-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VtoRu34ZuhylTgHOHD9uLGM1Yj+Ea1o2yPiyen+J+5kYJrkViQvxuF5B9MDyfsJo TANoItK0V+7XIqs0fzg1vQ== 0001008886-01-500030.txt : 20010710 0001008886-01-500030.hdr.sgml : 20010710 ACCESSION NUMBER: 0001008886-01-500030 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010629 ITEM INFORMATION: FILED AS OF DATE: 20010706 FILER: 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-18605 FILM NUMBER: 1675971 BUSINESS ADDRESS: STREET 1: 1455 HUDA WAY CITY: SPARKS STATE: NV ZIP: 89431 BUSINESS PHONE: 6022699700 MAIL ADDRESS: STREET 1: 2200 SOUTH 75TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85043 8-K 1 form8k.txt SWIFT FORM 8-K ____________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________________________ __________ FORM 8-K __________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 29, 2001 (Date of earliest event reported) SWIFT TRANSPORTATION CO., INC. (Exact name of registrant as specified in its charter) Nevada 0-18605 86-0666860 (State or other jurisdiction (Commission File Number) (I.R.S Employer of incorporation) 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) ____________________________________________________ ITEM 2. ACQUISITON OR DISPOSITION OF ASSETS At 5:00 p.m. Pacific Time on June 29, 2001, pursuant to a Merger Agreement dated December 11, 2000, among Swift Transportation Co., Inc., a Nevada corporation, Sun Merger, Inc., a Tennessee corporation and wholly owned subsidiary of Swift, and M.S. Carriers, Inc., a Tennessee corporation, Sun Merger merged with and into M.S. Carriers. As a result of the merger, M.S. Carriers became a wholly owned subsidiary of Swift. The merger followed the approval by both M.S. Carriers and Swift stockholders and the termination of the waiting periods mandated by the Hart-Scott-Rodino Antitrust Act of 1976, as amended. Prior to the merger, M.S. Carriers was the nation's sixth largest publicly traded truckload carrier, measured by revenue. M.S. Carriers had operating lanes concentrated between the central states and points in the Northeast and Southeast, and between points on the Eastern seaboard. Swift presently intends that M.S. Carriers will continue its business in substantially the same manner. Each share of common stock, par value $.01 per share, of M.S. Carriers issued and outstanding immediately prior to the merger was converted into 1.7 shares of common stock, par value $.001 per share, of Swift. Cash will be paid in lieu of fractional shares. The exchange ratio was determined through arm's length negotiation between representatives of Swift and M.S. Carriers. There was no material relationships between Swift and M.S. Carriers or any of its affiliates, directors or officers, or any associates of any such director or officer. Mellon Investor Services LLC has been retained by Swift to serve as the Exchange Agent. As soon as reasonably practicable, Swift will cause the Exchange Agent to mail or deliver a transmittal letter to each person who was a holder of record of M.S. Carriers common stock at the effective time of the merger. The transmittal letter will contain instructions for use in effecting the surrender of certificates formerly representing shares of M.S. Carriers common stock in exchange for the certificates representing shares of Swift common stock and cash in lieu of fractional shares that such holder has the right to receive. A copy of the press release issued by Swift on June 29, 2001, with respect to the effectiveness of the merger is attached as Exhibit 99 and is incorporated by this reference. The foregoing description of the Merger Agreement and merger does not purport to be complete and is qualified in its entirety by reference to the Registration Statement on Form S-4, as amended, of Swift (File No. 333-59250), and the Merger Agreement, filed as an exhibit to the registration statement, and such documents are incorporated by this reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial statements of businesses acquired: Previously reported (b) Pro forma financial information: Previously reported (c) Exhibits: EXHIBIT NO. DESCRIPTION 2 Merger Agreement dated December 11, 2000, among Swift Transportation Co., Inc., a Nevada corporation, Sun Merger, Inc., a Tennessee corporation and wholly owned subsidiary of Swift, and M.S. Carriers, Inc., a Tennessee corporation, filed as an Exhibit to the Registration Statement on Form S-4, as amended, of Swift (File No. 333-59250), and incorporated by this reference 99 Press release issued by Swift Transportation Co., Inc., dated June 29, 2001 2 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 thereunto duly authorized. SWIFT TRANSPORTATION CO., INC. /s/ Jerry C. Moyes ---------------------------- Jerry C. Moyes Chairman, President, and Chief Executive Officer Date: July 6, 2001 3 EXHIBIT INDEX The following exhibits are filed herein: EXHIBIT NO. DESCRIPTION 2 Merger Agreement dated December 11, 2000, among Swift Transportation Co., Inc., a Nevada corporation, Sun Merger, Inc., a Tennessee corporation and wholly owned subsidiary of Swift, and M.S. Carriers, Inc., a Tennessee corporation, filed as an Exhibit to the Registration Statement on Form S-4, as amended, of Swift (File No. 333-59250), and incorporated by this reference 99 Press release issued by Swift Transportation Co., Inc., dated June 29, 2001 4 EX-99 2 pressrel.txt PRESS RELEASE For Immediate Release SWIFT AND M.S. CARRIERS CLOSE MERGER Phoenix, Arizona and Memphis, Tennessee, June 29, 2001 - - Swift Transportation Co., Inc. (Nasdaq: SWFT) and M.S. Carriers, Inc. (Nasdaq: MSCA) today announced that they have completed their merger. Swift's Chairman, President, and Chief Executive Officer, Jerry Moyes stated: "It has been almost one year since Mike Starnes and I first discussed merging Swift and M.S. Carriers. Over that time we have never wavered in our commitment to bringing our two companies together and building the premier truckload carrier in North America. We have used the past several months to carefully plan our integration efforts, and we expect a smooth transition. With the merger, Swift expects to generate over $2 billion in revenue for 2001. The Company's 15,000 tractors and 45,000 trailers will offer customers tremendous capacity throughout the continental United States, and to and from Mexico and Canada. Among publicly traded truckload carriers, Swift believes the merged company is: * 1st in revenue (excluding intermodal) * 1st in net earnings * 1st in number of tractors * 1st in number of trailers (excluding containers) * 1st in stockholders' equity * 1st in market capitalization As I stated last December, we believed M.S. Carriers offered the best strategic fit of any potential merger partner. I believe in the merger even more strongly today and wish to welcome the M.S. Carriers customers, employees, and stockholders to our company." M.S. Carriers stockholders will receive 1.7 shares of Swift common stock for each share of M.S. Carriers common stock, with cash paid in lieu of the issuance of fractional shares. Swift common stock is traded on the Nasdaq National Market under the symbol "SWFT." The merger became effective at 8:00 p.m. Eastern time today. M.S. Carriers terminated registration of its common stock with the Securities and Exchange Commission and delisted from the Nasdaq National Market at the close of business today. M.S. Carriers stockholders who hold their own stock certificates will receive in the mail exchange materials from Mellon Investor Services, the exchange agent. M.S. Carriers stockholders who hold shares through a broker will exchange their shares through their broker. If you have any questions about the exchange procedures, please call Mellon Investor Services at 1-800-777-3674. Swift announced it closed its offering of 1.2 million shares of common stock at $16.00. The underwriters exercised in full their over-allotment option to purchase an additional 120,000 shares. 1 This press release contains statements that may constitute forward-looking statements, usually identified by words such as "anticipates," "believes," "estimates," "projects," "expects," or similar expressions. These 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 merger with M.S. Carriers, financial and operating expectations, and other information. 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 generally, the following factors, among others, could cause actual results to differ materially from those in forward-looking statements: 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; difficulty in attracting and retaining qualified drivers and owner operators, especially in light of the current shortage of qualified drivers and owner operators; 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; seasonal factors such as harsh weather conditions that increase operating costs; 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; the ability of Swift to continue to identify and combine acquisition candidates that will result in successful combinations; an unanticipated increase in the number of claims for which Swift is self insured; competition from trucking, rail and intermodal competitors; and a significant reduction in or termination of Swift's trucking services by a key customer. With respect to the merger transaction, these uncertainties include: the risk that the businesses will not be integrated successfully or that integration costs will exceed our estimates; the risk that the revenue and other synergies and costs savings anticipated from the merger may not be fully realized or may take longer to realize than expected; the difficulty the stock market may have in valuing the business model of the combined company; and disruption from the merger making it more difficult to maintain relationships with customers, employees, or suppliers. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the registration statements on Form S-3 and Form S-4 filed by Swift and the 2000 Annual Report on Form 10-K of Swift and M.S. Carriers. Swift is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events, or otherwise. Swift can be reached on the Web at www.swifttrans.com, and M.S. Carriers' web address is www.mscarriers.com Contact: For Swift: For M.S. Carriers: William F. Riley, III Joseph Barrow Senior Executive Vice President - or - Senior Vice President - Finance and and CFO Administration, CFO, and Secretary- Treasurer 602/269-9700 901/332-2500 2 -----END PRIVACY-ENHANCED MESSAGE-----