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PAM Transportation Services could change its incorporation from Delaware to Nevada, according to a securities document.
The plan also provides for an increase in the number of authorized shares from 50 million to 100 million upon re-incorporation.
Another SEC filing suggests the move could provide better protection from a hostile takeover. Under Delaware law, company directors may be required to accept an offer from the highest bidder regardless of the impact, the filing said.
Chairman of the Board Matthew Moroun has a controlling interest in the company and the trusts bind it Morun family at PAM His son is also a director on the board.
A disclaimer said the conversion “is not related to any pending or proposed extraordinary transaction” involving the business, and PAM is not aware of “any such proposed transaction and has no current plans to pursue or engage in any such transaction.”
The change in authorization gives the company flexibility and the ability to issue shares in the future, Craig Decker, managing director at Brown Gibbons Lang & Co., told Trucking Dive.
The plan will be presented to shareholders at the company’s annual meeting on August 1. But even if shareholders approve the measure, the company’s board could abandon the transition, the securities filing said.
The notice made no mention of any changes to the administrative headquarters and main terminal in Tontitown, Arkansas.
Paul Allen Maestri founded PAM in 1980 and the business was incorporated in Delaware in 1986.
PAM is a holding company comprised of 18 subsidiaries, including PAM Transport, PAM International, Met Express, Choctaw Express and Decker Transport, according to annual report report.
As of December 31, there were 22.3 million common shares issued and 22 million common shares outstanding, per securities deposit.
Meanwhile, the trucking company is holding a modified Dutch auction that it could buy up to 550,000 shares of its existing common stock, plus the option to repurchase 2% of its outstanding shares, totaling nearly 991,000 shares. Offer ends May 22nd.
“The Dutch auction shrinks the pie,” Decker said, noting that the move can reduce the number of shares outstanding with the company’s money to increase the proportion of existing stock.