UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment No. 3
to
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:
Courtney C. Crouch,
III, Esq.
Mitchell, Williams,
Selig, Gates & Woodyard, P.L.L.C.
425 West Capitol, Ste.
1800
Little Rock, Arkansas
72201
Telephone: (501) 688-8822
Facsimile: (501) 918-7822
CALCULATION OF REGISTRATION
FEE
Transaction Valuation*
|
Amount of
Filing Fee**
|
$12,000,000
|
$1,494
|
|
*
|
Estimated for purposes of calculating the amount of the
filing fee only, this amount is based on the purchase of 400,000 shares of common stock at the maximum tender offer price of $30.00
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 $124.50 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: $1,494
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Filing Party: P.A.M. Transportation Services, Inc.
|
|
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Form or Registration No.: Schedule TO-I
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Date Filed: October 10, 2017
|
|
☐
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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:
|
☐
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third party tender offer
subject to Rule 14d-1.
|
|
☒
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issuer tender offer subject
to Rule 13e-4.
|
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☐
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going private transaction
subject to Rule 13e-3.
|
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☐
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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)
|
|
☐
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Rule 14d-1(d) (Cross-Border
Third-Party Tender Offer)
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AMENDMENT NO. 3
TO SCHEDULE TO
P.A.M. Transportation
Services, Inc., a Delaware corporation (“PAM” or the “Company”), hereby amends and supplements its Tender
Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on October 10, 2017 (together with
all amendments and supplements thereto, the “Schedule TO”). The Schedule TO, as amended by this Amendment No. 3 and
Amendment Nos. 1 and 2 filed on October 30, 2017 and November 8, 2017, respectively, relates to the Company’s offer to purchase
for cash up to 400,000 shares of its common stock, par value $0.01 per share, at a price not greater than $30.00 nor less than
$27.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest. The Company’s offer
is being made upon the terms and subject to the conditions set forth in the original Offer to Purchase, dated October 10, 2017
(the “Offer to Purchase”), previously filed as Exhibit (a)(1)(A) to the Schedule TO, and the Letter of Transmittal
(the “Letter of Transmittal”) previously filed as Exhibit (a)(1)(B) to the Schedule TO (which, as amended and supplemented
from time to time together constitute the “Offer”).
Only those items
reported in this Amendment No. 3 are amended or supplemented. Except as specifically provided herein, the information contained
in the Schedule TO, the Offer to Purchase, the Letter of Transmittal and the other documents that constitute part of the Offer
remain unchanged.
All information
set forth in the Offer to Purchase, which was previously filed with the Schedule TO, is hereby incorporated by reference except
that such information is hereby amended and supplemented to the extent expressly provided herein. Such information amends and
supplements the information previously incorporated by reference in this Schedule TO. This Amendment No. 3 should be read in conjunction
with the Schedule TO, the Offer to Purchase, the Letter of Transmittal and the other documents that constitute part of the Offer,
as each may be further amended or supplemented from time to time.
The purpose of
this Amendment No. 3 is to amend and supplement the Schedule TO to indicate that, on November 10, 2017, the Company issued a press
release announcing the final results of the Offer. Accordingly, Items 11 and 12 of the Schedule TO, which incorporate by reference
the information contained in the Schedule TO and the Offer to Purchase, are hereby amended and supplemented as follows:
Item
11.
Additional Information.
Item 11(c) of the
Schedule TO is hereby amended and supplemented as follows:
On November 10,
2017, the Company issued a press release announcing the final results of the Offer. A copy of such press release is filed as Exhibit
(a)(1)(H) to this Schedule TO and is incorporated herein by reference.
Item
12.
Exhibits.
Item 12 of
the Schedule TO is hereby amended and supplemented to add the following exhibit:
|
(a)(1)(H)**
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Press Release announcing
the preliminary results of the Offer, dated November 10, 2017.
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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: November 13, 2017
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P.A.M. TRANSPORTATION SERVICES,
INC.
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By:
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/s/
Allen West
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Name:
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Allen West
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Title:
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Vice President, Chief Financial Officer,
Secretary and Treasurer
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EXHIBIT INDEX
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(a)(1)(A)*
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Offer to Purchase dated October 10, 2017.
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(a)(1)(B)*
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Letter of Transmittal.
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(a)(1)(C)*
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Notice of Guaranteed Delivery.
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(a)(1)(D)*
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated October
10, 2017.
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(a)(1)(E)*
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
dated October 10, 2017.
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(a)(1)(F)*
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Press Release dated October 10, 2017.
|
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(a)(1)(G)*
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Press
Release announcing the preliminary results of the Offer, dated November 8, 2017.
|
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(a)(1)(H)**
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Press
Release announcing the final results of the Offer, dated November 10, 2017.
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(a)(5)
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Press Release dated October 23, 2017 (incorporated by reference to Exhibit 99.1 to the Company’s
Current Report on Form 8-K filed on October 24, 2017).
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(b)
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Amended and Restated Loan Agreement dated March 28, 2016, among First Tennessee Bank National Association,
the Company and P.A.M. Transport, Inc., together with Fourth Amended and Restated Consolidated Revolving Credit Note, Amended and
Restated Security Agreement and Fourth Amended and Restated Guaranty Agreement (incorporated by reference to Exhibits 4.1, 4.2,
4.3 and 4.4, respectively, to the Company’s Current Report on Form 8-K filed on April 1, 2016).
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(d)(1)
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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).
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(d)(2)
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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).
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