-----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, B/cFVCM3t+oM6FK+xoGA46qnI2YkkZckkDEl6N7BwqKStSI9ZJUPEVTiDsDiYdFf pD0su5QwJv1rsih/rgAbEQ== 0001140361-07-009746.txt : 20070511 0001140361-07-009746.hdr.sgml : 20070511 20070511185122 ACCESSION NUMBER: 0001140361-07-009746 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070509 FILED AS OF DATE: 20070511 DATE AS OF CHANGE: 20070511 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MOYES JERRY CENTRAL INDEX KEY: 0000901736 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32952 FILM NUMBER: 07843673 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 4 1 doc1.xml FORM 4 X0202 4 2007-05-09 1 0000863557 SWIFT TRANSPORTATION CO INC SWFT 0000901736 MOYES JERRY C/O SWIFT AVIATION GROUP, INC. 2710 E. OLD TOWER ROAD PHOENIX AZ 85034 1 0 1 0 Common Stock 2007-05-09 4 J 0 33750 D 0 I By LLC Common Stock 2007-05-09 4 J 0 25312 A 19803978 D Common Stock 2007-05-09 4 J 0 4772234 D 0 I By Trust Common Stock 2007-05-09 4 J 0 8995832 A 8995832 I By Corporation Common Stock 2007-05-09 4 J 0 19632978 D 171000 D Common Stock 2007-05-09 4 J 0 19632978 A 28628810 I By Corporation Common Stock 2007-05-10 4 J 0 164000 D 7000 D Common Stock 2007-05-10 4 J 0 164000 A 28792810 I By Corporation Common Stock 2007-05-10 4 D 0 7000 31.55 D 0 D Common Stock 2007-05-10 4 D 0 492500 31.55 D 0 I By Corporation Common Stock 2007-05-10 4 A 0 46464044 31.55 A 1000 I By Corporation On 05/09/2007, VJM Investments, L.L.C. (VJM) distributed 33,750 shares of Issuer?s common stock pro rata to its members. Of the shares distributed by VJM, 25,312 shares were received by the Jerry and Vickie Moyes Family Trust dated 12/11/87 (the Family Trust). The reporting person is a co-trustee of the Family Trust and may be deemed to beneficially own shares of the Issuer's common stock held by the Family Trust. On 05/09/2007, the Moyes Children's Limited Partnership (MCLP) distributed 8,995,832 shares of the Issuer's common stock pro rata to its limited partners. The reporting person previously reported indirect beneficial ownership of 4,772,234 of such shares. Upon distribution, the limited partners of MCLP contributed all shares of the Issuer's common stock held by them to Saint Corporation (Saint), in furtherance of transactions contemplated by the Agreement and Plan of Merger dated 01/19/2007 (Merger Agreement) by and among Issuer, Saint, and Saint Acquisition, the wholly-owned subsidiary of Saint (MergerCo). In exchange for such contributed shares, the limited partners of MCLP received shares of Saint common stock. The reporting person is the CEO and President of Saint. The reporting person and the Family Trust are principal stockholders of Saint. As such, the reporting person may be deemed to beneficially own shares of the Issuer's common stock held by Saint. On 05/09/2007, in furtherance of the transactions contemplated by the Merger Agreement, the reporting person and the Family Trust contributed an aggregate of 19,632,978 shares of the Issuer's common stock to Saint in exchange for shares of Saint common stock. On 05/10/2007, in furtherance of the transactions contemplated by the Merger Agreement, the Family Trust contributed an additional 164,000 shares of the Issuer's common stock to Saint in exchange for shares of Saint common stock. Effective 05/10/2007, following the contribution described in Note 4, MergerCo was merged with and into the Issuer pursuant to the Merger Agreement, with the Issuer as the surviving corporation (the Merger). In the Merger, all outstanding shares of the Issuer's common stock (other than shares owned by the Issuer, Saint, MergerCo, or any of their direct or indirect wholly owned subsidiaries, which shares were cancelled pursuant to the Merger) were converted into the right to receive $31.55 in cash per share (the Merger Consideration). At the effective time of the Merger, the reporting person and SME Industries, Inc. (SME), held 7,000 shares and 492,500 shares, respectively, which were converted into the right to receive the Merger Consideration. The reporting person is the Chairman of the Board and a principal stockholder of SME and may have been deemed to beneficially own shares of the Issuer's common stock formerly held by SME. In the Merger, Saint effectively acquired all outstanding shares of the Issuer's common stock (other than shares owned by the Issuer, Saint, MergerCo, or any of their direct or indirect wholly owned subsidiaries, which shares were cancelled pursuant to the Merger) in exchange for the Merger Consideration. At the effective time of the Merger, there were 46,464,044 such shares of the Issuer's common stock outstanding. Under the terms of the Merger Agreement and the Merger, the number of shares of the Issuer's common stock outstanding after the Merger is significantly less than the number of shares that were publicly traded and is not related to the number of shares of the Issuer's common stock outstanding prior to the Merger. Jerry C. Moyes 2007-05-11 -----END PRIVACY-ENHANCED MESSAGE-----