Amended Tender Offer Statement by Issuer (sc To-i/a)
August 09 2021 - 5:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 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)
Joseph A. Vitiritto
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*
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Amount of
Filing Fee**
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$7,400,000
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$808
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*
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Estimated for purposes of calculating the amount of the filing fee only, this amount is based on the purchase
of 200,000 shares of common stock at the maximum tender offer price of $37.00 per share.
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**
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The Amount of Filing Fee calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934,
as amended, equals $109.10 for each $1,000,000 of the value of the transaction.
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x
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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.
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Amount Previously
Paid: $808
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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: July 27, 2021
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¨
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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Check the appropriate boxes below
to designate any transaction to which the statement relates:
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¨
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third party tender offer subject to Rule 14d-1.
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x
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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.
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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:
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¨
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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¨
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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AMENDMENT NO. 1 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 July 27, 2021 (together with all amendments and supplements
thereto, the “Schedule TO”). The Schedule TO, as amended by this Amendment No. 1, relates to the Company’s offer to
purchase for cash up to 200,000 shares of its common stock, par value $0.01 per share (the “common stock”) (as adjusted for
the Company’s previously announced 2-for-1 forward split of its common stock in the form of a 100% stock dividend payable on August
16, 2021, to stockholders of record on July 30, 2021 (the “Stock Split”)) at a price not greater than $37.00 nor less than
$32.00 per share (as adjusted for the Stock Split), 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
July 27, 2021 (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”). The Offer expires at 5:00 p.m., Eastern Time, on August 26, 2021, unless
the Offer is extended or terminated.
The number of shares of common
stock subject to the Offer and the per share price range for the Offer reflect the number of shares of the Company’s common stock
that will be outstanding and the resulting adjustment to trading price of the common stock in the market after the Stock Split is effected
on August 16, 2021. All shares tendered in response to the Offer will be deemed to be on a post-split basis, and thus no adjustment will
be made to the number of tendered shares. By way of example only, a stockholder who owns 100 shares of common stock on July 30, 2021,
and wishes to tender all of his, her or its shares should tender 200 shares of common stock in response to the Offer to Purchase, as the
stockholder will own 200 shares of common stock following the Stock Split.
Only those items reported in
this Amendment No. 1 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. 1 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. 1 is to amend and supplement the Schedule TO to incorporate the Company’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2021, filed with the Securities and Exchange Commission on August 6, 2021. 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 August 6, 2021, the Company
filed a Quarterly Report on Form 10-Q for the quarter ended June 30, 2021. The report is incorporated herein by reference.
Item
12. Exhibits.
Item 12 of the Schedule
TO is hereby amended and supplemented to add the following exhibit:
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: August 9, 2021
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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
*Previously filed.
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