UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 1)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
PAMT CORP
(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
PAMT CORP
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
| ☐ | 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. |
| ☒ | 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) |
AMENDMENT NO. 1 TO SCHEDULE TO
PAMT CORP, a Nevada corporation (“PAMT” or the “Company”), hereby amends and supplements its Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on April 3, 2025 (together with all amendments and supplements thereto, the “Schedule TO”). The Schedule TO, as amended and supplemented by this Amendment No. 1, relates to the Company’s offer to purchase for cash up to 435,000 shares of its common stock, par value $0.01 per share (the “common stock”). The purpose of this Amendment No. 1 is to amend and supplement the Schedule TO to reflect a change in the minimum price the Company has offered to pay to purchase the common stock and to incorporate the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 11, 2025. In this Amendment No. 1, the Company has offered to purchase the common stock at a price not greater than $17.00 nor less than $14.50 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 April 3, 2025 (the “Offer to Purchase”), previously filed as Exhibit (a)(1)(A) to the Schedule TO, and the related Letter of Transmittal (the “Letter of Transmittal”), previously filed as Exhibit (a)(1)(B) to the Schedule TO, as amended and supplemented by this Amendment No.1 (which, as amended and supplemented from time to time, together constitute the “Offer”). Procedures for tendering the common stock are set forth in Section 3 of the Offer to Purchase. Tendering stockholders may continue to use the Letter of Transmittal which was previously circulated. While that Letter of Transmittal indicates the Company is offering to pay $14.00 to $17.00 per share, stockholders using that Letter of Transmittal will nevertheless be subject to the increased minimum of $14.50 per share, and any shares tendered in the Offer at any price below $14.50 per share shall be deemed to have been tendered at $14.50 per share.
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 below Items are hereby amended and supplemented as follows:
Item 1. Summary Term Sheet.
Item 1 is hereby amended as follows:
The Offer to Purchase is revised such that all references to a minimum purchase price of $14.00 per share are hereby deleted and replaced with $14.50 per share, and the option to select $14.00 as the price (in dollars) per share at which shares are being tendered is hereby deleted.
Item 2. Subject Company Information.
Item 2(b) is hereby amended as follows:
The Offer to Purchase is revised such that all references to a minimum purchase price of $14.00 per share are hereby deleted and replaced with $14.50 per share.
Item 4. Terms of the Transaction.
Items 4(a) and 4(b) are hereby amended as follows:
The Offer to Purchase is revised such that all references to a minimum purchase price of $14.00 per share are hereby deleted and replaced with $14.50 per share.
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Item 11. Additional Information.
Item 11(a) is hereby amended and supplemented as follows:
On April 11, 2025, the Company filed its Definitive Proxy Statement on Schedule 14A. The Definitive Proxy Statement is incorporated herein by reference.
Item 11(c) is hereby amended and supplemented as follows:
| 1. | The Offer to Purchase is revised such that all references to a minimum purchase price of $14.00 per share are hereby deleted and replaced with $14.50 per share. |
| 2. | The Letter of Transmittal is revised such that all references to a minimum purchase price of $14.00 per share are hereby deleted and replaced with $14.50 per share, and the option to select $14.00 as the price (in dollars) per share at which shares are tendered is hereby deleted. |
| 3. | On April 11, 2025, the Company filed its Definitive Proxy Statement on Schedule 14A. The Definitive Proxy Statement is incorporated herein by reference. |
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibits:
| * | Filed herewith. |
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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: April 11, 2025 | PAMT CORP | |
| By: | /s/ Lance K. Stewart | |
| Name: | Lance K. Stewart | |
| Title: | Vice President of Finance, Chief Financial Officer and Treasurer | |
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EXHIBIT INDEX
| * | Filed herewith. |
| ** | Previously filed. |
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Exhibit (a)(1)(G)
PRESS RELEASE
PAMT CORP Increases Minimum Purchase Price in its
Self Tender Offer to Purchase up to 435,000 Shares of its Common Stock
Tontitown, Arkansas, April 11, 2025 ….. PAMT CORP (NASDAQ: PAMT) (the “Company”) today announced that it has increased the minimum purchase price in its modified “Dutch auction” tender offer (the “Offer”) to purchase up to 435,000 shares of its common stock, par value $0.01 per share (the “common stock”). The Company is offering to purchase its common stock at a price per share not less than $14.50 and not greater than $17.00. Tendering stockholders may continue to use the Letter of Transmittal which was previously circulated. While that Letter of Transmittal indicates that PAMT is offering to pay $14.00 to $17.00 per share, stockholders using that Letter of Transmittal will nevertheless be subject to the increased minimum of $14.50 per share. Any shares tendered at a price below $14.50 per share will be deemed to have been tendered at $14.50 per share.
Except as set forth herein, the complete terms and conditions of the tender offer remain the same as set forth in the Offer to Purchase dated April 3, 2025, and the related Letter of Transmittal.
The Offer will expire at 5:00 p.m., Eastern Time, on May 1, 2025, unless extended or withdrawn, and shares properly tendered will remain tendered unless withdrawn by the tendering stockholder on or before the expiration of the Offer.
The Company has retained Computershare Trust Company, N.A., together with its parent company, Computershare, Inc., as the depositary for the tender offer and Georgeson LLC as the information agent. Questions regarding the tender offer should be directed to the information agent at (877) 354-2732 (toll free).
PAMT CORP is a holding company that owns subsidiaries engaged in providing 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’s consolidated operating subsidiaries also provide 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 the Company’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 the Company’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 the Company has distributed 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 the Company may obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase and other documents, as they may be amended or supplemented, that the Company has filed or 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 LLC, the information agent for the tender offer, toll free at (877) 354-2732. 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 LLC, the information agent for the tender offer, toll free at (877) 354-2732.
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 the expiration of the tender offer, the Company’s payment for the shares tendered in the offer, the terms and conditions of the tender offer, and other 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; general inflation, recessionary economic cycles and downturns in customers’ business cycles; a significant reduction in or termination of the Company’s trucking service by a key customer, including as a result of recent or future labor or international trade disruptions; increases or rapid fluctuations in fuel prices, interest rates, fuel taxes, tolls, and license and registration fees; potential economic, business or operational disruptions or uncertainties that may result from any future public health crises; the resale value of the Company’s used equipment; the price and availability of new equipment consistent with anticipated acquisitions and replacement plans; 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; 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; the Company’s ability to develop and implement suitable information technology systems and prevent failures in or breaches of such systems; the impact of pending or future litigation; general risks associated with doing business in Mexico, including, without limitation, exchange rate fluctuations, inflation, import duties, tariffs, quotas, political and economic instability and terrorism; the potential impact of new laws, regulations or policy, including, without limitation, rules regarding the classification of independent contractors as employees, tariffs, import/export, trade and immigration regulations or policies; 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.