EXHIBIT 99.1
SWIFT TRANSPORTATION CO., INC.
ANTICIPATES SECOND QUARTER
RESULTS WILL BE BELOW EXPECTATIONS
Phoenix, AZ - June 6, 2001 -- Swift Transportation Co., Inc. (NASDAQ-NMS:
SWFT) announced that it expects its second quarter results to fall short of the
consensus of published analysts' expectations, which we believe to be 16 cents
per share. Individual estimates range from a low of 9 cents per share to a high
of 28 cents per share. The Company believes that the current estimates do not
include a previously announced one-time increase in insurance reserves of $9 to
$13 million that it expects to take after it closes the M.S. Carriers merger. It
also does not reflect M.S. Carriers results for the second quarter, or the
additional outstanding shares to be outstanding upon closing the merger. The
Company expects its earnings for the quarter, prior to any effects relating to
M.S. Carriers, such as the insurance adjustment, to be between 8 to 12 cents per
share, based upon the 64.6 million shares outstanding as of today's date.
Jerry Moyes, Chairman, President & Chief Executive Officer stated "The
economy continues to be weak, the freight demand is still soft, and we believe
that the interest rate cuts by the Federal Reserve still have not stimulated the
economy to any significant extent."
The Company expects that the M.S. Carriers merger will be approved by the
shareholders of both Swift and M.S. Carriers at their June 15 annual meetings,
and the transaction will be completed prior to June 30, 2001.
This news 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 Swift's projected earnings and financial performance, recent trends
in freight demand, the proposed acquisition of M.S. Carriers, 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 proposed acquisition of M.S. Carriers, these risks
and uncertainties include: the failure of Swift's and M.S. Carriers'
stockholders to approve the merger; 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 cost savings from the merger may
not be fully realized or may take longer to realize than expected; fluctuating
stock market levels; 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.
A discussion of these and other factors that could cause Swift's results to
differ materially from those described in the forward-looking statements can be
found in the most recent Annual Reports on Forms 10-K of Swift and M.S.
Carriers, filed with the Securities and Exchange Commission and available at the
Securities and Exchange Commission's internet site (http://www.sec.gov). Swift
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events, or otherwise.
Further, nothing herein shall constitute adoption or approval of any analyst
report regarding Swift, nor any undertaking to update or comment upon analysts'
expectations in the future.
The proposed merger with M.S. Carriers will be submitted to Swift's and
M.S. Carriers' stockholders for their consideration. Swift has filed a
registration statement on Form S-4 that includes a joint proxy
statement/prospectus. STOCKHOLDERS SHOULD READ THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION THAT HAS BEEN FILED WITH
THE SEC AND MAILED TO STOCKHOLDERS. THE JOINT PROXY STATEMENT/PROSPECTUS
CONTAINS IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER. Stockholders
may obtain a free copy of the joint proxy statement/prospectus, as well as other
filings containing information about Swift and M.S. Carriers, without charge, at
the SEC's internet site (http://www.sec.gov). Copies of the joint proxy
statement/prospectus and the SEC filings that are incorporated by reference in
the joint proxy statement/prospectus can also be obtained, without charge, by
directing a request to: Swift Transportation Co., Inc., 2200 South 75th Avenue,
Phoenix, AZ 85043, Attention: Chief Financial Officer (602-269-9700).
Swift and M.S. Carriers and certain other persons named below may be deemed
to be participants in the solicitation of proxies of Swift's and M.S. Carriers'
stockholders to approve the transaction. The participants in this solicitation
may include the directors and executive officers of Swift and M.S. Carriers. A
detailed list of the names and interests of Swift's directors and officers and
M.S. Carriers' directors and officers is contained in the joint proxy
statement/prospectus.
As of the date of this communication, none of the foregoing participants
individually beneficially owns in excess of 5% of Swift's common stock, or 5% of
M.S. Carriers' common stock, except that Jerry Moyes, CEO of Swift beneficially
owns more than 5% of the common stock of Swift and Michael S. Starnes, CEO of
M.S. Carriers, beneficially owns more than 5% of the common stock of M.S.
Carriers. Certain employees of M.S. Carriers, including participants, may
receive accelerated vesting of their stock options in connection with the merger
in accordance with their existing stock option agreements. In addition, certain
officers of M.S. Carriers, as a condition to the closing of the merger, will
enter into employment agreements that will become effective upon completion of
the merger. A description of the employment agreements is contained in the joint
proxy statement/prospectus.
Swift is the holding company for Swift Transportation Co., Inc., a
truckload carrier headquartered in Phoenix, Arizona. Swift is the third largest
publicly-held national truckload carrier in the United States with regional
operations throughout the continental United States.