-----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, IIqnccyp7Yj5MagAOqhr00Gl5f02xeMPjuZuExhbS/Ng1rIMl9L0a4vZupFbPjOh GesBrn2fy7LCFDoW7AuWWA== 0001140361-07-009749.txt : 20070511 0001140361-07-009749.hdr.sgml : 20070511 20070511185404 ACCESSION NUMBER: 0001140361-07-009749 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 & VICKIE FAMILY TRUST CENTRAL INDEX KEY: 0001092565 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32952 FILM NUMBER: 07843679 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 0001092565 MOYES JERRY & VICKIE FAMILY TRUST C/O SWIFT AVIATION GROUP, INC. 2710 E. OLD TOWER ROAD PHOENIX AZ 85034 0 0 1 0 Common Stock 33750 I By LLC Common Stock 2007-05-09 4 J 0 33750 D 0 I By LLC Common Stock 2007-05-09 4 J 0 25312 A 19757126 D Common Stock 2007-05-09 4 J 0 19593126 D 164000 D Common Stock 2007-05-09 4 J 0 28628810 A 28628810 I By Corporation Common Stock 2007-05-10 4 J 0 164000 D 0 D Common Stock 2007-05-10 4 J 0 164000 A 28792810 I By Corporation Common Stock 2007-05-10 4 A 0 46464044 31.55 A 1000 I By Corporation Shares of common stock of the Issuer owned by VJM Investments, L.L.C. (VJM) previously were reported as indirectly owned by Jerry and Vickie Moyes, the co-trustees of the reporting person. On 05/09/2007, VJM distributed 33,750 shares of the Issuer's common stock pro rata to its members. Of the shares distributed by VJM, 25,312 shares were received by the reporting person. On 05/09/2007, the reporting person contributed 19,593,126 shares of the Issuer's common stock to Saint Corporation (Saint), in furtherance of the transactions contemplated by the Agreement and Plan of Merger, dated 01/19/2007 (the Merger Agreement), by and among the Issuer, Saint, and Saint Acquisition Corporation, the wholly owned subsidiary of Saint (MergerCo). In exchange for the contributed shares of the Issuer's common stock, the reporting person received shares of Saint stock. Additionally, Jerry Moyes, a co-trustee of the reporting person, and certain trusts for the benefit of Jerry and Vickie Moyes' adult children contributed 39,852 shares and 8,995,832 shares, respectively, of the Issuer's common stock to Saint in exchange for shares of Saint stock. The reporting person is a principal stockholder of Saint. As such, the reporting person may be deemed to beneficially own shares of the Issuer's common stock held by Saint. On 05/10/2007, in furtherance of the transactions contemplated by the Merger Agreement, the reporting person 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). 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. 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 Moyes as Trustee of the Jerry & Vickie Moyes Family Trust dated 12/11/87 2007-05-11 -----END PRIVACY-ENHANCED MESSAGE-----