U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 19389 / September 22, 2005
SEC v. Moyes, CV 05-2879-PHX-MHM (D. Arizona)
SWIFT TRANSPORTATION'S CHAIRMAN AND CEO TO PAY $1.25 MILLION TO SETTLE INSIDER TRADING CHARGES
The Securities and Exchange Commission yesterday filed a settled enforcement action against Jerry C. Moyes, chairman and chief executive officer of Swift Transportation Co., Inc., for insider trading in the stock of Swift. Swift is one the largest U.S. trucking companies with over 20,000 employees and revenues of $3 billion. Moyes agreed to pay approximately $1.25 million in disgorgement, prejudgment interest and penalties to settle this matter.
The Commission's complaint, filed in the United States District Court for the District of Arizona, alleges that Moyes bought 187,000 shares of Swift stock on the two trading days before Swift's May 24, 2004 public announcement that the company projected better than expected second quarter earnings, and that Swift's board had authorized a $40 million stock repurchase plan. Swift's share price rose 20% the day after the announcement. Moyes' unrealized profit from the trades was over $622,000.
The complaint alleges that Moyes attended a May 20, 2004 board meeting at which Swift's CFO presented better than expected second quarter 2004 earnings estimates. During the May 20 meeting, the board also authorized a $40 million addition to Swift's ongoing $100 million stock repurchase plan. The Commission's action alleges that Moyes breached his fiduciary duty to Swift by purchasing 87,000 Swift shares on May 21 and 100,000 Swift shares on May 24 on the basis of the material, nonpublic information concerning the earnings projections and stock buyback plan.
Swift timely filed the required statements of change in beneficial ownership (known as Form 4s) with the SEC reflecting Moyes' stock purchases. Upon learning of Moyes' trades, Swift's independent directors took corrective action, including implementing a stricter insider trading policy and instituting a pre-clearing process for all trades by company insiders. Moyes voluntarily escrowed funds equal to his putative profits in a trust controlled by the independent directors. Moyes stepped down as president of Swift in November 2004 and has agreed to relinquish his position as chief executive officer in December 2005.
Without admitting or denying the allegations in the complaint, Moyes consented to the entry of a judgment permanently enjoining him from future violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. Moyes also agreed to pay disgorgement of his unrealized profit of $622,131, plus $14,974 in prejudgment interest, and a civil penalty of $622,131.