SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): April 8, 1997
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Swift Transportation Co., Inc.
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(Exact name of registrant as specified in its charter)
Nevada 0-18605 88-0666860
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification Number)
incorporation)
1455 Hulda Way, Sparks, Nevada 89431
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(Address of principal executive offices)
Registrant's telephone number, including area code: (702) 359-9031
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Not Applicable
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On April 8, 1997, Swift Transportation Co., Inc. completed its
acquisition of certain assets of Direct Transit, Inc. ("DTI"), a
Debtor-In-Possession in United States Bankruptcy Court. DTI was a dry van
carrier based in North Sioux City, South Dakota and operated predominantly in
the eastern two-thirds of the United States. Swift acquired inventory, furniture
and office equipment, computer equipment and miscellaneous assets from DTI for
$3 million. Also, Swift paid $1 million to the principal shareholder of DTI in
exchange for a covenant not to compete. Separately, Swift acquired 565 tractors
and 1,622 trailers from various lessors. Certain of the revenue equipment was
purchased for $28 million and new lease agreements were negotiated on $11
million of revenue equipment. The Company used working capital and borrowings
under its existing line of credit to acquire the assets described above and for
payments under the covenant not to compete. The purchase price for the assets
was reduced from the previously disclosed price of $54 million primarily due to
a reduction in the amount of revenue equipment acquired.
The terms of the Company's acquisition of certain assets of DTI are
more fully described in the Asset Purchase Agreement and Rolling Stock
Agreement, copies of which are attached hereto as Exhibits 2.1 and 2.3,
respectively. In addition, the Company's press release announcing the
acquisition is attached hereto as Exhibit 99.
Item 7. Exhibits.
Exhibit 2.1 Asset Purchase Agreement dated February 20, Filed herewith
1997, between the Company, Direct Transit, Inc.
and Charles G. Peterson*
Exhibit 2.2 First Amendment to Asset Purchase Agreement Filed herewith
Exhibit 2.3 Noncompetition Agreement dated April 8, 1997, Filed herewith
between the Company and Charles G., Sandra,
Chad and Jason Peterson
Exhibit 2.4 Noncompetition Agreement dated April 8, 1997, Filed herewith
between the Company and Direct Transit, Inc.
Exhibit 2.5 Rolling Stock Acquisition Agreement dated Filed herewith
April 8, 1997
Exhibit 99 Press Release issued on April 11, 1997 Filed herewith
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* All of the schedules and certain of the exhibits to this Asset
Purchase Agreement have been omitted. The Company hereby
agrees to furnish supplementally to the Commission a copy of
any schedule or exhibit omitted upon the Commission's request.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SWIFT TRANSPORTATION CO., INC.
Dated: April 22, 1997 /s/ William F. Riley, III
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William F. Riley, III
Executive Vice President, Secretary and
Chief Financial Officer (Principal
Financial and Accounting Officer)