-----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, OG3No+RU7L3Z4thjTlt2VN6Y0gVKcEb+LbVCa1MINryiyTWb/dz4CtCElqqHbW4x gMDFLDtSSQEi7HcKEJn1lA== 0000905148-11-000143.txt : 20110124 0000905148-11-000143.hdr.sgml : 20110124 20110124163658 ACCESSION NUMBER: 0000905148-11-000143 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110124 DATE AS OF CHANGE: 20110124 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SWIFT TRANSPORTATION CO CENTRAL INDEX KEY: 0001492691 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 272646153 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85833 FILM NUMBER: 11544100 BUSINESS ADDRESS: STREET 1: 2200 SOUTH 75TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85043 BUSINESS PHONE: 602-269-9700 MAIL ADDRESS: STREET 1: 2200 SOUTH 75TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85043 FORMER COMPANY: FORMER CONFORMED NAME: SWIFT TRANSPORTATION Co DATE OF NAME CHANGE: 20101129 FORMER COMPANY: FORMER CONFORMED NAME: SWIFT HOLDINGS CORP. DATE OF NAME CHANGE: 20100524 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAB CAPITAL ADVISORS LLC CENTRAL INDEX KEY: 0001135018 IRS NUMBER: 134021265 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2126109066 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 SC 13G 1 efc11-42_sc13g.htm efc11-42_sc13g.htm


UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C.  20549



SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. )*
 
SWIFT TRANSPORTATION COMPANY
(Name of Issuer)
 
Class A Common Stock, $0.01 par value
(Title of Class of Securities)
 
87074U101
(CUSIP Number)
 
January 12, 2011
(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)
 
[X]           Rule 13d-1(c)
 
[   ]           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).
 

Continued on following pages
Page 1 of 10 Pages
 
 

 

 
SCHEDULE 13G
     
CUSIP No.:  87074U101
 
Page 2 of 10 Pages

 
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
SAB CAPITAL ADVISORS, L.L.C.
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Delaware
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
 
5.
Sole Voting Power
- 0 -
6.
Shared Voting Power
4,835,842
7.
Sole Dispositive Power
- 0 -
8.
Shared Dispositive Power
4,835,842
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
4,835,842
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
6.6%
12.
Type of Reporting Person:
 
OO

 
 

 
 
SCHEDULE 13G
     
CUSIP No.:  87074U101
 
Page 3 of 10 Pages

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
SAB CAPITAL MANAGEMENT, L.P.
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Delaware
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
 
5.
Sole Voting Power
- 0 -
6.
Shared Voting Power
4,835,842
7.
Sole Dispositive Power
- 0 -
8.
Shared Dispositive Power
4,835,842
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
4,835,842
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
6.6%
12.
Type of Reporting Person:
 
PN

 
 

 
 
SCHEDULE 13G
     
CUSIP No.:  87074U101
 
Page 4 of 10 Pages

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
SAB CAPITAL MANAGEMENT, L.L.C.
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Delaware
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
 
5.
Sole Voting Power
- 0 -
6.
Shared Voting Power
4,835,842
7.
Sole Dispositive Power
- 0 -
8.
Shared Dispositive Power
4,835,842
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
4,835,842
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
6.6%
12.
Type of Reporting Person:
 
OO

 
 

 
 
SCHEDULE 13G
     
CUSIP No.:  87074U101
 
Page 5 of 10 Pages

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
SCOTT A. BOMMER
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
United States of America
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
 
5.
Sole Voting Power
- 0 -
6.
Shared Voting Power
4,835,842
7.
Sole Dispositive Power
- 0 -
8.
Shared Dispositive Power
4,835,842
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
4,835,842
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
6.6%
12.
Type of Reporting Person:
 
IN

 
 

 
 
Page 6 of 10 Pages
 
Item 1(a). 
Name of Issuer:
 
Swift Transportation Company (the "Issuer")
 
Item 1(b). 
Address of Issuer’s Principal Executive Offices:
 
2200 South 75th Avenue, Phoenix, AZ 85043

Item 2(a). 
Name of Person Filing:

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
 
 
i) 
SAB Capital Advisors, L.L.C. (the “General Partner”);

 
ii) 
SAB Capital Management, L.P. (the “Investment Manager”);

 
iii) 
SAB Capital Management, L.L.C. (the “IMGP”);

 
iv) 
Scott A. Bommer (“Mr. Bommer”).

This Statement relates to Shares (as defined herein) held for the accounts of each of SAB Capital Partners, L.P. (“SAB”), SAB Capital Partners II, L.P. (“SAB II”), and SAB Overseas Master Fund, L.P. (the “Master Fund”).  The General Partner serves as the general partner of each of SAB, SAB II, and the Master Fund.  The Investment Manager serves as the investment manager of each of SAB, SAB II, and the Master Fund.  The IMGP serves as the general partner of the Investment Manager.  Mr. Bommer serves as the managing member of each of the General Partner and IMGP.

Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

Item 2(b). 
Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons is 767 Fifth Avenue, 21st Floor, New York, New York 10153.

Item 2(c). 
Citizenship:
 
 
i) 
The General Partner is a Delaware limited liability company;

 
ii) 
The Investment Manager is a Delaware limited partnership;
 
 
iii) 
The IMGP is a Delaware limited liability company;

 
iv) 
Mr. Bommer is a citizen of the United States of America.


 
 

 
 
Page 7 of 10 Pages
 
Item 2(d). 
Title of Class of Securities:
 
Class A Common Stock, $0.01 par value per share (the “Shares”)
 
Item 2(e). 
CUSIP Number:
 
87074U101

Item 3. 
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
Check Whether the Person Filing is a:
 
This Item 3 is not applicable.
 
Item 4. 
Ownership:
 
Item 4(a) 
Amount Beneficially Owned
 
As of January 24, 2011, each of the Reporting Persons may be deemed to be the beneficial owner of 4,835,842 Shares, which amount includes:  A) 2,841,849 Shares held for the account of SAB; B) 108,286 Shares held for the account of SAB II; and C) 1,885,707 Shares held for the account of the Master Fund.

Item 4(b) 
Percent of Class:

As of January 24, 2011, each of the Reporting Persons may be deemed to be the beneficial owner of approximately 6.6% of the 73,300,000 total Shares outstanding (based upon information provided by the Issuer in its most recently-filed report on Form 424B4 filed on December 17, 2010, reflecting 73,300,000 Shares outstanding on or about December 21, 2010).
 
Item 4(c) 
Number of Shares of which such person has:
 
General Partner, Investment Manager, IMGP and Mr. Bommer:
(i) Sole power to vote or direct the vote:
0
(ii) Shared power to vote or direct the vote:
4,835,842
(iii) Sole power to dispose or direct the disposition of:
0
(iv) Shared power to dispose or direct the disposition of:
4,835,842
 
 
Item 5. 
Ownership of Five Percent or Less of a Class:
 
This Item 5 is not applicable.
 
 
 

 
 
Page 8 of 10 Pages
 
Item 6. 
Ownership of More than Five Percent on Behalf of Another Person:
 
This Item 6 is not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

This Item 7 is not applicable.
 
Item 8. 
Identification and Classification of Members of the Group:
 
This Item 8 is not applicable.
 
Item 9. 
Notice of Dissolution of Group:
 
This Item 9 is not applicable.
 
Item 10.
Certification:
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 

 
 
 
Page 9 of 10 Pages
 
 
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.
 
 
 
Date: January 24, 2011
   
  /s/ Brian Jackelow  
 
Brian Jackelow, attorney-in-fact for Scott A. Bommer, individually and (a) as managing member of SAB Capital Advisors, L.L.C., for itself and as the general partner of (i) SAB Capital Partners, L.P.; (ii) SAB Capital Partners II, L.P.; and (iii) SAB Overseas Master Fund, L.P.; and (b) as managing member of SAB Capital Management, L.L.C., for itself and as the general partner of SAB Capital Management, L.P.
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 

 

Page 10 of 10 Pages
 
 

 
EXHIBIT 1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that I, Scott A. Bommer, hereby make, constitute and appoint each of Michael Casey, Brian Jackelow and Alessandro De Giorgis, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as managing member of or in other capacities with SAB Capital Advisors, L.L.C., a Delaware limited liability company, and each of its affiliates or entities advised or controlled by me or SAB Capital Advisors, L.L.C., all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ow nership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including, without limitation, all documents relating to filings with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Act”), and the rules and regulations promulgated thereunder, including, without limitation: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act, including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k), and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F requi red to be filed with the SEC pursuant to Section 13(f) of the Act.

All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.

This Power of Attorney shall remain in effect until revoked, in writing, by the undersigned.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, this 9th day of August 2006.

 
 
       
 
 
/s/  Scott A. Bommer
Scott A. Bommer
 
       
 
 
 
 
 
 

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