officers
following termination of their employment. These potential payments for any employment agreement currently in effect are discussed
below. We do not have any agreements or plans that provide for payments to any of our executive officers based on the occurrence
of a change in control of PTSI.
No Payments If There
Is a Termination for Just Cause. In the event that one of our executive officers is terminated for just cause, including conviction
of a crime, moral turpitude, gross negligence in the performance of duties, intentional failure to perform duties, insubordination,
or dishonesty, we would have no obligation to pay base salary or benefits beyond the last day worked.
Payments Upon Death.
In the event of the death of one of our executive officers, we would pay the executive officer the base salary through the date
of death.
Payments Upon Disability.
In the event that an executive officer becomes disabled and is unable to perform their duties, we may terminate their employment.
If Mr. Cushman’s employment is terminated due to disability, then he is entitled to receive his base salary and benefits
for six months following the termination of his employment.
Payments Upon Termination
Based on Our Best Interest. In the event that an executive officer is terminated by our Board of Directors based upon a determination
that such action would serve the Company’s best interest, we would generally have no obligation to pay base salary or benefits
beyond the last day worked. However, Mr. Cushman would be entitled to receive his base salary and benefits for a period of six
months following the termination of his employment, unless the Board of Directors elects to extend his covenant not to compete
for one year, in which case he will be entitled to receive his base salary and benefits for a period of 12 months.
Payments Upon Resignation,
Including Retirement. Mr. Cushman has the right to resign by providing three months written notice of his intent to resign.
In the event of such a resignation and with the required three months notice, Mr. Cushman would be entitled to receive his base
salary and benefits through the end of the three-month notice period. We may terminate his employment before the end of the three-month
notice period.
Obligations of Executive
Officers. Under his employment agreement, Mr. Cushman has agreed not to compete with, or solicit or retain business that is
competitive with, our business, or that of specified affiliates of our directors, Mr. Manuel Moroun and Mr. Matthew Moroun, for
one year after his employment with us terminates. Mr. Cushman has an additional condition that in the event he is terminated because
such termination is in the best interest of the Company, the duration of his covenant not to compete is for six months, unless
the Board of Directors elects to extend his covenant not to compete for one year, in which case he will be entitled to receive
his base salary and benefits for a period of 12 months. Mr. Cushman has also agreed that he will not at any time encourage, solicit
or otherwise attempt to persuade any of our employees or any employees of the specified affiliates to leave our employment or employment
with the specified affiliates. If Mr. Cushman were to hire from us one of our employees, he has agreed to pay us 30% of the employee’s
first year’s gross compensation. Under the employment agreement, Mr. Cushman has also agreed to maintain the confidentiality
of our proprietary information.
Stock Options and
Restricted Stock. Messrs. Cushman and West each holds options to acquire shares of our common stock that were granted under
our 2006 Stock Option Plan. In general, stock options granted under the 2006 Stock Option Plan that are vested may be exercised
within three months after termination of employment without cause. However, if the executive’s employment terminates due
to death or disability, earned shares and vested shares may be exercised within one year after the date of termination, but not
later than the expiration date of the option. In November 2014, Messrs. Cushman and West each received restricted shares of our
common stock, which vest in five equal installments, with the first 20% vesting immediately on the grant date and the remainder
to vest 20% annually beginning on the first anniversary of the grant date. In general, the unvested shares are forfeited at the
time of termination. However, if the executive’s termination is without cause or is due to death, disability or retirement
upon or after reaching age 65, all unvested shares of restricted stock held by the executive at the time of his termination would
immediately become fully vested.
Recent Securities
Transactions
Based on our records
and on information provided to us by our directors, executive officers, affiliates, and subsidiaries, neither we nor any of our
affiliates, subsidiaries, directors, or executive officers have effected any transactions involving shares of our common stock
during the 60 days prior to May 20, 2015, except on March 31, 2015, we issued 175 unrestricted shares of our common stock to each
of our non-employee directors (an aggregate of 1,225 shares) as part of each director’s annual retainer.
| 11. | Effects of the Tender Offer on
the Market for Shares; Registration under the Exchange Act |
The purchase by us of
shares under the Offer will reduce the number of shares that might otherwise be traded publicly and is likely to reduce the number
of stockholders. As a result, trading of a relatively small volume of the shares after consummation of the Offer may have a greater
impact on trading prices than would be the case prior to consummation of the Offer.
We believe that there
will be a sufficient number of shares outstanding and publicly traded following completion of the Offer to ensure a continued trading
market for the shares. Based upon published guidelines of NASDAQ, we do not believe that our purchase of shares under the Offer
will cause the remaining outstanding shares to be delisted from NASDAQ. The Offer is conditioned upon there not being any reasonable
likelihood, in our reasonable judgment, that the consummation of the Offer and the purchase of shares will cause the shares to
be subject to delisting from NASDAQ. See Section 6.
The shares are currently
“margin securities” under the rules of the Federal Reserve Board. This has the effect, among other things, of allowing
brokers to extend credit to their customers using such shares as collateral. We believe that, following the purchase of shares
under the Offer, the shares will continue to be “margin securities” for purposes of the Federal Reserve Board’s
margin rules and regulations.
The shares are registered
under the Exchange Act, which requires, among other things, that we furnish certain information to our stockholders and the Commission
and comply with the Commission’s proxy rules in connection with meetings of our stockholders. The Company currently meets
the eligibility requirements for deregistration of the shares under the Exchange Act due to our having fewer than 300 holders of
record of our common stock. Our shares will continue to be eligible for deregistration under the Exchange Act following our purchase
of shares under the Offer. However, we have no present plans to terminate the registration of the shares under the Exchange Act
or to discontinue complying with the Commission’s proxy rules and other requirements to furnish information to our stockholders,
and we do not anticipate any such plans in the foreseeable future.
| 12. | Legal Matters; Regulatory Approvals |
We are not aware of any
license or regulatory permit that is material to our business that might be adversely affected by our acquisition of shares as
contemplated by the Offer or of any approval or other action by any domestic, foreign or supranational government or governmental,
administrative or regulatory authority or agency that would be required for the acquisition or ownership of shares by us as contemplated
by the Offer that is material to the success of the Offer. Should any such approval or other action be required, we presently contemplate
that we will seek that approval or other action if practicable within the time period contemplated by the Offer. We are unable
to predict whether we will be required to delay the acceptance of or payment for shares tendered under the Offer pending the outcome
of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained or would be
obtained without substantial cost or conditions or that the failure to obtain the approval or other action might not result in
adverse consequences to our business and financial condition. Our obligations under the Offer to accept for payment and pay for
shares is subject to conditions. See Section 6.
| 13. | Certain Material U.S. Federal Income
Tax Consequences of the Offer to U.S. Holders. |
The following summary
describes certain material U.S. federal income tax consequences relevant to the Offer for U.S. Holders (as defined below). This
discussion is based upon the Code, existing and proposed Treasury Regulations, administrative pronouncements and judicial decisions,
changes to which could materially affect the tax consequences described herein and could be made on a retroactive basis.
This discussion deals
only with shares held as capital assets and does not deal with all tax consequences that may be relevant to all categories of holders
(such as dealers in securities or commodities, traders in securities that elect to mark their holdings to market, financial institutions,
regulated investment companies, real estate investment trusts, holders whose functional currency is not the U.S. dollar, insurance
companies, pass-through entities, tax-exempt organizations, certain former citizens or long-term residents of the United States,
holders who hold shares that constitute qualified small business stock within the meaning of Section 1202 of the Code or holders
who hold shares as part of a hedging, integrated, conversion or constructive sale transaction or as a position in a straddle).
In particular, different rules may apply to shares acquired as compensation (including shares acquired upon the exercise of employee
stock options or otherwise as compensation). This discussion does not address the application of the alternative minimum tax or
the state, local or non-U.S. tax consequences of participating in the Offer. Holders of shares should consult their tax advisors
as to the particular consequences to them of participation in the Offer, nor does it address any tax consequences arising under
the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010.
As used herein, a “U.S.
Holder” means a beneficial holder of shares that is for U.S. federal income tax purposes: (a) an individual citizen or resident
of the United States, (b) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created
or organized in or under the laws of the United States, any state thereof or the District of Columbia, (c) an estate the income
of which is subject to U.S. federal income taxation regardless of its source, or (d) a trust if (i) a court within the United States
can exercise primary supervision of the trust’s administration and one or more U.S. persons have the authority to control
all substantial decisions of the trust or (ii) it has a valid election in effect under applicable regulations to be treated as
a U.S. person.
If a partnership (including
for this purpose any entity or arrangement, domestic or foreign, treated as a partnership for U.S. federal income tax purposes)
beneficially owns shares, the tax treatment of a partner generally will depend upon the status of the partner and the activities
of the partnership. Beneficial owners that are partnerships, and partners in such partnership, should consult their own tax advisors.
Holders of shares that
are not U.S. Holders should consult their tax advisors regarding the U.S. federal income tax consequences and any applicable foreign
tax consequences of the Offer and also should see Section 3 for a discussion of the applicable U.S. withholding and information
reporting rules and the potential for obtaining a refund of all or a portion of any tax withheld.
Exchange of Shares
Pursuant to the Offer. An exchange of shares for cash pursuant to the Offer will be a taxable transaction for U.S. federal
income tax purposes. A U.S. Holder that participates in the Offer will be treated, depending on such U.S. Holder’s particular
circumstances, either as recognizing gain or loss from the disposition of the shares or as receiving a dividend distribution from
us.
Under Section 302 of
the Code, a U.S. Holder will recognize gain or loss on an exchange of shares for cash if the exchange (a) results in a “complete
termination” of all such U.S. Holder’s equity interest in us, (b) results in a “substantially disproportionate”
redemption with respect to such U.S. Holder, or (c) is “not essentially equivalent to a dividend” with respect to the
U.S. Holder (the “Section 302 tests”). In applying the Section 302 tests, a U.S. Holder must take into account shares
that such U.S. Holder constructively owns under certain attribution rules, pursuant to which the U.S. Holder will be treated as
owning shares owned by certain family members (except that in the case of a “complete termination” a U.S. Holder may
waive, under certain circumstances, attribution from family members) and related entities and shares that the U.S. Holder has the
right to acquire by exercise of an option. An exchange of shares for cash will be a substantially disproportionate redemption with
respect to a U.S. Holder if the percentage of the then-outstanding shares owned by such U.S. Holder in us immediately after the
exchange is less than 80% of the percentage of the shares owned by such U.S. Holder in us immediately before the exchange. If an
exchange of shares for cash fails to satisfy the “substantially disproportionate” test, the U.S. Holder nonetheless
may satisfy the “not essentially equivalent to a dividend” test. An exchange of shares for cash will satisfy the “not
essentially equivalent to a dividend” test if it results in a “meaningful reduction” of the U.S. Holder’s
equity interest in us. An exchange of shares for cash that results in any reduction of the proportionate equity interest in us
of a U.S. Holder with a relative equity interest in us that is minimal and that does not exercise any control over or participate
in the management of our corporate affairs should be treated as “not essentially equivalent to a dividend.” U.S. Holders
should consult their tax advisors regarding the application of the rules of Section 302 in their particular circumstances.
If a U.S. Holder is treated
as recognizing gain or loss from the disposition of the shares for cash, such gain or loss will be equal to the difference between
the amount of cash received and such U.S. Holder’s tax basis in the shares exchanged therefor. Any such gain or loss will
be capital gain or loss and will be long-term capital gain or loss if the holding period of the shares exceeds one year as of the
date of the exchange. Long-term capital gains of non-corporate U.S. Holders are taxed at preferential rates. Capital losses are
subject to limitations on their use.
If a U.S. Holder is not
treated under the Section 302 tests as recognizing gain or loss on an exchange of shares for cash, the entire amount of cash received
by such U.S. Holder pursuant to the exchange will be treated as a dividend to the extent of the portion of our current and accumulated
earnings and profits allocable to such shares. Provided certain holding period requirements are satisfied, non-corporate holders
generally will be subject to U.S. federal income tax on amounts treated as dividends at the same preferential rate applicable to
long-term capital gains, without reduction for the tax basis of the shares exchanged. To the extent that cash received in exchange
for shares is treated as a dividend to a corporate U.S. Holder, (a) it generally will be eligible for a dividends-received deduction
(subject to certain requirements and limitations) and (b) it generally will be subject to the “extraordinary dividend”
provisions of the Code. Corporate U.S. Holders should consult their tax advisors concerning the availability of the dividends-received
deduction and the application of the “extraordinary dividend” provisions of the Code in their particular circumstances.
To the extent that amounts
received pursuant to the Offer exceed a U.S. Holder’s allocable share of our current and accumulated earnings and profits,
the distribution will first be treated as a non-taxable return of capital, causing a reduction in the tax basis of such U.S. Holder’s
shares, and any amounts in excess of the U.S. Holder’s tax basis will constitute capital gain. Any remaining tax basis in
the shares tendered will be transferred to any remaining shares held by such U.S. Holder.
We cannot predict whether
or the extent to which the Offer will be oversubscribed. If the Offer is oversubscribed, proration of tenders pursuant to the Offer
will cause us to accept fewer shares than are tendered. Therefore, a U.S. Holder can be given no assurance that a sufficient number
of such U.S. Holder’s shares will be purchased pursuant to the Offer to ensure that such purchase will be treated as a sale
or exchange, rather than as a dividend, for U.S. federal income tax purposes pursuant to the rules discussed above.
Any U.S. Holder that,
immediately before the exchange of our shares for cash pursuant to the Offer, owned at least 5% (by vote or value) of our total
outstanding shares must include a statement on or with such holder’s tax return for the taxable year of the exchange indicating
the fair market value and basis of the shares transferred and the amount of cash received pursuant to the Offer.
See Section 3
with respect to the application of U.S. withholding, backup withholding and information reporting.
THE U.S. FEDERAL INCOME
TAX DISCUSSION SET FORTH ABOVE MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER’S PARTICULAR SITUATION. HOLDERS SHOULD CONSULT
THEIR OWN TAX ADVISORS CONCERNING THE TAX IMPLICATIONS OF THE OFFER UNDER APPLICABLE FEDERAL, STATE OR LOCAL LAWS. FOREIGN STOCKHOLDERS
SHOULD ALSO CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES UNIQUE TO HOLDERS WHO ARE NOT U.S. PERSONS.
| 14. | Extension of the Tender Offer; Termination; Amendment |
We expressly reserve
the right, in our sole discretion, at any time prior to the Expiration Time and from time to time, and regardless of whether or
not any of the events set forth in Section 6 shall have occurred or shall be deemed by us to have occurred, to extend the period
of time during which the Offer is open and thereby delay acceptance of, and payment for, any shares by giving oral or written notice
of such extension to the Depositary and making a public announcement of such extension. We also expressly reserve the right, in
our sole discretion, if any of the conditions set forth in Section 6 has occurred or is deemed by us to have occurred, to terminate
the Offer and reject for payment and not pay for any shares not theretofore accepted for payment or paid for or, subject to applicable
law, to postpone payment for shares by giving oral or written notice of such termination or postponement to the Depositary and
making a public announcement of such termination or postponement. Our reservation of the right to delay payment for shares which
we have accepted for payment is limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires that we must pay
the consideration offered or return the shares tendered promptly after termination or withdrawal of a tender offer. Subject to
compliance with applicable law, we further reserve the right, in our sole discretion, and regardless of whether any of the events
set forth in Section 6 shall have occurred or shall be deemed by us to have occurred, to amend the Offer in any respect, including,
without limitation, by decreasing or increasing the consideration offered in the Offer to holders of shares or by decreasing or
increasing the number of shares being sought in the Offer. Amendments to the Offer may be made at any time and from time to time
effected by public announcement, such announcement, in the case of an extension, to be issued no later than 9:00 a.m., Eastern
Time, on the next business day after the last previously scheduled or announced Expiration Time. Any public announcement made under
the Offer will be disseminated promptly to stockholders in a manner reasonably designed to inform stockholders of such change.
Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we shall
have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release through
Globe Newswire or another comparable service. In addition, we would file such press release as an exhibit to the Schedule TO.
If we materially change
the terms of the Offer or the information concerning the Offer, we will extend the Offer to the extent required by Rules 13e-4(d)(2),
13e-4(e)(3) and 13e-4(f)(1) promulgated under the Exchange Act. These rules and certain related releases and interpretations of
the Commission provide that the minimum period during which a tender offer must remain open following material changes in the terms
of the Offer or information concerning the Offer (other than a change in price or a change in percentage of securities sought)
will depend on the facts and circumstances, including the relative materiality of such terms or information; however, in no event
will the Offer remain open for fewer than five business days following such a material change in the terms of, or information concerning,
the Offer. If (1)(a) we increase or decrease the price to be paid for shares beyond the range, (b) decrease the number of shares
being sought in the Offer, or (c) increase the number of shares being sought in the Offer by more than 2% of our outstanding shares
(or approximately 148,566 additional shares) and (2) the Offer is scheduled to expire at any time earlier than the expiration of
a period ending on the tenth business day from, and including, the date that such notice of an increase or decrease is first published,
sent or given to stockholders in the manner specified in this Section 14, the Offer will be extended until the expiration of such
period of ten business days.
We have retained Georgeson
Inc. to act as Information Agent and Computershare Trust Company, N.A. to act as Depositary in connection with the Offer. The Information
Agent may contact holders of shares by mail, facsimile and personal interviews and may request brokers, dealers and other nominee
stockholders to forward materials relating to the Offer to beneficial owners. The Information Agent and the Depositary will each
receive reasonable and customary compensation for their respective services, will be reimbursed by us for reasonable out-of-pocket
expenses and will be indemnified against certain liabilities in connection with the Offer, including certain liabilities under
the federal securities laws.
We will not pay any fees
or commissions to brokers, dealers or other persons (other than fees to the Information Agent as described above) for soliciting
tenders of shares pursuant to the Offer. Stockholders holding shares through brokers or banks are urged to consult the brokers
or banks to determine whether transaction costs may apply if stockholders tender shares through the brokers or banks and not directly
to the Depositary. We will, however, upon request, reimburse brokers, dealers and commercial banks for customary mailing and handling
expenses incurred by them in forwarding the Offer and related materials to the beneficial owners of shares held by them as a nominee
or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as our agent or the
agent of the Information Agent or the Depositary for purposes of the Offer. We will pay or cause to be paid all stock transfer
taxes, if any, on our purchase of shares, except as otherwise provided in Instruction 7 in the Letter of Transmittal.
Pursuant to Rule 13e-4(c)(2)
under the Exchange Act, we have filed with the Commission an Issuer Tender Offer Statement on Schedule TO, which contains additional
information with respect to the Offer. The Schedule TO, including the exhibits and any amendments and supplements thereto, may
be examined, and copies may be obtained, at the same places and in the same manner as is set forth in Section 9 with respect to
information concerning us.
This Offer to Purchase
and accompanying Letter of Transmittal do not constitute an offer to purchase securities in any jurisdiction in which such offer
is not permitted or would not be permitted. If we become aware of any jurisdiction where the making of the Offer or the acceptance
of shares pursuant thereto is not in compliance with applicable law, we will make a good faith effort to comply with the applicable
law where practicable. If, after such good faith effort, we cannot comply with the applicable law, the Offer will not be made to
(nor will tenders be accepted from or on behalf of) the holders of shares in such jurisdiction.
You should only rely
on the information contained in this Offer to Purchase or to which we have referred to you. We have not authorized any person to
make any recommendation on behalf of us as to whether you should tender or refrain from tendering your shares in the Offer. We
have not authorized any person to give any information or to make any representation in connection with the Offer other than those
contained in this Offer to the Purchase or in the related Letter of Transmittal. If given or made, any recommendation or any such
information or representation must not be relied upon as having been authorized by us, the Depositary or the Information Agent.
May 22, 2015
The Letter of Transmittal,
certificates for shares and any other required documents should be sent or delivered by each stockholder of the Company or his
or her broker, dealer, commercial bank, trust company or other nominee to the Depositary as follows:
The Depositary for
the Offer is:
Computershare Trust
Company, N.A.
By First Class Mail: |
By Registered Mail or Overnight Courier: |
|
|
Computershare Trust Company, N.A. |
Computershare Trust Company, N.A. |
Attn: Corporate Actions |
Attn: Corporate Actions |
P.O. Box 43011 |
250 Royall St., Suite V |
Providence, Rhode Island 02940-3011 |
Canton, Massachusetts 02021 |
Delivery of the letter
of transmittal to an address other than as set forth above will not constitute a valid delivery to the Depositary.
Questions and requests
for assistance or for additional copies of this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery
may be directed to the Information Agent at the telephone number and location listed below. You may also contact your broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the Offer.
The Information Agent
for the Offer is:
480 Washington Boulevard,
26th Floor
Jersey City, NJ 07310
Banks, Brokers and Shareholders
Call Toll-Free: (800) 676-0098
Exhibit (a)(1)(B)
Letter of Transmittal
To Tender Shares of
Common Stock
Pursuant to the Offer
to Purchase for Cash
Dated
May 22, 2015
by
P.A.M. TRANSPORTATION
SERVICES, INC.
of
Up to 80,000 shares
of its Common Stock
at a Purchase Price
Not Greater Than $63.00 nor Less Than $59.00 Per Share
THE OFFER, PRORATION
PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE
AT
12:00 Midnight, EASTERN TIME, ON JUNE
22, 2015,
UNLESS THE OFFER IS
EXTENDED.
By Fist Class Mail: |
By Registered Mail or Overnight Courier: |
|
|
Computershare Trust Company, N.A. |
Computershare Trust Company, N.A. |
Attn: Corporate Actions Voluntary Officer |
Attn: Corporate Actions Voluntary Officer |
P.O. Box 40311 |
250 Royall St, Suite V |
Providence RI 02940-3011 |
Canton MA 02021 |
Delivery of this
Letter of Transmittal to an address other than as set forth above does not constitute a valid delivery.
The instructions set
forth in this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.
DESCRIPTION OF SHARES
TENDERED
(See Instructions
3 and 4)
Name(s) and Address
of Registered Holder(s)
If there is any error
in the name or address shown below,
please make the necessary
corrections |
|
Shares of Common Stock
Tendered (Attach Additional
Signed List if Necessary) |
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Certificate Number(s)* |
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Total Number
of Shares
Represented by
Certificate(s)* |
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Number
of Shares
Tendered** |
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| * | Need not be completed if shares are tendered by book-entry
transfer. |
| ** | Unless otherwise indicated, it will be assumed that all
shares described above are being tendered. See Instruction 4. |
Indicate below
the order (by certificate number) in which shares are to be purchased in the event of proration (attach additional signed list
if necessary). If you do not designate an order, if less than all shares tendered are purchased due to proration, shares will be
selected for purchase by the Depositary. See Instruction 13.
¨
Lost Certificates. I have lost my certificate(s) for
shares and require assistance in replacing the shares. (See Instruction 12).
THE UNDERSIGNED TENDERS
ALL UNCERTIFICATED SHARES THAT MAY BE HELD IN THE NAME OF THE REGISTERED HOLDER(S) BY THE COMPANY’S TRANSFER AGENT
¨ YES ¨
NO
This Letter of Transmittal
is to be used either if certificates for shares (as defined below) are to be forwarded herewith or, unless an agent’s message
(as defined in Section 3 of the Offer to Purchase (as defined below)) is utilized, if delivery of shares is to be made by book-entry
transfer to an account maintained by the Depositary (as defined below) at the book-entry transfer facility (as defined in Section
3 of the Offer to Purchase) pursuant to the procedures set forth in Section 3 of the Offer to Purchase. Tendering stockholders
whose certificates for shares are not immediately available or who cannot deliver either the certificates for, or a book-entry
confirmation (as defined in Section 3 of the Offer to Purchase) with respect to, their shares and all other documents required
hereby to the Depositary prior to the Expiration Time (as defined in Section 1 of the Offer to Purchase) must tender their shares
in accordance with the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2.
Your attention is directed
in particular to the following:
1. If you
want to retain your shares, you do not need to take any action.
2. If you
want to participate in the Offer (as defined below) and wish to maximize the chance of having the Company (as defined below) accept
for payment all the shares you are tendering hereby, you should check the box marked “Shares Tendered at Price Determined
Under the Offer” below and complete the other portions of this Letter of Transmittal as appropriate. If you agree to accept
the purchase price determined in the Offer, your shares will be deemed to be tendered at the minimum price of $59.00 per share.
3. If you
wish to select a specific price at which you will be tendering your shares, you should select one of the boxes in the section captioned
“Shares Tendered at Price Determined by Stockholder” below and complete the other portions of this Letter of Transmittal
as appropriate.
DELIVERY OF DOCUMENTS
TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
| ¨ | CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED
BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE
FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER): |
Name of Tendering Institution: |
|
| ¨ | CHECK HERE IF TENDERED
SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY. ENCLOSE A PHOTO-COPY
OF THE NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING: |
Name(s) of Registered Owners(s): |
|
Date of Execution of Notice of Guaranteed Delivery: |
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Name of Institution that Guaranteed Delivery: |
|
If
delivered by book-entry transfer, check box: ¨
THE UNDERSIGNED IS TENDERING
SHARES AS FOLLOWS (CHECK ONLY ONE BOX):
| (1) | SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER (SEE INSTRUCTION 5) |
By checking ONE of the
following boxes below INSTEAD OF THE BOX BELOW UNDER “(2) Shares Tendered at Price Determined Under the Offer,” the
undersigned hereby tenders shares at the price checked. This action could result in none of the shares being purchased if the purchase
price determined by the Company for the shares is less than the price checked below. A STOCKHOLDER WHO DESIRES TO TENDER SHARES
AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SHARES ARE TENDERED. The same
shares cannot be tendered, unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase, at more than
one price.
PRICE (IN DOLLARS)
PER SHARE AT WHICH SHARES
ARE BEING TENDERED
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¨ $59.00 |
¨ $61.00 |
¨ $63.00 |
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¨ $60.00 |
¨ $62.00 |
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OR
| (2) | SHARES TENDERED AT PRICE DETERMINED UNDER THE OFFER (SEE INSTRUCTION 5) |
By checking the box below
INSTEAD OF ONE OF THE BOXES ABOVE UNDER “(1) Shares Tendered at Price Determined by Stockholder,” the undersigned hereby
tenders shares at the purchase price, as the same shall be determined by the Company in accordance with the terms of the Offer.
For purposes of determining the purchase price, those shares that are tendered by the undersigned agreeing to accept the purchase
price determined in the Offer will be deemed to be tendered at the minimum price of $59.00 per share.
¨ The undersigned wants
to maximize the chance of having the Company purchase all of the shares the undersigned is tendering (subject to the possibility
of proration). Accordingly, by checking this box instead of one of the price boxes above, the undersigned hereby tenders shares
at, and is willing to accept, the purchase price determined by the Company in accordance with the terms of the Offer. THE UNDERSIGNED
SHOULD UNDERSTAND THAT THIS ELECTION MAY LOWER THE PURCHASE PRICE AND COULD RESULT IN THE TENDERED SHARES BEING PURCHASED AT THE
MINIMUM PRICE OF $59.00 PER SHARE.
CHECK ONLY ONE BOX
UNDER (1) OR (2) ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.
Ladies and Gentlemen:
The undersigned hereby
tenders to P.A.M. Transportation Services, Inc. (the “Company”) the above-described shares of common stock, par value
$0.01 per share (the “shares”), of the Company, at the price per share indicated in this Letter of Transmittal, net
to the seller in cash, less any applicable withholding taxes and without interest, on the terms and subject to the conditions set
forth in the Company’s Offer to Purchase dated May 22, 2015 (the “Offer to Purchase”), and this Letter of Transmittal
(which, together with any amendments or supplements thereto or hereto, collectively constitute the “Offer”), receipt
of which is hereby acknowledged. Unless the context otherwise requires, all references to the shares shall refer to the common
stock of the Company.
Subject to and effective
on acceptance for payment of, and payment for, the shares tendered with this Letter of Transmittal in accordance with the terms
and subject to the conditions of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company,
all right, title and interest in and to all the shares that are being tendered hereby and irrevocably constitutes and appoints
Computershare Trust Company, N.A. (the “Depositary”), the true and lawful agent and attorney-in-fact of the undersigned,
with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to the
full extent of the undersigned’s rights with respect to such shares, to (a) deliver certificates for such shares or transfer
ownership of such shares on the account books maintained by the book-entry transfer facility, together, in any such case, with
all accompanying evidences of transfer and authenticity to, or upon the order of the Company, (b) present such shares for cancellation
and transfer on the Company’s books and (c) receive all benefits and otherwise exercise all rights of beneficial ownership
of such shares, all in accordance with the terms and subject to the conditions of the Offer.
The undersigned hereby
represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the shares tendered
hereby and that, when the same are accepted for purchase by the Company, the Company will acquire good title thereto, free and
clear of all security interests, liens, restrictions, claims and encumbrances, and the same will not be subject to any adverse
claim or right. The undersigned will, on request by the Depositary or the Company, execute and deliver any additional documents
deemed by the Depositary or the Company to be necessary or desirable to complete the sale, assignment and transfer of the shares
tendered hereby, all in accordance with the terms of the Offer.
All authority conferred
or agreed to be conferred pursuant to this Letter of Transmittal shall be binding on the successors, assigns, heirs, personal representatives,
executors, administrators and other legal representatives of the undersigned and shall not be affected by, and shall survive, the
death or incapacity of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.
The undersigned understands
that the valid tender of shares pursuant to any of the procedures described in Section 3 of the Offer to Purchase and in the instructions
to this Letter of Transmittal will constitute a binding agreement between the undersigned and the Company on the terms and subject
to the conditions of the Offer.
It is a violation of
Rule 14e-4 promulgated under the Exchange Act (as defined in the Offer to Purchase) for a person acting alone or in concert with
others, directly or indirectly, to tender shares for such person’s own account unless at the time of tender and at the Expiration
Time such person has a “net long position” in (a) the shares that is equal to or greater than the amount tendered and
will deliver or cause to be delivered such shares for the purpose of tender to the Company within the period specified in the Offer,
or (b) other securities immediately convertible into, exercisable for or exchangeable into shares (“Equivalent Securities”)
that is equal to or greater than the amount tendered and, upon the acceptance of such tender, will acquire such shares by conversion,
exchange or exercise of such Equivalent Securities to the extent required by the terms of the Offer and will deliver or cause to
be delivered such shares so acquired for the purpose of tender to the Company within the period specified in the Offer. Rule 14e-4
also provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. A tender of
shares made pursuant to any method of delivery set forth in this Letter of Transmittal will constitute the undersigned’s
representation and warranty to the Company that (a) the undersigned has a “net long position” in shares or Equivalent
Securities at least equal to the shares being tendered within the meaning of Rule 14e-4, and (b) such tender of shares complies
with Rule 14e-4.
The undersigned understands
that the Company will, upon the terms and subject to the conditions of the Offer, determine a single per-share purchase price,
not greater than $63.00 nor less than $59.00 per share, that it will pay for shares properly tendered and not properly withdrawn
prior to the Expiration Time in the Offer, taking into account the number of shares so tendered and the prices specified by tendering
stockholders. The undersigned understands that the Company will select the lowest purchase price (in multiples of $1.00) within
the price range specified above that will allow it to purchase 80,000 shares, or such lesser number of shares as are properly tendered
and not properly withdrawn, at prices not greater than $63.00 nor less than $59.00 per share, in the Offer, subject to its right
to increase the total number of shares purchased to the extent permitted by law. The undersigned understands that all shares properly
tendered at prices at or below the purchase price and not properly withdrawn will be purchased at the purchase price, net to the
seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions of the
Offer, including its proration provisions, and that the Company will return at its expense all other shares, including shares tendered
at prices greater than the purchase price and not properly withdrawn and shares not purchased because of proration, promptly following
the Expiration Time.
In participating in the
Offer to purchase for cash, the undersigned acknowledges that: (1) the Offer is established voluntarily by the Company, it is discretionary
in nature and it may be extended, modified, suspended or terminated by the Company as provided in the Offer; (2) the undersigned
is voluntarily participating in the Offer; (3) the future value of the Company’s common stock is unknown and cannot be predicted
with certainty; (4) any foreign exchange obligations triggered by the undersigned’s tender of shares or the recipient of
proceeds are solely his or her responsibility; and (5) regardless of any action that the Company takes with respect to any or all
income/capital gains tax, social security or insurance, transfer tax or other tax-related items (“Tax Items”) related
to the Offer and the disposition of shares, the undersigned acknowledges that the ultimate liability for all Tax Items is and remains
his or her sole responsibility. In that regard, the undersigned authorizes the Company to withhold all applicable Tax Items legally
payable by the undersigned.
The undersigned consents
to the collection, use and transfer, in electronic or other form, of the undersigned’s personal data as described in this
document by and among, as applicable, the Company, its subsidiaries, and third party administrators for the exclusive purpose of
implementing, administering and managing his or her participation in the Offer.
The undersigned understands
that the Company holds certain personal information about him or her, including, as applicable, but not limited to, the undersigned’s
name, home address and telephone number, date of birth, social security or insurance number or other identification number, nationality,
any shares of stock held in the Company, details of all options or any other entitlement to shares outstanding in the undersigned’s
favor, for the purpose of implementing, administering and managing his or her stock ownership (“Data”). The undersigned
understands that Data may be transferred to any third parties assisting in the implementation, administration and management of
the Offer, that these recipients may be located in his or her country or elsewhere, and that the recipient’s country may
have different data privacy laws and protections than his or her country. The undersigned understands that he or she may request
a list with the names and addresses of any potential recipients of the Data by contacting the Company. The undersigned authorizes
the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing,
administering and managing his or her participation in the Offer, including any requisite transfer of such Data as may be required
to a broker or other third party with whom held any shares of stock. The undersigned understands that Data will be held only as
long as is necessary to implement, administer and manage his or her participation in the Offer. The undersigned understands that
he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary
amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company. The
undersigned understands, however, that refusing or withdrawing his or her consent may affect his or her ability to participate
in the Offer. For more information on the consequences of his or her refusal to consent or withdrawal of consent, the undersigned
understands that he or she may contact the Company.
Unless otherwise indicated
herein under “Special Payment Instructions,” please issue the check for payment of the purchase price and/or return
any certificates for shares not tendered or accepted for payment in the name(s) of the registered holder(s) appearing under “Description
of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail
the check for payment of the purchase price and/or return any certificate for shares not tendered or accepted for payment (and
accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under “Description of Shares
Tendered.” In the event that both the “Special Delivery Instructions” and the “Special Payment Instructions”
are completed, please issue the check for payment of the purchase price and/or return any certificates for shares not tendered
or accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and/or return
such certificates (and any accompanying documents, as appropriate) to, the person or persons so indicated. Please credit any shares
tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the book-entry transfer
facility designated above. The undersigned recognizes that the Company has no obligation pursuant to the “Special Payment
Instructions” to transfer any shares from the name of the registered holder(s) thereof if the Company does not accept for
payment any of the shares so tendered.
NOTE: SIGNATURE MUST
BE PROVIDED BELOW.
SPECIAL PAYMENT INSTRUCTIONS
(See Instructions
1, 6, 7 and 8)
To be completed ONLY
if certificates for shares not tendered or not accepted for payment and/or the check for payment of the purchase price of shares
accepted for payment are to be issued in the name of someone other than the undersigned, or if shares tendered hereby and delivered
by book-entry transfer which are not purchased are to be returned by crediting them to an account at the book-entry transfer facility
other than the account designated above.
Issue: |
¨ |
Check |
¨ |
Certificate(s) to: |
Name |
|
(Please Print) |
Address |
|
(Include Zip Code) |
|
|
(Taxpayer Identification or Social Security Number) |
(See IRS Form W-9 Included Herewith) |
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions
1, 6, 7 and 8)
To be completed ONLY
if certificates for shares not tendered or not accepted for payment and/or the check for payment of the purchase price of shares
accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that above.
Issue: |
¨ |
Check |
¨ |
Certificate(s) to: |
Name |
|
(Please Print) |
Address |
|
(Include Zip Code) |
SIGN HERE:
(Also Complete IRS
Form W-9 Attached Hereto or Applicable IRS Form W-8)
__________________________________________________________________________
(Signature(s) of
Stockholder(s))
Dated: ______________,
2015
(Must be signed by registered
holder(s) exactly as name(s) appear(s) on stock certificate(s) for the shares or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity,
please provide the following information and see Instruction 6.)
Address |
|
|
(Include Zip Code) |
Daytime Area Code and Telephone Number: |
|
Taxpayer Identification or Social Security Number: |
|
GUARANTEE OF SIGNATURE(S)
(If Required—See
Instructions 1 and 6)
Address |
|
|
(Include Zip Code) |
Daytime Area Code and Telephone Number: |
|
Dated: ______________, 2015
INSTRUCTIONS
Forming Part of the
Terms and Conditions of the Offer
1. Guarantee of Signatures.
No signature guarantee is required on this Letter of Transmittal if either (a) this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this Instruction 1, includes any participant in the book-entry transfer facility’s
system whose name appears on a security position listing as the owner of the shares) of shares tendered herewith, unless such registered
holder(s) has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery
Instructions” on this Letter of Transmittal or (b) such shares are tendered for the account of a firm that is a member in
good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Securities
Transfer Agents Medallion Program, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchange Medallion
Program, or is otherwise an “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended (each, an “eligible institution”). In all other cases, all signatures on this Letter
of Transmittal must be guaranteed by an eligible institution. Stockholders may also need to have any certificates they deliver
endorsed or accompanied by a stock power, and the signatures on these documents also may need to be guaranteed. See Instruction
6.
2. Requirements of
Tender. This Letter of Transmittal is to be completed by stockholders either if certificates are to be forwarded herewith or,
unless an agent’s message (as defined below) is utilized, if delivery of shares is to be made pursuant to the procedures
for book-entry transfer set forth in Section 3 of the Offer to Purchase. For a stockholder validly to tender shares pursuant to
the Offer, either (a) a Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees,
or, in the case of a book-entry transfer, an agent’s message, and any other required documents, must be received by the Depositary
at one of its addresses set forth on the back of this Letter of Transmittal prior to the Expiration Time and either certificates
for tendered shares must be received by the Depositary at one of such addresses or shares must be delivered pursuant to the procedures
for book-entry transfer set forth herein (and a book-entry confirmation must be received by the Depositary), in each case prior
to the Expiration Time, or (b) the tendering stockholder must comply with the guaranteed delivery procedures set forth below and
in Section 3 of the Offer to Purchase.
Stockholders whose certificates
for shares are not immediately available or who cannot deliver their certificates and all other required documents to the Depositary
or complete the procedures for book-entry transfer prior to the Expiration Time may tender their shares by properly completing
and duly executing the Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in Section 3 of the
Offer to Purchase. Pursuant to those procedures, (a) tender must be made by or through an eligible institution, (b) a properly
completed and duly executed Notice of Guaranteed Delivery, in the form provided by the Company, must be received by the Depositary
prior to the Expiration Time and (c) the certificates for all tendered shares in proper form for transfer (or a book-entry confirmation
with respect to all such shares), together with a Letter of Transmittal, properly completed and duly executed, with any required
signature guarantees, or, in the case of a book-entry transfer, an agent’s message, and any other required documents, must
be received by the Depositary, in each case within three business days after the date of execution of the Notice of Guaranteed
Delivery as provided in Section 3 of the Offer to Purchase. The term “agent’s message” means a message transmitted
by the book-entry transfer facility to, and received by, the Depositary and forming a part of a book-entry confirmation, which
states that such book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer
facility tendering the shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal
and that the Company may enforce such agreement against such participant.
The method of delivery
of shares, this Letter of Transmittal and all other required documents, including delivery through the book-entry transfer facility,
is at the sole election and risk of the tendering stockholder. Shares will be deemed delivered only when actually received by the
Depositary (including, in the case of a book-entry transfer, by book-entry confirmation). If delivery is by mail, registered mail
with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely
delivery.
Except as specifically
provided by the Offer to Purchase, no alternative, conditional or contingent tenders will be accepted. No fractional shares will
be purchased. All tendering stockholders, by execution of this Letter of Transmittal, waive any right to receive any notice of
the acceptance for payment of their shares.
3. Inadequate Space.
If the space provided in the box entitled “Description of Shares Tendered” in this Letter of Transmittal is inadequate,
the certificate numbers and/or the number of shares of common stock should be listed on a separate signed schedule attached hereto.
4. Partial Tenders
(Not Applicable to Stockholders Who Tender by Book-Entry Transfer). If fewer than all the shares represented by any certificate
submitted to the Depositary are to be tendered, fill in the number of shares that are to be tendered in the box entitled “Number
of Shares Tendered.” In that case, if any tendered shares are purchased, new certificate(s) for the remainder of the shares
that were evidenced by the old certificate(s) will be sent to the registered holder(s), unless otherwise provided in the appropriate
box on this Letter of Transmittal, promptly after the acceptance for payment of, and payment for, the shares tendered herewith.
All shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.
5. Indication of Price
at Which Shares are Being Tendered. For shares to be properly tendered, the stockholder MUST either (1) check the box indicating
the price per share at which such stockholder is tendering shares under the section captioned “Price (in Dollars) per Share
at Which Shares Are Being Tendered” (stockholders should understand that this election may lower the purchase price and could
result in the tendered shares being purchased at the minimum price of $59.00 per share) or (2) check the box in the section captioned
“Shares Tendered at Price Determined Under the Offer” in order to maximize the chance of having the Company purchase
all of the shares tendered (subject to the possibility of proration). For purposes of determining the purchase price, those shares
that are tendered by stockholders agreeing to accept the purchase price determined in the Offer will be deemed to be tendered at
the minimum price. Selecting option (1) could result in none of the stockholder’s tendered shares being purchased if the
purchase price for the shares turns out to be less than the price selected by the stockholder. Selecting option (2) may lower the
purchase price and could result in the stockholder receiving the minimum price of $59.00 per share. Only one box under (1) or (2)
may be checked. If more than one box is checked, or if no box is checked, there is no proper tender of shares. A stockholder wishing
to tender portions of such stockholder’s share holdings at different prices must complete a separate Letter of Transmittal
for each price at which such stockholder wishes to tender each such portion of such stockholder’s shares. The same shares
cannot be tendered unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase, at more than one price.
6. Signatures on Letter
of Transmittal, Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the shares
tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without
any change whatsoever.
If any of the shares
tendered hereby are owned of record by two or more joint owners, all such persons must sign this Letter of Transmittal.
If any shares tendered
hereby are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of certificates.
If this Letter of Transmittal
or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation
or other person acting in a fiduciary or representative capacity, he or she should so indicate when signing, and proper evidence
satisfactory to the Company of his or her authority to so act must be submitted with this Letter of Transmittal. Signatures on
any such certificates or stock powers must be guaranteed by an eligible institution.
If this Letter of Transmittal
is signed by the registered owner(s) of the shares tendered hereby, no endorsements of certificates or separate stock powers are
required unless payment of the purchase price is to be made, or certificates for shares not tendered or accepted for payment are
to be issued, to a person other than the registered owner(s). Signatures on any such certificates or stock powers must be guaranteed
by an eligible institution.
If this Letter of Transmittal
is signed by a person other than the registered owner(s) of the shares tendered hereby, or if payment is to be made or certificate(s)
for shares not tendered or not purchased are to be issued to a person other than the registered owner(s), the certificate(s) representing
such shares must be properly endorsed for transfer or accompanied by appropriate stock powers, in either case signed exactly as
the name(s) of the registered owner(s) appear(s) on the certificates(s). The signature(s) on any such certificate(s) or stock power(s)
must be guaranteed by an eligible institution. See Instruction 1.
7. Stock Transfer
Taxes. The Company will pay any stock transfer taxes with respect to the transfer and sale of shares to it pursuant to the
Offer. If, however, payment of the purchase price is to be made to, or if shares not tendered or accepted for payment are to be
registered in the name of, any person(s) other than the registered owner(s), or if shares tendered hereby are registered in the
name(s) of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether
imposed on the registered owner(s) or such person(s)) payable on account of the transfer to such person(s) will be deducted from
the purchase price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted with this Letter
of Transmittal.
Except as provided in
this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the certificates listed in this Letter of
Transmittal.
8. Special Payment
and Delivery Instructions. If a check for the purchase price of any shares accepted for payment is to be issued in the name
of, and/or certificates for any shares not accepted for payment or not tendered are to be issued in the name of and/or returned
to, a person other than the signer of this Letter of Transmittal or if a check is to be sent, and/or such certificates are to be
returned, to a person other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate
boxes on this Letter of Transmittal should be completed and signatures must be guaranteed as described in Instructions 1 and 6.
9. Irregularities.
The Company will determine in its sole discretion all questions as to the purchase price, the number of shares to accept, and
the validity, eligibility (including time of receipt), and acceptance for payment of any tender of shares. Any such determinations
will be final and binding on all persons participating in the Offer, subject to such participant’s disputing such determination
in a court of competent jurisdiction. The Company reserves the absolute right to reject any or all tenders of shares it determines
not to be in proper form or the acceptance of which or payment for which may, in the Company’s counsel’s opinion, be
unlawful. The Company also reserves the absolute right to waive any defect or irregularity in the tender of any particular shares,
and the Company’s interpretation of the terms of the Offer, including these instructions, will be final and binding on all
persons participating in the Offer, subject to such participant’s disputing such determination in a court of competent jurisdiction.
No tender of shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived,
any defects or irregularities in connection with tenders must be cured within such time as the Company shall determine. None of
the Company, the (as defined in the Offer to Purchase), the Depositary, the Information Agent (as defined in the Offer to Purchase)
or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur
any liability for failure to give any such notice.
10. U.S. Federal Income
Tax Withholding. In order to avoid United States backup withholding at a rate of 28% on payments of cash pursuant to the Offer,
a stockholder surrendering shares in the Offer must, unless an exemption applies, provide the Depositary with such stockholder’s
correct taxpayer identification number (“TIN”), and certify on the Internal Revenue Service (the “IRS”)
Form W-9 attached to this Letter of Transmittal that such TIN is correct, that the stockholder is not subject to backup withholding
and that the stockholder is a U.S. person. If a stockholder does not provide a correct TIN or fails to provide the certifications
described above, the IRS may impose a $50 penalty on such stockholder, and payment of cash to such stockholder pursuant to the
Offer may be subject to backup withholding of 28%.
Backup withholding is
not an additional tax. Rather, the amount of the backup withholding can be refunded or credited against the U.S. federal income
tax liability of the person subject to the backup withholding, provided that the required information is provided to the IRS. Payments
of sale proceeds to U.S. stockholders by a broker and payments of dividends generally will be subject to information reporting
to the IRS.
A tendering stockholder
is required to give the Depositary the TIN (i.e., taxpayer identification number or social security number) of the record owner
of the shares being tendered. If the shares are held in more than one name or are not in the name of the actual owner, consult
the instructions to the IRS Form W-9 for additional guidance on which number to report.
If the tendering stockholder
has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future, such stockholder should write
“Applied For” in the space for the TIN on the IRS Form W-9. Notwithstanding that “Applied For” is written
in the space for the TIN, the Depositary will withhold 28% on all payments made prior to the time a properly certified TIN is provided
to the Depositary. However, these amounts will be refunded to such stockholder if a TIN is provided to the Depositary within 60
days.
Some stockholders (including,
among others, certain corporations and certain foreign individuals and entities) are not subject to backup withholding. Any foreign
stockholder will be subject to withholding at a rate of 30% on payments received pursuant to the Offer, unless the Depositary determines
that a reduced or zero rate of withholding is applicable pursuant to an applicable income tax treaty or that an exemption from
withholding is applicable because such gross proceeds are effectively connected with the conduct of a trade or business within
the United States. Backup withholding generally will not apply to amounts subject to the 30% or treaty-reduced rate of withholding.
Any dividends paid to a foreign stockholder and any tax withheld with respect to such dividends will be reported to the IRS. Copies
of these reports may be made available to tax authorities in the country where the foreign stockholder resides.
In order to establish
an exemption from backup withholding or to obtain a reduced or zero rate of withholding under an applicable income tax treaty,
a foreign stockholder must deliver to the Depositary before the payment is made a properly completed and executed IRS Form W-8BEN
(or other applicable IRS Form W-8) claiming such reduction or exemption. In order to claim an exemption from withholding on the
grounds that gross proceeds paid pursuant to the Offer are effectively connected with the conduct of a trade or business within
the United States, a foreign stockholder must deliver to the Depositary before the payment is made a properly completed and executed
IRS Form W-8ECI claiming such exemption. Such forms can be obtained from the Depositary or the IRS at www.irs.gov. A foreign stockholder
may be eligible to file for a refund of such tax or a portion of such tax withheld if such stockholder meets the “complete
termination,” “substantially disproportionate” or “not essentially equivalent to a dividend” tests
described in Section 13 of the Offer to Purchase or if such stockholder is entitled to a reduced or zero rate of withholding pursuant
to a tax treaty and the Depositary withheld at a higher rate.
11. Requests for Assistance
or Additional Copies. Questions and requests for assistance may be directed to the Information Agent at the address set forth
below. Additional copies of the Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained
from the Information Agent.
12. Lost, Destroyed
or Stolen Certificates. If your certificate(s) for part or all of your shares has been lost, stolen, destroyed or mutilated,
you should check the box for “Lost Certificates” in the box on page 1 and promptly send the completed Letter of Transmittal
to the Depositary. Upon receipt of your Letter of Transmittal, the Depositary will provide you with instructions on how to obtain
a replacement certificate. You may be asked to post a bond to secure against the risk that the certificate may be subsequently
recirculated. There may be a fee and additional documents may be required to replace lost certificates. This Letter of Transmittal
and related documents cannot be processed until the procedures for replacing lost, stolen, destroyed or mutilated certificates
have been followed. You are urged to send the properly completed Letter of Transmittal to the Depositary immediately to ensure
timely processing of documentation. If you have questions, you may contact the Depositary at (800) 546-5141.
13. Order of Purchase
in Event of Proration. As described in Section 1 of the Offer to Purchase, stockholders may designate the order in which their
shares are to be purchased in the event of proration. The order of purchase may have an effect on the U.S. federal income tax classification
of any gain or loss on the shares purchased.
IMPORTANT.
This Letter of Transmittal, together with any required signature guarantees, or, in the case of a book-entry transfer, an agent’s
message, and any other required documents, must be received by the Depositary prior to the Expiration Time and either certificates
for tendered shares must be received by the Depositary or shares must be delivered pursuant to the procedures for book-entry transfer,
in each case prior to the Expiration Time, or the tendering stockholder must comply with the procedures for guaranteed delivery.
The Letter of Transmittal,
certificates for shares and any other required documents should be sent or delivered by each stockholder of the Company or such
stockholder’s broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set
forth below.
By First Class Mail: |
By Registered Mail or Overnight Courier: |
|
|
Computershare Trust Company, N.A. |
Computershare Trust Company, N.A. |
Attn: Corporate Actions Voluntary Officer |
Attn: Corporate Actions Voluntary Officer |
P.O. Box 43011 |
250 Royall St., Suite V |
Providence, Rhode Island 02940-3011 |
Canton, Massachusetts 02021 |
Delivery of this Letter
of Transmittal to an address other than as set forth above will not constitute a valid delivery to the Depositary.
Questions and requests
for assistance may be directed to the Information Agent at the address set forth below. Additional copies of the Offer to Purchase,
this Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the Information Agent. You may also contact
your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.
The Information Agent
for the Offer is:
480 Washington Boulevard,
26th Floor
Jersey City, NJ 07310
Banks, Brokers and Shareholders
Call Toll-Free: (800) 676-0098
Exhibit (a)(1)(C)
Notice of Guaranteed
Delivery
(Not to be used for
Signature Guarantee)
for
Tender of Shares of
Common Stock
of
P.A.M. TRANSPORTATION
SERVICES, INC.
THE OFFER PRORATION
PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE
AT
12:00 MIDNIGHT, EASTERN TIME, ON JUNE 22, 2015,
UNLESS THE OFFER IS
EXTENDED.
As set forth in Section
3 of the Offer to Purchase (as defined below) this form must be used to accept the Offer (as defined below) if (1) certificates
for your shares of common stock, par value $0.01 per share, of P.A.M. Transportation Services, Inc., a Delaware corporation, are
not immediately available, (2) the procedures for book-entry transfer cannot be completed on a timely basis or (3) time will not
permit all required documents to reach the Depositary prior to the Expiration Time. This form may be delivered by hand or transmitted
by facsimile transmission or mail to the Depositary. See Section 3 of the Offer to Purchase. Unless the context otherwise
requires, all references to the shares shall refer to the common stock of the Company.
The Depositary for
the Offer is:
Computershare Trust Company,
N.A.
By First Class Mail: |
By Facsimile Transmission: |
By Registered Mail or Overnight Courier: |
|
For Eligible Institutions Only: |
|
Computershare Trust Company, N.A. |
(617) 360-6810 |
Computershare Trust Company, N.A. |
Attn: Corporate Actions Voluntary Officer |
|
Attn: Corporate Actions Voluntary Officer |
P.O. Box 43011 |
For Confirmation Only |
250 Royall St, Suite V |
Providence, RI 02940-3011 |
Telephone: |
Canton, MA 02021 |
|
(781) 575-2332 |
|
Delivery of this Notice
of Guaranteed Delivery to an address other than as set forth above will not constitute a valid delivery. Please be advised that
submissions made outside of normal business hours may be subject to a fee by the Depositary.
This Notice of Guaranteed
Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an
eligible institution under the instructions in the Letter of Transmittal, the signature guarantee must appear in the applicable
space provided in the signature box on the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby
tenders to P.A.M. Transportation Services, Inc., a Delaware corporation (the “Company”), at the price per share indicated
in this Notice of Guaranteed Delivery, on the terms and subject to the conditions set forth in the Offer to Purchase dated May
22, 2015 (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the “Offer”), receipt of which is hereby acknowledged, the number of shares set forth
below, all pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. Unless the context otherwise
requires, all references to the shares shall refer to the common stock of the Company.
Number of Shares
to be tendered: _____________ shares.
THE UNDERSIGNED IS
TENDERING SHARES AS FOLLOWS (CHECK ONLY ONE BOX):
(1) SHARES TENDERED
AT PRICE DETERMINED BY STOCKHOLDER (SEE INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL)
By checking ONE of the
following boxes below INSTEAD OF THE BOX BELOW UNDER “(2) Shares Tendered at Price Determined Under the Offer,” the
undersigned hereby tenders shares at the price checked. This action could result in none of the shares being purchased if the purchase
price determined by the Company for the shares is less than the price checked below. A STOCKHOLDER WHO DESIRES TO TENDER SHARES
AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE NOTICE OF GUARANTEED DELIVERY AND/OR LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH
SHARES ARE TENDERED. The same shares cannot be tendered, unless previously properly withdrawn as provided in Section 4 of the
Offer to Purchase, at more than one price.
PRICE (IN DOLLARS)
PER SHARE AT WHICH SHARES
ARE BEING TENDERED
|
¨ $59.00 |
¨ $61.00 |
¨ $63.00 |
|
|
|
|
|
|
|
¨ $60.00 |
¨ $62.00 |
|
|
OR
(2) SHARES TENDERED
AT PRICE DETERMINED UNDER THE OFFER (SEE INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL)
By checking the box below
INSTEAD OF ONE OF THE BOXES ABOVE UNDER “(1) Shares Tendered at Price Determined by Stockholder,” the undersigned hereby
tenders shares at the purchase price, as the same shall be determined by the Company in accordance with the terms of the Offer.
For purposes of determining the purchase price, those shares that are tendered by the undersigned agreeing to accept the purchase
price determined in the Offer will be deemed to be tendered at the minimum price.
¨ The undersigned
wants to maximize the chance of having the Company purchase all of the shares the undersigned is tendering (subject to the possibility
of proration). Accordingly, by checking this box instead of one of the price boxes above, the undersigned hereby tenders shares
at, and is willing to accept, the purchase price determined by the Company in accordance with the terms of the Offer. THE UNDERSIGNED
SHOULD UNDERSTAND THAT THIS ELECTION MAY LOWER THE PURCHASE PRICE AND COULD RESULT IN THE TENDERED SHARES BEING PURCHASED AT THE
MINIMUM PRICE OF $59.00 PER SHARE.
CHECK ONLY ONE BOX
UNDER (1) OR (2) ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.
THE GUARANTEE SET FORTH
BELOW MUST BE COMPLETED.
GUARANTEE
(Not To Be Used For
Signature Guarantee)
The undersigned, a firm
that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including
the Securities Transfer Agents Medallion Program, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchange
Medallion Program, or is otherwise an “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hereby guarantees (1) that the above named person(s)
“own(s)” the shares tendered hereby within the meaning of Rule 14e-4 under the Exchange Act, (2) that such tender of
shares complies with Rule 14e-4 under the Exchange Act and (3) to deliver to the Depositary either the certificates representing
the shares tendered hereby, in proper form for transfer, or a book-entry confirmation (as defined in the Offer to Purchase) with
respect to such shares, in any such case together with a properly completed and duly executed Letter of Transmittal (or a facsimile
thereof), with any required signature guarantees, or an agent’s message (as defined in the Offer to Purchase) in the case
of a book-entry delivery, and any other required documents, within three business days (as defined in the Offer to Purchase) after
the date hereof.
The eligible institution
that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates
for shares to the Depositary within the time period shown herein. Failure to do so could result in financial loss to such eligible
institution.
Name of Firm: |
|
|
|
Authorized Signature: |
|
|
|
Name: |
|
|
(Please Type or Print) |
|
|
Title: |
|
|
|
Address: |
|
|
|
Zip Code: |
__________________________ |
Area Code and Telephone
Number: _________________________________________________________
Dated: _____________,
2015
Note: Do not send certificates
for shares with this Notice.
Certificates for Shares
should be sent with your Letter of Transmittal.
Exhibit (a)(1)(D)
Offer to Purchase for
Cash
by
P.A.M. TRANSPORTATION
SERVICES, INC.
of
Up to 80,000 shares
of its Common Stock
at a Purchase Price
Not Greater Than $63.00 nor Less Than $59.00 Per Share
THE OFFER, PRORATION
PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE
AT
12:00 MIDNIGHT, EASTERN TIME, ON JUNE 22, 2015,
UNLESS THE OFFER IS
EXTENDED.
May 22, 2015
To Brokers, Dealers,
Commercial Banks,
Trust Companies and Other
Nominees:
We have been appointed
by P.A.M. Transportation Services, Inc., a Delaware corporation (the “Company”), to act as Information Agent in connection
with its offer to purchase for cash up to 80,000 shares of its common stock, par value $0.01 per share, at a price, net to the
seller in cash, less any applicable withholding taxes and without interest, not greater than $63.00 nor less than $59.00 per share,
upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 22, 2015 (the “Offer to Purchase”)
and the related Letter of Transmittal (which, together with any supplements or amendments thereto, collectively constitute the
“Offer”). Please furnish copies of the enclosed materials to those of your clients for whom you hold shares registered
in your name or in the name of your nominee. Unless the context otherwise requires, all references to the shares shall refer to
the common stock of the Company.
Enclosed with this letter
are copies of the following documents:
| 1. | Offer to Purchase dated May 22, 2015; |
| 2. | Letter of Transmittal, for your use in accepting the Offer and tendering shares of and for the information
of your clients; |
| 3. | Form of letter that may be sent to your clients for whose account you hold shares registered in your
name or in the name of a nominee, with an Instruction Form provided for obtaining such client’s instructions with regard
to the Offer; and |
| 4. | Notice of Guaranteed Delivery with respect to shares, to be used to accept the Offer in the event
you are unable to deliver the share certificates, together with all other required documents, to the Depositary before the Expiration
Time, or if the procedure for book-entry transfer cannot be completed before the Expiration Time. |
Certain conditions
to the Offer are described in Section 6 of the Offer to Purchase.
We urge you to contact
your clients promptly. Please note that the Offer, proration period and withdrawal rights will expire at the end of the day, 12:00
Midnight, Eastern Time, on June 22, 2015, unless the Offer is extended.
Under no circumstances
will interest be paid on the purchase price of the shares regardless of any extension of, or amendment to, the Offer or any delay
in paying for such shares.
The Company will not
pay any fees or commissions to any broker or dealer or other person (other than the Information Agent and the Depositary, as described
in the Offer to Purchase) in connection with the solicitation of tenders of shares pursuant to the Offer. However, the Company
will, on request, reimburse you for customary mailing and handling expenses incurred by you in forwarding copies of the enclosed
Offer materials to your clients. The Company will pay or cause to be paid any stock transfer taxes applicable to its purchase of
shares pursuant to the Offer, except as otherwise provided in the Offer to Purchase and Letter of Transmittal (see Instruction
7 of the Letter of Transmittal).
Questions and requests
for additional copies of the enclosed material may be directed to us at our address and telephone number set forth on the back
cover of the Offer to Purchase.
|
Very truly yours, |
|
|
|
Georgeson Inc. |
Nothing contained
in this letter or in the enclosed documents shall render you or any other person the agent of the Company, the Depositary, the
Information Agent or any affiliate of any of them or authorize you or any other person to give any information or use any document
or make any statement on behalf of any of them with respect to the Offer other than the enclosed documents and the statements contained
therein.
Exhibit (a)(1)(E)
Offer to Purchase for
Cash
by
P.A.M. TRANSPORTATION
SERVICES, INC.
of
Up to 80,000 shares
of Its Common Stock
at a Purchase Price
Not Greater Than $63.00 nor Less Than $59.00 Per Share
THE OFFER, PRORATION
PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE
AT
12:00 MIDNIGHT, EASTERN TIME, ON JUNE 22, 2015,
UNLESS THE OFFER IS
EXTENDED.
To Our Clients:
Enclosed for your consideration
are the Offer to Purchase, dated May 22, 2015 (the “Offer to Purchase”), and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the “Offer”), in connection with the offer
by P.A.M. Transportation Services, Inc., a Delaware corporation (the “Company”), to purchase for cash up to 80,000
shares of its common stock, par value $0.01 per share, at a price not greater than $63.00 nor less than $59.00 per share, net to
the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions of
the Offer. Unless the context otherwise requires, all references to shares shall refer to the common stock of the Company.
On the terms and subject
to the conditions of the Offer, the Company will determine a single per-share price, not greater than $63.00 nor less than $59.00
per share, net to the seller in cash, less any applicable withholding taxes and without interest, that it will pay for shares properly
tendered and not properly withdrawn in the Offer, taking into account the total number of shares tendered and the prices specified
by tendering stockholders. After the Offer expires, the Company will look at the prices chosen by stockholders for all of the shares
properly tendered. The Company will then select the lowest purchase price (in multiples of $1.00) within the price range specified
above that will allow it to purchase 80,000 shares. If fewer than 80,000 shares are properly tendered, the Company will select
the price that will allow it to purchase all the shares that are properly tendered and not properly withdrawn. The Company will
purchase all shares properly tendered before the Expiration Time (as defined in the Offer to Purchase) at or below the purchase
price and not properly withdrawn at the purchase price the Company selects, net to the seller in cash, less any applicable withholding
tax and without interest, on the terms and subject to the conditions of the Offer, including its proration provisions. All shares
acquired in the Offer will be acquired at the same purchase price. The Company reserves the right, in its sole discretion, to purchase
more than 80,000 shares in the Offer, subject to applicable law. The Company will return shares tendered at prices greater than
the purchase price and shares not purchased because of proration provisions to the tendering stockholders at the Company’s
expense promptly after the Offer expires. See Sections 1 and 3 of the Offer to Purchase.
If the number of shares
properly tendered is less than or equal to 80,000 shares (or such greater number of shares as the Company may elect to purchase
pursuant to the Offer, subject to applicable law), the Company will, on the terms and subject to the conditions of the Offer, purchase
at the purchase price selected by the Company all shares so tendered.
On the terms and subject
to the conditions of the Offer, if at the expiration of the Offer more than 80,000 shares (or such greater number of shares as
the Company may elect to purchase, subject to applicable law) are properly tendered at or below the purchase price, the Company
will buy shares on a pro rata basis from all stockholders who properly tender shares at or below the purchase price selected by
the Company. See Sections 1 and 3 of the Offer to Purchase.
We are the owner of record
of shares held for your account. As such, we are the only ones who can tender your shares, and then only pursuant to your instructions.
We are sending you the Letter of Transmittal for your information only; you cannot use it to tender shares we hold for your
account.
Please instruct us as
to whether you wish us to tender any or all of the shares we hold for your account on the terms and subject to the conditions of
the Offer.
Please note the following:
1. You may tender your
shares at prices not greater than $63.00 nor less than $59.00 per share, as indicated in the attached Instruction Form, net to
you in cash, less any applicable withholding taxes and without interest. If you want to maximize the chance of having the Company
purchase all of your shares, you may also tender your shares at a price determined under the Offer.
2. You should consult
with your broker or other financial or tax advisor on the possibility of designating the priority in which your shares will be
purchased in the event of proration.
3. The Offer is not conditioned
on any minimum number of shares being tendered. The Offer is, however, subject to certain other conditions set forth in Section
6 of the Offer to Purchase.
4. The Offer, withdrawal
rights and proration period will expire at the end of the day, 12:00 Midnight, Eastern Time, on June 22, 2015, unless the Company
extends the Offer.
5. The Offer is for 80,000
shares, constituting approximately 1.1% of the total number of issued shares of the Company’s common stock as of May 20,
2015.
6. Tendering stockholders
who are registered stockholders or who tender their shares directly to Computershare Trust Company, N.A. will not be obligated
to pay any brokerage commissions or fees to the Company or, except as set forth in the Offer to Purchase and the Letter of Transmittal,
stock transfer taxes on the Company’s purchase of shares under the Offer.
7. If you wish to tender
portions of your shares at different prices, you must complete a separate Instruction Form for each price at which you wish to
tender each such portion of your shares. We must submit separate Letters of Transmittal on your behalf for each price you will
accept for each portion tendered.
If you wish to have us
tender any or all of your shares, please so instruct us by completing, executing, detaching and returning to us the attached Instruction
Form. If you authorize us to tender your shares, we will tender all your shares unless you specify otherwise on the attached Instruction
Form.
Your prompt action
is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit a tender on your behalf before
the Expiration Time of the Offer. Please note that the Offer, proration period and withdrawal rights will expire at the end of
the day, 12:00 Midnight, Eastern Time, on June 22, 2015, unless the Offer is extended.
The Offer is being made
solely under the Offer to Purchase and the related Letter of Transmittal and is being made to all record holders of shares of the
Company’s common stock. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares
residing in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction.
The Company’s
Board of Directors has approved the Offer. However, neither the Company nor any member of its Board of Directors, nor the Depositary,
or the Information Agent is making any recommendation to you as to whether to tender or refrain from tendering your shares or as
to the purchase price or purchase prices at which you may choose to tender your shares. You must make your own decision as to whether
to tender and, if so, how many shares to tender and the purchase price or purchase prices at which your shares should be tendered.
In doing so, you should read carefully the information in the Offer to Purchase and in the related Letter of Transmittal, including
the Company’s reasons for making the Offer. See Section 2 of the Offer to Purchase. You should discuss whether to
tender your shares with your broker or other financial or tax advisor.
The Company’s
directors and executive officers are entitled to participate in the Offer on the same basis as all other stockholders. The Chairman
of the Company’s Board of Directors, Mr. Matthew T. Moroun, has advised the Company that, although no final decision has
been made, he or the Moroun Trust, of which he is a co-trustee and a beneficiary, may tender up to a total of 230,000 shares that
they beneficially own in the Offer. Mr. Moroun and the Moroun Trust collectively beneficially own approximately 58% of the outstanding
shares of the Company’s common stock. In addition, our President and Chief Executive Officer, Mr. Daniel H. Cushman, and
a director, Mr. W. Scott Davis, each has advised the Company that, although no final decision has been made, Mr. Cushman may tender
up to 14,800 shares that he beneficially owns in the Offer and Mr. Davis may tender up to 10,000 shares that he beneficially owns
in the Offer. The Company’s other directors and executive officers have advised the Company that they do not intend to tender
any of their shares in the Offer.
If Messrs. Moroun,
Cushman, Davis and the Moroun Trust properly tender all of the shares which they have indicated they may tender in this Offer,
the Offer will be oversubscribed, even if the Company exercises its right to increase the number of shares accepted for payment
by up to an additional 2% of the Company’s outstanding shares (or approximately 148,566 additional shares). In such circumstance,
the price(s) at which Messrs. Moroun, Cushman, Davis and the Moroun Trust tender their shares could determine the price at which
all of the shares accepted for payment are purchased. Additionally, if the Offer is oversubscribed, the Company will purchase shares
on a pro rata basis from all stockholders who properly tender shares at or below the purchase price the Company determines. Therefore,
if you wish to maximize the chance that your shares will be purchased and wish to maximize the number of your shares accepted for
payment, you should tender as many shares as you own and are willing to sell in the Offer and select the option to tender your
shares at the “Price Determined Under the Offer” indicating that you will accept the purchase price the Company determines.
INSTRUCTION FORM WITH
RESPECT TO
Offer to Purchase for
Cash
by
P.A.M. TRANSPORTATION
SERVICES, INC.
of
Up to 80,000 shares
of its Common Stock
at a Purchase Price
Not Greater Than $63.00 nor Less Than $59.00 Per Share
The undersigned acknowledge(s)
receipt of your letter and the enclosed Offer to Purchase, dated May 22, 2015 (the “Offer to Purchase”), and the related
Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”),
in connection with the Offer by P.A.M. Transportation Services, Inc., a Delaware corporation (the “Company”), to purchase
for cash up to 80,000 shares of its common stock, par value $0.01 per share, at a price, net to the seller in cash, less any applicable
withholding tax and without interest, not greater than $63.00 nor less than $59.00 per share, specified by the undersigned, on
the terms and subject to the conditions of the Offer. Unless the context otherwise requires, all references to the shares shall
refer to the common stock of the Company.
The undersigned hereby
instruct(s) you to tender to the Company the number of shares indicated below or, if no number is indicated, all shares you hold
for the account of the undersigned, at the price per share indicated below, on the terms and subject to the conditions of the Offer.
In participating in the
Offer to purchase for cash, the undersigned acknowledges that: (1) the Offer is established voluntarily by the Company, it is discretionary
in nature and it may be extended, modified, suspended or terminated by the Company as provided in the Offer; (2) the undersigned
is voluntarily participating in the Offer; (3) the future value of the Company’s common stock is unknown and cannot be predicted
with certainty; (4) any foreign exchange obligations triggered by the undersigned’s tender of shares or the recipient of
proceeds are solely his or her responsibility; and (5) regardless of any action that the Company takes with respect to any or all
income/capital gains tax, social security or insurance, transfer tax or other tax-related items (“Tax Items”) related
to the Offer and the disposition of shares, the undersigned acknowledges that the ultimate liability for all Tax Items is and remains
his or her sole responsibility. In that regard, the undersigned authorizes the Company to withhold all applicable Tax Items legally
payable by the undersigned.
The undersigned consents
to the collection, use and transfer, in electronic or other form, of the undersigned’s personal data as described in this
document by and among, as applicable, the Company, its subsidiaries, and third party administrators for the exclusive purpose of
implementing, administering and managing his or her participation in the Offer.
The undersigned understands
that the Company holds certain personal information about him or her, including, as applicable, but not limited to, the undersigned’s
name, home address and telephone number, date of birth, social security or insurance number or other identification number, nationality,
any shares of stock held in the Company, details of all options or any other entitlement to shares outstanding in the undersigned’s
favor, for the purpose of implementing, administering and managing his or her stock ownership (“Data”). The undersigned
understands that Data may be transferred to any third parties assisting in the implementation, administration and management of
the Offer, that these recipients may be located in his or her country or elsewhere, and that the recipient’s country may
have different data privacy laws and protections than his or her country. The undersigned understands that he or she may request
a list with the names and addresses of any potential recipients of the Data by contacting the Company. The undersigned authorizes
the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing,
administering and managing his or her participation in the Offer, including any requisite transfer of such Data as may be required
to a broker or other third party with whom held any shares of stock. The undersigned understands that Data will be held only as
long as is necessary to implement, administer and manage his or her participation in the Offer. The undersigned understands that
he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary
amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company. The
undersigned understands, however, that refusing or withdrawing his or her consent may affect his or her ability to participate
in the Offer. For more information on the consequences of his or her refusal to consent or withdrawal of consent, the undersigned
understands that he or she may contact the Company.
Number of shares to be
tendered by you for the account of the undersigned: __________ shares*
* Unless otherwise indicated,
it will be assumed that all shares held by us for your account are to be tendered.
CHECK ONLY ONE BOX:
(1) SHARES TENDERED
AT PRICE DETERMINED BY STOCKHOLDER (SEE INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL)
By checking ONE of the
following boxes below INSTEAD OF THE BOX BELOW UNDER “(2) Shares Tendered at Price Determined Under the Offer,” the
undersigned hereby tenders shares at the price checked. This action could result in none of the shares being purchased if the purchase
price determined by the Company for the shares less than the price checked below. A STOCKHOLDER WHO DESIRES TO TENDER SHARES
AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE INSTRUCTION FORM FOR EACH PRICE AT WHICH SHARES ARE TENDERED. The same shares
cannot be tendered, unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase, at more than one price.
PRICE (IN DOLLARS)
PER SHARE AT WHICH SHARES
ARE BEING TENDERED
|
¨ $59.00 |
¨ $61.00 |
¨ $63.00 |
|
|
|
|
|
|
|
¨ $60.00 |
¨ $62.00 |
|
|
OR
(2) SHARES TENDERED
AT PRICE DETERMINED UNDER THE OFFER (SEE INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL)
By checking the box below
INSTEAD OF ONE OF THE BOXES ABOVE UNDER “(1) Shares Tendered at Price Determined by Stockholder,” the undersigned hereby
tenders shares at the purchase price, as the same shall be determined by the Company in accordance with the terms of the Offer.
For purposes of determining the purchase price, those shares that are tendered by the undersigned agreeing to accept the purchase
price determined in the Offer will be deemed to be tendered at the minimum price.
¨ The undersigned wants
to maximize the chance of having the Company purchase all of the shares the undersigned is tendering (subject to the possibility
of proration). Accordingly, by checking this box instead of one of the price boxes above, the undersigned hereby tenders shares
at, and is willing to accept, the purchase price determined by the Company in accordance with the terms of the Offer. THE UNDERSIGNED
SHOULD UNDERSTAND THAT THIS ELECTION MAY LOWER THE PURCHASE PRICE AND COULD RESULT IN THE TENDERED SHARES BEING PURCHASED AT THE
MINIMUM PRICE OF $59.00 PER SHARE.
CHECK ONLY ONE BOX UNDER
(1) OR (2) ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.
Exhibit (a)(1)(F)
PRESS RELEASE
P.A.M. Transportation
Services, Inc. Commences Self Tender Offer to Purchase up to 80,000 shares
Tontitown,
Arkansas, May 22, 2015….. P.A.M. Transportation Services, Inc. (NASDAQ: PTSI) today
announced the commencement of a modified “Dutch auction” tender offer to purchase up to 80,000 shares, or about 1.1%,
of its outstanding common stock using available cash, cash equivalents and short-term investments, at a price of not less than
$59.00 and not more than $63.00 per share. The tender offer will expire at the end of the day, 12:00 Midnight, Eastern Time, on
June 22, 2015, unless extended or withdrawn. The Board of Directors determined that it is
in the Company’s best interest to repurchase shares at this time given P.A.M.’s cash position and stock price.
A modified “Dutch
auction” tender offer allows stockholders to indicate how many shares and at what price(s) they wish to tender their shares
within the specified price range. Based on the number of shares tendered and the prices specified by the tendering stockholders,
the Company will determine the lowest price per share within the range that will allow it to purchase up to 80,000 shares of its
common stock, or a lower amount depending on the number of shares properly tendered and not properly withdrawn. Stockholders whose
shares are purchased in the offer will receive the determined purchase price per share in cash, without interest, after the expiration
of the offer period, subject to the conditions of the tender offer, including the provisions relating to proration. All shares
tendered at prices higher than the purchase price will not be purchased and will be promptly returned to stockholders. The tender
offer is not conditioned upon any minimum number of shares being tendered; however, the tender offer is subject to a number of
other terms and conditions. Specific instructions and an explanation of the terms and conditions of the tender offer are contained
in the Offer to Purchase and related materials that are being mailed to stockholders.
P.A.M. Transportation
has retained Computershare Trust Company, N.A. as the depositary for the tender offer and Georgeson Inc., as the information agent.
Copies of the Offer to
Purchase, the related Letter of Transmittal and the Notice of Guaranteed Delivery are being mailed to the Company’s stockholders.
Additional copies of the Offer to Purchase, the related Letter of Transmittal or the Notice of Guaranteed Delivery may be obtained
at the Company’s expense from the information agent at (800) 676-0098 (toll free). Questions regarding the tender offer
should be directed to the information agent at (800) 676-0098 (toll free).
P.A.M. Transportation
Services, Inc. is a leading truckload dry van carrier transporting general commodities throughout the continental United States,
as well as in the Canadian provinces of Ontario and Quebec. The Company also provides transportation services in Mexico through
its gateways in Laredo and El Paso, Texas under agreements with Mexican carriers.
Certain Information
Regarding the Tender Offer
The information in this
press release describing P.A.M. Transportation’s tender offer is for informational purposes only and does not constitute
an offer to buy or the solicitation of an offer to sell shares of P.A.M. Transportation’s common stock in the tender offer.
The tender offer is being made only pursuant to the Offer to Purchase and the related materials that P.A.M. Transportation is distributing
to its stockholders, as they may be amended or supplemented. Stockholders should read such Offer to Purchase and related materials
carefully and in their entirety because they contain important information, including the various terms and conditions of the tender
offer. Stockholders of P.A.M. Transportation may obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to
Purchase and other documents that P.A.M. Transportation is filing with the Securities and Exchange Commission from the Securities
and Exchange Commission’s website at www.sec.gov. Stockholders may also obtain a copy of these documents, without charge,
from Georgeson Inc., the information agent for the tender offer, toll free at (800) 676-0098. Stockholders are urged to carefully
read all of these materials prior to making any decision with respect to the tender offer. Stockholders and investors who have
questions or need assistance may call Georgeson Inc., the information agent for the tender offer, toll free at (800) 676-0098.
Note Regarding Forward-Looking
Statements
Certain information included
in this document contains or may contain “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements may relate to expected future financial and operating results or
events, and are thus prospective. Such forward-looking statements are subject to risks, uncertainties and other factors which could
cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Potential
risks and uncertainties include, but are not limited to, excess capacity in the trucking industry; surplus inventories; recessionary
economic cycles and downturns in customers’ business cycles; increases or rapid fluctuations in fuel prices, interest rates,
fuel taxes, tolls, license and registration fees; the resale value of the Company’s used equipment and the price of new equipment;
increases in compensation for and difficulty in attracting and retaining qualified drivers and owner-operators; increases in insurance
premiums and deductible amounts relating to accident, cargo, workers’ compensation, health, and other claims; unanticipated
increases in the number or amount of claims for which the Company is self insured; inability of the Company to continue to secure
acceptable financing arrangements; seasonal factors such as harsh weather conditions that increase operating costs; competition
from trucking, rail, and intermodal competitors including reductions in rates resulting from competitive bidding; the ability to
identify acceptable acquisition candidates, consummate acquisitions, and integrate acquired operations; a significant reduction
in or termination of the Company’s trucking service by a key customer; and other factors, including risk factors, included
from time to time in filings made by the Company with the Securities and Exchange Commission. The Company undertakes no obligation
to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise. In
light of these risks and uncertainties, the forward-looking events and circumstances discussed above and in company filings might
not transpire.
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