Schedule 13G/A Moyes (Feb 2005)

0001008886-05-000036.txt : 20050214 0001008886-05-000036.hdr.sgml : 20050214 20050214143454 ACCESSION NUMBER: 0001008886-05-000036 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 GROUP MEMBERS: THE JERRY AND VICKIE MOYES FAMILY TRUST GROUP MEMBERS: VICKIE MOYES SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SWIFT TRANSPORTATION CO INC CENTRAL INDEX KEY: 0000863557 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 860666860 STATE OF INCORPORATION: NV FISCAL YEAR END: 1205 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41508 FILM NUMBER: 05607916 BUSINESS ADDRESS: STREET 1: 2200 SOUTH 75TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85043 BUSINESS PHONE: 6022699700 MAIL ADDRESS: STREET 1: 2200 SOUTH 75TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85043 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MOYES JERRY CENTRAL INDEX KEY: 0000901736 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O SWIFT TRANSPORTATION CO INC STREET 2: P.O. BOX 29243 CITY: PHOENIX STATE: AZ ZIP: 85043 BUSINESS PHONE: 6022699700 MAIL ADDRESS: STREET 1: C/O SWIFT TRANSPORTATION CO INC STREET 2: P.O. BOX 29243 CITY: PHOENIX STATE: AZ ZIP: 85038 SC 13G/A 1 moyessch13ga.htm SCHEDULE 13G/A MOYES (FEB 2005) Schedule 13G/A Moyes (Feb 2005)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

SWIFT TRANSPORTATION CO., INC.

(Name of Issuer)

Common Stock, $.001 Par Value

(Title of Class of Securities)

0870756 10 3

(CUSIP Number)

December 31, 2004

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ]	Rule 13d-1(b)

[ ]	Rule 13d-1(c)

[X]	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not

required to respond unless the form displays a currently valid OMB control number.

SEC 1745 (12-02)


	Page 1

CUSIP No.

870756 10 3

1.	Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)	Jerry Moyes
2.	Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [X]
3.	SEC Use Only
4.	Citizenship or Place of Organization	United States of America

Number of	5.	Sole Voting Power	7,000
Shares
Beneficially	6.	Shared Voting Power	19,478,064⁽¹⁾
Owned by
Each	7.	Sole Dispositive Power	7,000
Reporting
Person	8.	Shared Dispositive Power	19,478,064⁽¹⁾
With:

9.	Aggregate Amount Beneficially Owned by Each Reporting Person			19,485,064⁽¹⁾
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares * See Item 4.			[X]
11.	Percent of Class Represented by Amount in Row (9)		27.1%⁽²⁾
12.	Type of Reporting Person *	IN

⁽¹⁾	Includes (i) 18,951,814 shares of common stock, $.001 par value per share, of Swift Transportation Co., Inc. ("Common Stock") held by the Jerry and Vickie Moyes Family Trust dated 12/11/87, of which Jerry Moyes and Vickie Moyes are co-trustees, (ii) 492,500 shares of Common Stock held by SME Industries, Inc., of which Jerry Moyes is the majority stockholder, and (iii) 33,750 shares of Common Stock held by VJM Investments, LLC, a limited liability company in which Jerry Moyes has a controlling interest.

⁽²⁾	Based on 71,897,325 shares of Common Stock outstanding as of December 31, 2004.


	Page 2

CUSIP No.

870756 10 3

1.	Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)	Vickie Moyes
2.	Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [X]
3.	SEC Use Only
4.	Citizenship or Place of Organization	United States of America

Number of	5.	Sole Voting Power	0
Shares
Beneficially	6.	Shared Voting Power	18,951,814⁽¹⁾
Owned by
Each	7.	Sole Dispositive Power	0
Reporting
Person	8.	Shared Dispositive Power	18,951,814⁽¹⁾
With:

9.	Aggregate Amount Beneficially Owned by Each Reporting Person			18,951,814⁽¹⁾
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares * See Item 4.			[X]
11.	Percent of Class Represented by Amount in Row (9)		26.4%⁽²⁾
12.	Type of Reporting Person *	IN

⁽¹⁾	Comprised of 18,951,814 shares of Common Stock held by the Jerry and Vickie Moyes Family Trust dated 12/11/87, of which Jerry Moyes and Vickie Moyes are co-trustees.

⁽²⁾	Based on 71,897,325 shares of Common Stock outstanding as of December 31, 2004.


	Page 3

CUSIP No.

870756 10 3

1.	Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)	The Jerry and Vickie Moyes Family Trust Dated 12/11/87
2.	Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [X]
3.	SEC Use Only
4.	Citizenship or Place of Organization	Arizona

Number of	5.	Sole Voting Power	0
Shares
Beneficially	6.	Shared Voting Power	18,951,814⁽¹⁾
Owned by
Each	7.	Sole Dispositive Power	0
Reporting
Person	8.	Shared Dispositive Power	18,951,814⁽¹⁾
With:

9.	Aggregate Amount Beneficially Owned by Each Reporting Person			18,951,814⁽¹⁾
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares * See Item 4.			[X]
11.	Percent of Class Represented by Amount in Row (9)		26.4%⁽²⁾
12.	Type of Reporting Person *	OO

⁽¹⁾	Comprised of 18,951,814 shares of Common Stock held by the Jerry and Vickie Moyes Family Trust dated 12/11/87, of which Jerry Moyes and Vickie Moyes are co-trustees.

⁽²⁾	Based on 71,897,325 shares of Common Stock outstanding as of December 31, 2004.


	Page 4

Item 1.
	(a)	Name of Issuer	Swift Transportation Co., Inc.
	(b)	Address of Issuer's Principal Executive Offices	2200 South 75^th Avenue Phoenix, AZ 85043

Item 2.
	(a)	Name of Person Filing	(1) Jerry Moyes (2) Vickie Moyes (3) The Jerry and Vickie Moyes Family Trust dated 12/11/87
			The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
	(b)	Address of Principal Business Office or, if none, Residence	The principal business office of each of the Reporting Persons is c/o Swift Transportation Co., Inc., 2200 South 75^th Ave., Phoenix, AZ 85043.
	(c)	Citizenship	Each of Jerry and Vickie Moyes are United States citizens. The Jerry and Vickie Moyes Family Trust dated 12/11/87 is organized under the laws of Arizona.
	(d)	Title of Class of Securities	Common Stock, par value $.001 per share
	(e)	CUSIP Number	870756 10 3

Item 3.

If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

N/A

Item 4. Ownership

The following sets forth information with respect to the beneficial ownership of the Common Stock by each of the Reporting Persons. The percentage of the Common Stock beneficially owned by each of the Reporting Persons is based on 71,897,325 shares of Common Stock outstanding as of December 31, 2004.

The information set forth herein with respect to the beneficial ownership of the Reporting Persons set forth below does not include approximately 9,018,353 shares of Common Stock held by (i) the Moyes Children's Limited Partnership, (ii) seven irrevocable trusts for the benefit of six children of Jerry and Vickie Moyes and by an irrevocable trust for the benefit of Jerry and Vickie Moyes and six of their children (the "Irrevocable Trusts"), and (iii) certain trusts for the benefit of certain grandchildren of Jerry and Vickie Moyes. The Moyes Limited Partnership holds approximately 8,995,832 shares of Common Stock. Ronald Moyes, the brother of Jerry Moyes, is the sole general partner of the Moyes Children's Limited Partnership and, as such, possesses e xclusive voting and investment power with respect to the shares of Common Stock held by the partnership. Ronald Moyes is also the sole trustee of each of the Irrevocable Trusts above and, as such, possesses exclusive voting and investment power with respect to the shares of Common Stock held by those trusts. The information set forth herein with respect to the beneficial ownership of the Reporting Persons also does not include approximately 360,000 shares of Common Stock held by an irrevocable trust for the children of Jerry and Vickie Moyes, the sole trustee of which is Gerald F. Ehrlich (the "Ehrlich Trust"). As the sole trustee of the Ehrlich Trust, Gerald F. Ehrlich possesses exclusive voting and investment power with respect to the shares of Common Stock held thereby.

Each of the Reporting Persons expressly disclaims that such Reporting Person is, within the meaning of Section 13(d)(3) of the Exchange Act, a member of a group that includes the Moyes Children's Limited Partnership, any of the Irrevocable Trusts, or the Ehrlich Trust. Pursuant to Rule 13d-4, each of the Reporting Persons also expressly disclaims that it is the beneficial owner of any shares of Common Stock held by the Moyes Children's Limited Partnership, any of the Irrevocable Trusts, or the Ehrlich Trust.


	Page 5

JERRY MOYES
	(a)	Amount beneficially owned:		19,485,064⁽¹⁾
	(b)	Percent of class:		27.1%
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote	7,000
		(ii)	Shared power to vote or to direct the vote	19,478,064
		(iii)	Sole power to dispose or to direct the disposition of	7,000
		(iv)	Shared power to dispose or to direct the disposition of	19,478,064

⁽¹⁾

The shares beneficially owned by Jerry Moyes are comprised of (i) 18,951,814 shares of Common Stock held by the Jerry and Vickie Moyes Family Trust dated 12/11/87, of which Jerry Moyes and Vickie Moyes are co-trustees, (ii) 492,500 shares of Common Stock held by SME Industries, Inc., of which Jerry Moyes is the majority stockholder, (iii) 33,750 shares of Common Stock held by VJM Investments, LLC, a limited liability company in which Jerry Moyes has a controlling interest, and (iv) 7,000 shares of Common Stock held in Jerry Moyes' individual retirement account.

VICKIE MOYES
	(a)	Amount beneficially owned:		18,951,814⁽¹⁾
	(b)	Percent of class:		26.4%
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote	0
		(ii)	Shared power to vote or to direct the vote	18,951,814
		(iii)	Sole power to dispose or to direct the disposition of	0
		(iv)	Shared power to dispose or to direct the disposition of	18,951,814

⁽¹⁾

The shares beneficially owned by Vickie Moyes are comprised of 18,951,814 shares of Common Stock held by the Jerry and Vickie Moyes Family Trust dated 12/11/87, of which Jerry Moyes and Vickie Moyes are co-trustees. Pursuant to Rule 13d-4, Vickie Moyes disclaims that she is the beneficial owner of (i) 492,500 shares of Common Stock held by SME Industries, Inc., (ii) 33,750 shares of Common Stock held by VJM Investments, LLC, and (iii) 7,000 shares of Common Stock held in Jerry Moyes' individual retirement account.

THE JERRY AND VICKIE MOYES FAMILY TRUST DATED 12/11/87
	(a)	Amount beneficially owned:		18,951,814⁽¹⁾
	(b)	Percent of class:		26.4%
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote	0
		(ii)	Shared power to vote or to direct the vote	18,951,814
		(iii)	Sole power to dispose or to direct the disposition of	0
		(iv)	Shared power to dispose or to direct the disposition of	18,951,814

⁽¹⁾

The Jerry and Vickie Moyes Family Trust dated 12/11/87 directly holds 18,598,814 shares of Common Stock. Pursuant to Rule 13d-4, The Jerry and Vickie Moyes Family Trust dated 12/11/87 disclaims that it is the beneficial owner of (i) 492,500 shares of Common Stock held by SME Industries, Inc., (ii) 33,750 shares of Common Stock held by VJM Investments, LLC, and (iii) 7,000 shares of Common Stock held in Jerry Moyes' individual retirement account.


	Page 6

Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].		N/A

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

With respect to 492,500 of the shares of Common Stock reported in Item 4 as beneficially owned by Jerry Moyes, SME Industries, Inc. has the right to receive dividends from, or the proceeds from the sale of, such Common Stock. With respect to 33,750 of the shares of the Common Stock reported in Item 4 as beneficially owned by Jerry Moyes, VJM Investments, LLC has the right to receive dividends from, or the proceeds from the sale of, such Common Stock.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

N/A

Item 8.

Identification and Classification of Members of the Group

N/A

Item 9.

Notice of Dissolution of Group

N/A

Item 10.

Certification

N/A

SIGNATURE

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, and that this statement is filed on behalf of myself and the other signatories hereto.

February 11, 2005
	/s/ Jerry Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a POA filed herewith
	Jerry Moyes


	/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a POA filed herewith
	Vickie Moyes

	The Jerry and Vickie Moyes Family Trust dated 12/11/87


	By:	/s/ Jerry Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a POA filed herewith
		Jerry Moyes, Trustee


	By:	/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a POA filed herewith
		Vickie Moyes, Trustee


	Page 7

EXHIBIT INDEX

Exhibit 1	Joint Filing Agreement, dated February 11, 2005
Exhibit 99.1	Power of Attorney - Jerry Moyes
Exhibit 99.2	Power of Attorney - Vickie Moyes


	Page 8

EX-1 2 exh1jointfilingagmt.htm EXHIBIT 1 - JOINT FILING AGREEMENT Exhibit 1 - Joint Filing Agreement

EXHIBIT 1

JOINT FILING AGREEMENT

Each of the undersigned hereby agrees:

1. Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

2. Each of them is responsible for the timely filing of such Schedule 13G and any further amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Dated: February 11, 2005	/s/ Jerry Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a POA filed herewith
	Jerry Moyes

Dated: February 11, 2005	/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a POA filed herewith
	Vickie Moyes

Dated: February 11, 2005	The Jerry and Vickie Moyes Family Trust dated 12/11/87


	By:	/s/ Jerry Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a POA filed herewith
		Jerry Moyes, Trustee

	By:	/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a POA filed herewith
		Vickie Moyes, Trustee

EX-99.1 3 exh99-1poajerrymoyes.htm EXHIBIT 99.1 POWER OF ATTORNEY-JERRY MOYES Exhibit 99.1 Power of Attorney-Jerry Moyes

DURABLE POWER OF ATTORNEY

I, Jerry Moyes, individually and in all other capacities, including, without limitation, as stockholder, partner, member, proprietor, owner, trustee, director, officer, agent, employee, or manager of any entity listed on the attached Exhibit A (the "listed entity" or "listed entities") or any other entity or trust formed before or after the date hereof in which I directly or indirectly have an ownership or management interest or act as a fiduciary, hereby appoint Earl H. Scudder my attorney in fact and my proxy for any voting purposes, whether by written consent, resolution, or any other form of voting. I intend this Power of Attorney to be without restriction such that my attorney in fact may sign any document and perform any act on my behalf individually or in an y other capacity I may serve. I hereby grant to my attorney in fact full power and authority to do, exercise, and perform any and every act, power, duty, right, or obligation whatsoever that I now have, or may hereafter acquire the legal right, power, or capacity to do, exercise, or perform, in connection with, arising from, or relating to any person, item, transaction, thing, business, property, real or personal, tangible or intangible, or matter whatsoever and to do, take, and perform all and every act and thing whatsoever required to exercise any of the rights and powers herein granted, as fully as I might or could do myself if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that my attorney in fact, or my attorney in fact's substitute or substitutes, may lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

This durable power of attorney shall not expire or become stale upon the passage of time but is intended to continue in force until I revoke it in a signed writing delivered to the foregoing attorney in fact.

If my attorney in fact shall be subject to any legal claim arising out of anything done or not done in accordance with this durable power of attorney, my attorney in fact shall be entitled to indemnify himself from my individual assets or the assets of any listed entity or other entity or trust formed before or after the date hereof as described above, except in the event of his gross negligence or criminal misconduct. My attorney in fact shall not be liable to any person for any action taken or not taken under this instrument, except in the event of his gross negligence or criminal misconduct. If my attorney in fact shall take any action under this power of attorney after the power of attorney has been revoked, but without knowledge of such revocation, my attorney in fact shall not be liable to me, my estate, or any of the listed entities and shall be indemnified from liability by me, my estate, or any of the listed entities.

I acknowledge that by serving in such capacity at my request, neither Earl H. Scudder nor Scudder Law Firm, P.C., L.L.O. is assuming any responsibility to comply with any federal, state, or local law or regulation, contractual, or other obligation.

I, Jerry Moyes, the principal, sign my name to this power of attorney this 9th day of April, 2004, and, being first duly sworn, do declare to the undersigned authority that I sign and execute this instrument as my power of attorney and that I sign it willingly, or willingly direct another to sign for me, that I execute it as my free and voluntary act for the purposes expressed in the power of attorney, and that I am eighteen years of age or older, of sound mind, and under no constraint or undue influence.

Date: April 9, 2004	/s/ Jerry Moyes
	Jerry Moyes, Individually and in all other capacities

I, Kathy J. Painter, the witness, sign my name to the foregoing power of attorney being first duly sworn and do declare to the undersigned authority that the principal signed and executed this instrument as his power of attorney and that he signed it willingly, or willingly directed another to sign for him, and that I, in the presence and hearing of the principal, sign this power of attorney as witness to the principal's signing and that to the best of my knowledge the principal is eighteen years of age or older, of sound mind, and under no constraint or undue influence.

Date: April 9, 2004	/s/ Kathy J. Painter
	Kathy J. Painter, Witness

STATE OF ARIZONA	)
	) ss:
COUNTY OF MARICOPA	)

Subscribed, sworn to, and acknowledged before me by Jerry Moyes, the principal, and subscribed and sworn to before me by Kathy J. Painter, the witness, this 9th day of April, 2004.

	/s/ Amy Magnussen
	Notary Public

EXHIBIT A

Arizona Hockey Management, Inc.

Central Freight Lines, Inc.

Central Leasing, Inc.

Central Refrigerated Service, Inc.

Central Refrigerated Transportation, Inc.

Circle Cross Ranch, LLC

class.com Inc.

Coyotes Hockey, LLC

Coyotes Holdings LLC

Coyotes Oak Park

DST Leasing, LLC

El Dorado Splash

Imaginetics

Imaginetics Development

Interstate Equipment Leasing, Inc.

isoft.com

Jerry and Vickie Moyes Family Trust

Jerry and Vickie Moyes Irrevocable Children's Trust

Jerry and Vickie Moyes Irrevocable Insurance Trust

JM Land Development, LLC

JM Land Development II, LLC

JVM Associates G.P.

Lake Powell Antelope Marina

Los Arcos Firebird Investments, LLC

Los Arcos Hockey, LLC

Los Arcos Sports, LLC

Moyes Investment Limited Partnership

Park Central Mall, LLC

Phoenix Arena Development Corporation

Phoenix Arena Sports Corporation

Power Marine & Motor Sports

Ridgeway

SME Industries.

SME Steel, Inc.

SME Steel Contractors

Southwest Development Partners

Southwest Premier Properties

Sports Jet, LLC

Spray Kats, LLC

Swift Air, LLC

Swift Aviation Group Services

Swift Aviation, Inc.

Swift Motor Sports

Swift Motorcycle Co., LLC

Swift Transportation Co., Inc.

VJM Investments, LLC

WareOnEarth Communications Corporation

WareOnEarth Communications, Inc.

EX-99.2 4 exh99-2poavickiemoyes.htm EXHIBIT 99.2 POWER OF ATTORNEY-VICKIE MOYES Exhibit 99.2 Power of Attorney-Vickie Moyes

DURABLE POWER OF ATTORNEY

I, Vickie Moyes, individually and in all other capacities, including, without limitation, stockholder, partner, member, proprietor, owner, trustee, director, officer, agent, employee, or manager of any entity listed on the attached Exhibit A (the "listed entity" or "listed entities") or any other entity or trust formed before or after the date hereof in which I directly or indirectly have an ownership or management interest or act as a fiduciary, hereby appoint Earl H. Scudder my attorney in fact and my proxy for any voting purposes, whether by written consent, resolution, or any other form of voting. I intend this Power of Attorney to be without restriction such that my attorney in fact may sign any document and perform any act on my behalf individually or in any other capacity I may serve. I hereby grant to my attorney in fact full power and authority to do, exercise, and perform any and every act, power, duty, right, or obligation whatsoever that I now have, or may hereafter acquire the legal right, power, or capacity to do, exercise, or perform, in connection with, arising from, or relating to any person, item, transaction, thing, business, property, real or personal, tangible or intangible, or matter whatsoever and to do, take, and perform all and every act and thing whatsoever required to exercise any of the rights and powers herein granted, as fully as I might or could do myself if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that my attorney in fact, or my attorney in fact's substitute or substitutes, may lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

I, Vickie Moyes, the principal, sign my name to this power of attorney this 9th day of April, 2004, and, being first duly sworn, do declare to the undersigned authority that I sign and execute this instrument as my power of attorney and that I sign it willingly, or willingly direct another to sign for me, that I execute it as my free and voluntary act for the purposes expressed in the power of attorney, and that I am eighteen years of age or older, of sound mind, and under no constraint or undue influence.

Date: April 9, 2004	/s/ Vickie Moyes
	Vickie Moyes, Individually and in all other capacities

I, Kathy J. Painter, the witness, sign my name to the foregoing power of attorney being first duly sworn and do declare to the undersigned authority that the principal signed and executed this instrument as her power of attorney and that she signed it willingly, or willingly directed another to sign for her, and that I, in the presence and hearing of the principal, sign this power of attorney as witness to the principal's signing and that to the best of my knowledge the principal is eighteen years of age or older, of sound mind, and under no constraint or undue influence.

Date: April 9, 2004	/s/ Kathy J. Painter
	Kathy J. Painter, Witness

STATE OF ARIZONA	)
	) ss:
COUNTY OF MARICOPA	)

Subscribed, sworn to, and acknowledged before me by Vickie Moyes, the principal, and subscribed and sworn to before me by Kathy J. Painter, the witness, this 9th day of April, 2004.

	/s/ Amy Magnussen
	Notary Public

EXHIBIT A

Arizona Hockey Management, Inc.

Central Freight Lines, Inc.

Central Leasing, Inc.

Central Refrigerated Service, Inc.

Central Refrigerated Transportation, Inc.

Circle Cross Ranch, LLC

class.com Inc.

Coyotes Hockey, LLC

Coyotes Holdings LLC

Coyotes Oak Park

DST Leasing, LLC

El Dorado Splash

Imaginetics

Imaginetics Development

Interstate Equipment Leasing, Inc.

isoft.com

Jerry and Vickie Moyes Family Trust

Jerry and Vickie Moyes Irrevocable Children's Trust

Jerry and Vickie Moyes Irrevocable Insurance Trust

JM Land Development, LLC

JM Land Development II, LLC

JVM Associates G.P.

Lake Powell Antelope Marina

Los Arcos Firebird Investments, LLC

Los Arcos Hockey, LLC

Los Arcos Sports, LLC

Moyes Investment Limited Partnership

Park Central Mall, LLC

Phoenix Arena Development Corporation

Phoenix Arena Sports Corporation

Power Marine & Motor Sports

Ridgeway

SME Industries.

SME Steel, Inc.

SME Steel Contractors

Southwest Development Partners

Southwest Premier Properties

Sports Jet, LLC

Spray Kats, LLC

Swift Air, LLC

Swift Aviation Group Services

Swift Aviation, Inc.

Swift Motor Sports

Swift Motorcycle Co., LLC

Swift Transportation Co., Inc.

VJM Investments, LLC

WareOnEarth Communications Corporation

WareOnEarth Communications, Inc.