8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 27, 2006

SWIFT TRANSPORTATION CO., INC.

(Exact Name of Registrant as Specified in Charter)

Nevada	0-18605	86-0666860
(State or Other Jurisdiction	(Commission File	(IRS Employer
of Incorporation)	Number)	Identification No.)

2200 South 75th Avenue, Phoenix, Arizona	85043
(Address of Principal Executive Offices)	(Zip Code)

(602) 269-9700
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01 REGULATION FD DISCLOSURE
On November 27, 2006, we announced in a press release that the Special Committee of our Board of Directors has rejected the proposal of its largest shareholder, Mr. Jerry Moyes, to acquire all of the Company’s outstanding common stock in an all-cash transaction at a price of $29.00 per share. A copy of this press release, including information concerning forward-looking statements and factors that may affect our future results, is attached at Exhibit 99.1.

The information in this Item 7.01 and in Exhibit 99.1 to this report shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

     99.1 Press Release dated November 27, 2006.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 27, 2006

SWIFT TRANSPORTATION CO., INC.
/s/ Glynis Bryan
By:	Glynis Bryan Chief Financial Officer

EXHIBIT INDEX

Exhibit 99.1 Press Release dated November 27, 2006.

EX-99.1

Swift Transportation Co., Inc.
Special Committee Rejects Moyes’ $29.00 Offer; Will Commence
Discussions with Moyes and Other Potential Financial and Strategic
Buyers

Phoenix, Arizona; November 27, 2006—Swift Transportation Co., Inc. (NASDAQ:SWFT) stated today that the Special Committee of its Board of Directors has rejected the proposal of its largest shareholder, Jerry Moyes, to acquire all of the Company’s outstanding common stock in an all-cash transaction at a price of $29.00 per share. The Special Committee is comprised of Jock Patton, who is serving as chairman, David Goldman and Paul Mecray, each an independent director of the Company.

After careful review, and based in part on the advice and analysis of its financial advisor, Goldman, Sachs & Co., the Special Committee determined that Mr. Moyes’ proposed price of $29.00 per share is inadequate.

The Special Committee continues to explore alternatives to maximize value for shareholders and, with the assistance of its financial advisor, will commence discussions with Mr. Moyes and his financial advisor to determine if the proposed price can be increased to adequately reflect the full value of the Company. The Special Committee, with the assistance of its financial advisor, also has begun discussions with other potential financial and strategic buyers for the Company.

Jock Patton, Chairman of the Board of Directors and Chairman of the Special Committee, commented, “The Special Committee does not believe the current proposal from Jerry Moyes adequately reflects the full value of Swift’s franchise, industry-leading position, recent significant performance improvements and opportunities ahead. The Company has made substantial operational improvements reflecting hard work and sacrifice by our nearly 22,000 dedicated employees, and we are optimistic about the Company’s prospects and the outlook for the future. The Board and management remain intently focused on executing our performance improvement initiatives, maintaining safe, world-class service for our growing customer base, and building value for shareholders.”

The Company stated that there can be no assurance that discussions with Mr. Moyes or other parties will result in any specific transaction. The Special Committee intends to act expeditiously, but there is no timetable for its discussions with Mr. Moyes and other parties. The Company does not intend to comment further publicly with respect to the exploration of alternatives unless a specific transaction is approved by the Special Committee or the Special Committee determines that the Company should not enter into any transaction.

Swift is the holding company for Swift Transportation Co., Inc., a truckload carrier headquartered in Phoenix, Arizona. Swift’s trucking subsidiary operates the largest fleet of truckload carrier equipment in the United States with regional operations throughout the continental United States.

Forward-looking statement disclosure:

This press release contains statements that may constitute forward-looking statements, usually identified by words such as “anticipates,” “believes,” “estimates,” “plans,” “projects,” “expects,” “intends” or similar expressions which speak only as of the date the statement was made. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Such statements include, but are not limited to, statements concerning the Company’s optimism about its prospects and the outlook for the future, and the outcome of any future discussions with Mr. Moyes or other parties regarding a possible transaction. Such statements are based upon the current beliefs and expectations of Swift’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.

As to Swift’s business and financial performance, the following factors, among others, could cause actual results to differ materially from those in forward-looking statements: prevailing market conditions relating to our determination of the fair value of assets held for sale and related impairment charges; adverse developments in our relationship with IEL and, by extension, owner-operators whose tractors are financed by IEL; the impact of our new owner-operator fuel surcharge reimbursement program and recent changes in our driver pay structure on operating results; excess capacity in the trucking industry; significant increases or rapid fluctuations in fuel prices, interest rates, fuel taxes, tolls, license and registration fees, insurance premiums and driver compensation, to the extent not offset by increases in freight rates or fuel surcharges; recessionary economic cycles and downturns in customers’ business cycles, particularly in market segments and industries (such as retail and manufacturing) in which Swift has a significant concentration of customers or changes in our customers’ transportation purchasing patterns; seasonal factors such as harsh weather conditions that increase operating costs; continuing difficulties in driver recruitment or retention issues involving Company drivers and/or owner-operators; increases in driver compensation to the extent not offset by increases in freight rates; the inability of Swift to continue to secure acceptable financing arrangements; an adverse determination by the FMSCA with respect to Swift’s safety rating and any resulting loss of customers or potential customers or a material increase in insurance costs; an unanticipated increase in the number or dollar amount of claims for which Swift is self insured; fluctuations in workers’ compensation claims, which have benefited recent operating results due to improved claims management, but are not expected to continue at such levels in future periods; competition from trucking, rail and intermodal competitors; our ability to sell assets held for sale at or above their net book value; the potential impact of current litigation, regulatory issues, or other government actions; a possible adverse impact on the trading price of the Company’s common stock as a result of the adoption of the Stockholders Protection Agreement; and a significant reduction in or termination of Swift’s trucking services by a key customer.

A discussion of these and other factors that could cause Swift’s results to differ materially from those described in the forward-looking statements can be found in the most recent Annual Reports on Form 10-K and Form 10-Q of Swift, filed with the Securities and Exchange Commission and available at the Securities and Exchange Commission’s internet site (http://www.sec.gov). Swift undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Furthermore, nothing herein shall constitute an adoption or approval of any analyst report regarding Swift, nor any undertaking to update or comment upon analysts’ expectations in the future.

Contact:
Glynis Bryan
CFO
Swift Transportation Co., Inc.
(602) 269-9700