UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 3)
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. 3 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. 3, and Amendments No. 1 and 2 filed on April 11, 2025 and April 24, 2025, respectively, 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”) 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 previously amended and as further amended and supplemented by this Amendment No. 3 (which, as amended and supplemented from time to time, together constitute the “Offer”). The Offer expired at 5:00 p.m., Eastern Time, on May 1, 2025.
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.
1
The purpose of this Amendment No. 3 is to amend and supplement the Schedule TO to indicate that, on May 2, 2025, the Company issued a press release announcing the preliminary 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 May 2, 2025, the Company issued a press release announcing the preliminary 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)** | Press Release announcing the preliminary results of the Offer, dated May 2, 2025. |
| * | Previously filed. |
| ** | Filed herewith. |
2
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 2, 2025 |
PAMT CORP | |
| By: | /s/ Lance K. Stewart | |
| Name: | Lance K. Stewart | |
| Title: | Vice President of Finance, Chief Financial Officer and Treasurer | |
3
EXHIBIT INDEX
| * | Previously filed. |
| ** | Filed herewith. |
4
Exhibit (a)(1)(H)
PRESS RELEASE
PAMT CORP Announces Preliminary Results of its Self Tender Offer
Tontitown, Arkansas, May 2, 2025….. PAMT CORP (NASDAQ: PAMT) (the “Company”) today announced the preliminary results of its modified “Dutch auction” tender offer to purchase up to 435,000 shares of its outstanding common stock, which expired at 5:00 p.m., Eastern Time, on Thursday, May 1, 2025.
Based on the preliminary count by Computershare Trust Company, N.A. (“Computershare”), the depositary for the tender offer, approximately 885,179 shares were properly tendered and not properly withdrawn at or below the expected final purchase price of $17.00 per share, including shares that were tendered through notices of guaranteed delivery.
In accordance with the terms and conditions of the tender offer, the Company expects to acquire 870,000 of the shares tendered on a prorated basis, for an aggregate purchase price of approximately $14.8 million. These shares represent approximately 4.0% of the Company’s issued and outstanding shares as of March 31, 2025. The total amount of shares expected to be purchased in the tender offer includes the Company’s right to increase the tender offer by up to two percent of its outstanding shares. The determination of the final number of shares to be purchased and the final price per share is subject to confirmation by Computershare of the proper delivery of the shares validly tendered and not withdrawn.
Due to the oversubscription of the tender offer, the Company expects to accept for purchase approximately 98.3% of the shares properly tendered and not properly withdrawn at or below the purchase price of $17.00 per share by each tendering shareholder.
The number of shares to be purchased and the price per share are preliminary and are subject to verification by Computershare and subject to change for a number of reasons, including if some or all of the shares tendered through notices of guaranteed delivery are not delivered within the applicable two trading day settlement period. The actual number of shares to be purchased and the final price per share will be announced following the expiration of the guaranteed delivery period and completion of the confirmation process by Computershare and are not expected to be announced until at least May 6, 2025. Promptly after such announcement, Computershare will issue payment for the shares validly tendered and accepted for payment under the tender offer and will return shares tendered and not purchased in the tender offer.
The Company may purchase additional shares in the future in the open market subject to market conditions and through private transactions, tender offers or otherwise. Under applicable securities laws, however, the Company may not repurchase any shares until May 16, 2025. Whether the Company makes additional repurchases in the future will depend on many factors, including the number of shares purchased in this tender offer, its business and financial performance and situation, the business and market conditions at the time, including the price of the shares, and other factors the Company considers relevant.
The Company has retained Georgeson LLC as the information agent for the tender offer. All 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.
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 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, prospects, plans 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.