Moroun Group Amends Stake in PAM Transportation

TL;DR

Moroun group updated their PAM Transportation filing, likely adjusting their significant ownership stake.

AI Summary

Matthew T. Moroun, through various trusts and entities, has amended their Schedule 13D filing for P.A.M. Transportation Services, Inc. as of July 29, 2024. The filing indicates a change in beneficial ownership, with Moroun and associated entities holding a significant stake in the company. The specific percentage of ownership and any dollar amounts related to transactions are not detailed in this excerpt.

Why It Matters

This filing signals a potential shift in control or influence over P.A.M. Transportation Services, Inc. by the Moroun group, which could impact the company's strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate activist investor activity or potential takeovers, introducing uncertainty for existing shareholders.

Key Players & Entities

• Matthew T. Moroun (person) — Filing person and beneficial owner
• P.A.M. Transportation Services, Inc. (company) — Subject company
• 2020 Irrevocable Lindsay S. Moroun Trust (company) — Group member
• Frederick P. Calderone (person) — Group member
• Grantor Trust for Matthew T. Moroun & Durarock Underwriters, Ltd. (company) — Group member

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securiti
• $72,731,914.48 b — tthew T. Moroun. The purchase price was $72,731,914.48 based on the number of shares multiplied
• $18.1830 — ares multiplied by a per share price of $18.1830. The per share price was determined by
• $1,340,085.52 b — J. Moroun Trust. The purchase price was $1,340,085.52 based on the number of shares multiplied
• $72,731,914 — romissory note to Matthew T. Moroun for $72,731,914.48, payable in monthly installments thr
• $1,340,085 — note to the Manuel J. Moroun Trust for $1,340,085.52, payable in monthly installments thr

Filing Documents

• pam_sc13da14.htm (SC 13D/A) — 89KB
• pam_ex01.htm (EX-99.1) — 120KB
• pam_ex02.htm (EX-99.2) — 28KB
• pam_ex03.htm (EX-99.3) — 119KB
• pam_ex04.htm (EX-99.4) — 25KB
• pam_ex06.htm (EX-99.6) — 6KB
• 0001683168-24-005188.txt ( ) — 389KB

Identity and Background

Item 2. Identity and Background

of the Schedule 13D is hereby amended

Item 2 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: (a) This statement is being filed by Matthew T. Moroun, the Grantor Trust for Matthew T. Moroun and DuraRock Underwriters, Ltd. (“Moroun Grantor Trust”), the 2020 Irrevocable Lindsay S. Moroun Trust dated November 24, 2020 (“2020 Lindsay Moroun Trust”), and Frederick P. Calderone (collectively, the “Reporting Persons”). (b) The business address for each of the Reporting Persons is 12225 Stephens Road, Warren, Michigan 48089. (c) Matthew T. Moroun is Chairman of the board of directors of the Issuer. He is also Chairman of the board of directors of Universal Logistics Holdings, Inc. (NASDAQ: ULH), a holding company that owns subsidiaries engaged in providing a variety of customized transportation and logistics solutions. ULH’s business address is 12755 E. Nine Mile Road, Warren, Michigan 48089. Matthew T. Moroun currently serves as Chairman and President of CenTra, Inc., a diversified holding company based in Warren, Michigan. The business address for CenTra, Inc. is 12225 Stephens Road, Warren, Michigan 48089. Mr. Moroun is also Chairman of Oakland Financial Corporation, an insurance and real estate holding company based in Sterling Heights, Michigan. The business address for Oakland Financial Corporation is 34200 Mound Road, Sterling Heights, Michigan 48310. Mr. Moroun owns or controls other privately-held businesses engaged in transportation services and real estate acquisition, development, and management. Frederick P. Calderone is a member of the board of directors of the Issuer. He is also a member of the board of directors of Universal Logistics Holdings, Inc. (NASDAQ: ULH), a holding company that owns subsidiaries engaged in providing a variety of customized transportation and logistics solutions. ULH’s business address is 12755 E. Nine Mile Road, Warren, Michigan 48089. Mr. Calderone retired from his position as

of the Schedule 13D is hereby amended and

Item 3 of the Schedule 13D is hereby amended and supplemented by inserting the following paragraphs after the last paragraph thereof: On May 9, 2024, Matthew J. Moroun and Frederick P. Calderone received 852 shares and 284 shares, respectively, of Common Stock from the Issuer upon their elections to receive stock in lieu of cash for a portion of the Issuer’s annual retainer for non-employee directors. On July 29, 2024, Matthew T. Moroun sold 4,000,000 shares of Common Stock of the Issuer beneficially owned by him to the 2020 Lindsay Moroun Trust, for which Matthew T. Moroun serves as trustee and Frederick P. Calderone serves as special trustee. Since the filing of Amendment No. 13 to this Schedule 13D, these 4,000,000 shares were transferred by the Moroun Grantor Trust to Matthew T. Moroun, as beneficiary of such trust. The source of funds for the purchase of these shares by the 2020 Lindsay Moroun Trust was an interest-bearing note to Matthew T. Moroun. The purchase price was $72,731,914.48 based on the number of shares multiplied by a per share price of $18.1830. The per share price was determined by an independent third party using the average of the high and low prices of the Company Common Stock as reported on the Nasdaq Stock Market on July 29, 2024, adjusted for an applicable block-trade discount. Also, on July 29, 2024, Matthew T. Moroun, as trustee of the Manuel J. Moroun Trust under Agreement dated March 24, 1977, as amended (the “Manuel J. Moroun Trust”), sold 73,700 shares of Common Stock of the Issuer beneficially owned by the Manuel J. Moroun Trust to the 2020 Lindsay Moroun Trust. These shares were previously beneficially owned by Matthew T. Moroun’s father, Manuel J. Moroun, who was the trustee and beneficiary of the Manuel J. Moroun Trust prior to his death in 2020. These shares were inadvertently omitted from prior amendments to this Schedule 13D following Matthew T. Moroun’s appointment as trustee of this trust. Th

Purpose of Transaction

Item 4. Purpose of Transaction. The seventh paragraph of Item 4 of the Schedule 13D is hereby amended and supplemented to include the following two paragraphs: On April 22, 2024, the board of directors of the Issuer approved a proposed plan of conversion (the “Plan of Conversion”) whereby the Issuer will convert from a Delaware corporation to a Nevada corporation (the “Conversion”) under the new corporate name of PAMT CORP. The proposed Plan of Conversion, which includes the Conversion and the articles of incorporation and bylaws of the Nevada corporation, is subject to approval by the Issuer’s shareholders at its 2024 annual meeting of shareholders. As part of the Plan of Conversion, the board of directors also approved an increase in the authorized shares of Common Stock of the Issuer from 50,000,000 shares to 100,000,000 shares, subject to shareholder approval at the 2024 annual meeting of shareholders, to be effective upon the Issuer’s reincorporation in Nevada. Under the proposed Plan of Conversion, the Issuer will remain a publicly held company following the Conversion and will continue to file reports with the Securities and Exchange Commission and provide to its shareholders the same type of information that the Issuer has previously filed and provided. The Conversion is not being effected to prevent a change in control, nor is it in response to any present attempt known to the Issuer’s board of directors to acquire control of the Issuer or obtain representation on the board of directors. Nevertheless, certain effects of the proposed Conversion may be considered to have anti-takeover implications by virtue of being subject to Nevada law. Other than as described above, each of the Reporting Persons reports that he, she or it currently does not have any specific plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D.

of the Schedule 13D is hereby further amended

Item 4 of the Schedule 13D is hereby further amended and supplemented by inserting the following paragraph after the last paragraph thereof: Page 7 of 10 Since the filing of Amendment No. 13 on August 3, 2023, the aggregate number of shares of Common Stock outstanding decreased from 22,034,370 shares outstanding as of July 18, 2023, to 21,755,186 shares outstanding as of June 6, 2024, primarily as a result of the Issuer’s purchase of 284,206 shares of its Common Stock on May 28, 2024, pursuant to a modified “Dutch Auction” tender offer, and additional purchases of shares of Common Stock by the Issuer under the terms of existing stock award agreements. No shares of Common Stock were tendered by the Reporting Persons in the tender offer. This decrease in the aggregate number of outstanding shares of Common Stock, along with the transactions described in Item 3 of this Amendment No. 14, resulted in the increases in the percentages of outstanding shares of Common Stock beneficially owned by the Reporting Persons. The transactions on July 30, 2024, as described in Item 3, were effected for ownership succession purposes. Additionally, the shares of Common Stock beneficially owned directly by Frederick P. Calderone as reported in Amendment No. 13 to this Schedule 13D were inadvertently reported based on his pre-stock split beneficial ownership and have been adjusted to correctly reflect his direct beneficial ownership on a post-stock split basis in this Amendment No. 14.

. Interest in Securities of the

Item 5 . Interest in Securities of the Issuer. Paragraphs (a), (c) and (d) of

of the Schedule 13D are hereby amended and restated in their entirety to read as follows

Item 5 of the Schedule 13D are hereby amended and restated in their entirety to read as follows: (a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person are stated in Items 11 and 13 on the cover page for each such Reporting Person. The percentage of shares of Common Stock beneficially owned by each Reporting Person is based on 21,755,186 shares of Common Stock outstanding as of June 6, 2024, as disclosed in the Issuer’s most recent Preliminary Proxy Statement on Schedule 14A filed on June 7, 2024. (c) Except for the transaction described in this Amendment No. 14, the Reporting Persons have not engaged in any transactions in the Common Stock during the past 60 days. (d) Matthew T. Moroun’s son, Matthew J. Moroun, has the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, 3,604 shares held by him which are reported as beneficially owned by Matthew T. Moroun. Neither the filing of this report nor any of its contents shall be deemed an admission that Matthew T. Moroun is the beneficial owner of such shares for purposes of Section 13(d) of the Act or for any other purpose. Shares beneficially owned by the Moroun Grantor Trust, the 2020 Lindsay Moroun Trust and the 2020 AAM Trust are held for the benefit of members of the Moroun family. Frederick P. Calderone, in his capacity as special trustee of the 2020 Lindsay Moroun Trust and the 2020 AAM Trust, does not have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares held by the 2020 Lindsay Moroun Trust or the 2020 AAM Trust.

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer The first paragraph of Item 6 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: Matthew T. Moroun is the father of Matthew J. Moroun. Voting and investment power over the Moroun Grantor Trust is exercised by Matthew T. Moroun, as trustee of the trust. Investment power over the 2020 Lindsay Moroun Trust and the 2020 AAM Trust is exercised by Matthew T. Moroun, as trustee of each trust, while voting power over each such trust is exercised by Frederick P. Calderone, in his capacity as special trustee of each trust. On July 29, 2024, Matthew T. Moroun, in his individual capacity and as trustee of the Moroun Grantor Trust, and Frederick P. Calderone, as special trustee of the 2020 Lindsay Moroun Trust, entered into a voting agreement under which Matthew T. Moroun, individually and as trustee of the Moroun Grantor Trust, has agreed to vote the shares of Common Stock held by himself and the Moroun Grantor Trust at each annual or special meeting of the shareholders of the Issuer, or at any adjournment or postponement thereof, or in any other circumstance upon which a vote, consent or other approval of the Issuer’s shareholders is sought, in accordance with and in the same manner as the special trustee votes the shares of Common Stock held by the 2020 Lindsay Moroun Trust that are eligible to vote on or consent to the matter or matters submitted to the Issuer’s stockholders. Matthew T. Moroun is a beneficiary of the Moroun Grantor Trust and Matthew T. Moroun’s descendants are beneficiaries of the 2020 AAM Trust and the 2020 Lindsay Moroun Trust. Page 8 of 10

of the Schedule 13D is hereby further amended

Item 6 of the Schedule 13D is hereby further amended and supplemented by inserting the following after the third paragraph thereof: In connection with Matthew T. Moroun’s sale of 4,000,000 shares of Common Stock on July 29, 2024, the 2020 Lindsay Moroun Trust issued an interest-bearing promissory note to Matthew T. Moroun for $72,731,914.48, payable in monthly installments through July 29, 2054. In connection with the Manuel J. Moroun Trust’s sale of 73,700 shares of Common Stock on July 29, 2024, the 2020 Lindsay Moroun Trust issued an interest-bearing promissory note to the Manuel J. Moroun Trust for $1,340,085.52, payable in monthly installments through July 29, 2054.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits 1. Purchase Agreement, dated July 29, 2024, by and between Matthew T. Moroun, individually, and the 2020 Irrevocable Lindsay S. Moroun Trust Under Agreement dated November 24, 2020. 2. Promissory Note, dated July 29, 2024, by the 2020 Irrevocable Lindsay S. Moroun Trust Under Agreement dated November 24, 2020 in favor of Matthew T. Moroun, individually. 3. Purchase Agreement, dated July 29, 2024, by and between Matthew T. Moroun, as Trustee of the Manuel J. Moroun Trust under Agreement dated March 24, 1977, as amended, and the 2020 Irrevocable Lindsay S. Moroun Trust Under Agreement dated November 24, 2020. 4. Promissory Note, dated July 29, 2024, by the 2020 Irrevocable Lindsay S. Moroun Trust Under Agreement dated November 24, 2020 in favor of Matthew T. Moroun, as Trustee of the Manuel J. Moroun Trust under Agreement dated March 24, 1977, as amended. 5. Joint Filing Agreement, dated as of August 3, 2023, among Matthew T. Moroun, the Moroun Grantor Trust, the 2020 Lindsay Moroun Trust, and Frederick P. Calderone (incorporated by reference to Exhibit 3 to the Schedule 13D/A Amendment No. 13, filed on August 3, 2023) (file number 005-39193). 6. Voting Agreement, dated as of July 29, 2024, between Matthew T. Moroun, Individually and as Trustee of the Moroun Grantor Trust, and Frederick P. Calderone, as Special Trustee of the 2020 Lindsay Moroun Trust. *********************************************************************************************************** Page 9 of 10

SIGNATURES

SIGNATURES After reasonable 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. Dated: July 31, 2024 MATTHEW T. MOROUN By: /s/ Matthew T. Moroun MOROUN GRANTOR TRUST By: /s/ Matthew T. Moroun Name: Matthew T. Moroun Title: Trustee 2020 LINDSAY MOROUN TRUST By: /s/ Matthew T. Moroun Name: Matthew T. Moroun Title: Trustee By: / s/ Frederick P. Calderone Name: Frederick P. Calderone Title: Special Trustee FREDERICK P. CALDERONE By: / s/ Frederick P. Calderone Page 10 of 10

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View this SC 13D/A filing on SEC EDGAR