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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________
Commission File No. 0-18605
SWIFT TRANSPORTATION CO., INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Nevada 86-0666860
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
2200 South 75th Avenue Phoenix, AZ 85043
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(602) 269-9700
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $.001 par value Nasdaq National Market
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
At April 25, 2001, the aggregate market value of common stock held by
non-affiliates of the registrant was $253,869,530.
The number of shares outstanding of the registrant's common stock on April 25,
2001 was 63,310,891.
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EXPLANATORY NOTE
This Amendment No. 1 to our Annual Report on Form 10-K for the year ended
December 31, 2000 reflects the addition of information required by Part III of
the report. Other than these items, none of the information contained in our
Form 10-K filed on March 22, 2001 has been restated or amended.
TABLE OF CONTENTS
PAGE
----
PART III
Item 10. Directors and Executive Officers of the Registrant... 1
Item 11. Executive Compensation............................... 3
Item 12. Security Ownership of Certain Beneficial Owners and
Management........................................... 8
Item 13. Certain Relationships and Related Transactions....... 9
SIGNATURES. ....................................................... S-1
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth, as of April 27, 2001, certain information
concerning our executive officers and directors:
NAME AGE POSITION
---- --- --------
Jerry Moyes 57 Chief Executive Officer and Chairman
of the Board of Directors
William F. Riley III 54 Senior Executive Vice President,
Chief Financial Officer, and Director
Rodney K. Sartor 46 Executive Vice President and Director
Patrick J. Farley 56 Executive Vice President
Kevin H. Jensen 46 Executive Vice President
Alphonse E. Frei 62 Director
Lou A. Edwards 87 Director
Earl H. Scudder 58 Director
Swift does not have fixed term employment contracts with any of its executive
officers
Jerry Moyes has served as the Chairman of the board of directors, President
and Chief Executive Officer of Swift since 1984. Mr. Moyes joined Swift in
1966 as a Vice President and served in that capacity until 1984. Mr. Moyes
was President of the Arizona Motor Transport Association from 1987 to 1988.
Mr. Moyes also serves as Chairman of the board of directors of Simon
Transportation Services, Inc., a Nasdaq-listed trucking company providing
nationwide, predominantly temperature controlled, transportation services for
major shippers.
William F. Riley III has served as Senior Executive Vice President of Swift
since January 2000 and as Executive Vice President, Chief Financial Officer,
Secretary and a director of Swift since March 1990. Mr. Riley also has
served as Vice President of Cooper Motor Lines and Swift Leasing Co., Inc.
since April 1988 and May 1986, respectively. Prior to joining Swift in
February 1986, Mr. Riley was employed by Armour Food Co. from 1978 to January
1986, serving in various transportation and distribution assignments,
principally as Manager of Business Planning of Armour Food Express, its
truckload motor carrier.
Rodney K. Sartor has served as an Executive Vice President and a director of
Swift since May 1990. Mr. Sartor joined Swift in May 1979. He served as Director
of Operations from May 1982 until August 1988 and as Regional Vice President
from August 1988 until May 1990.
Patrick J. Farley became an Executive Vice President of Swift and was named as
one of its executive officers in May 1997. Mr. Farley joined Swift in October
1989 and served as Vice President of Western Sales prior to his promotion to
Executive Vice President in May 1997.
Kevin H. Jensen has served as an Executive Vice President of Swift since
December 1994, and was named an executive officer of Swift in October 1996. Mr.
Jensen joined Swift in December 1986 and served the Company in various
capacities, including Director of Operations - Eastern Division and Vice
President - Eastern Division, prior to his promotion to Executive Vice President
in December 1994.
Alphonse E. Frei has served as a director of Swift since May 1990. Mr. Frei
served in various capacities, including Chief Financial Officer, with America
West Airlines from 1983 to 1994 and served as a director of America West
Airlines from 1986 to September 1993. Mr. Frei has served in various executive
capacities or as a consultant to a number of business organizations.
Lou A. Edwards has served as a director of Swift since May 1990. Mr. Edwards
is a retired president of a truck dealership and has 40 years of experience
in the trucking industry.
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Earl H. Scudder has served as a director of Swift since May 1993. Mr. Scudder
has been President of Scudder Law Firm, P.C., L.L.O. in Lincoln, Nebraska since
February 1990, and has engaged in the private practice of law since 1966. Mr.
Scudder is also a director of Simon Transportation Services, Inc., a
Nasdaq-listed trucking company providing nationwide, predominantly temperature
controlled, transportation services for major shippers, and served as a director
of Heartland Express, Inc. a publicly-held trucking company, until 1996.
BOARD OF DIRECTORS
Swift's board of directors presently consists of six members. The directors are
divided into three classes, with each class comprised of two directors serving a
three year term. The current structure of the Swift board of directors is set
forth in the table below.
NAME CLASS TERM
- ---- ----- ----
Rodney K. Sartor Class I Term expires at 2003 Swift Annual Meeting
Earl H. Scudder Class I Term expires at 2003 Swift Annual Meeting
Jerry Moyes Class II Term expires at 2001 Swift Annual Meeting
Alphonse E. Frei Class II Term expires at 2001 Swift Annual Meeting
William F. Riley III Class III Term expires at 2002 Swift Annual Meeting
Lou A. Edwards Class III Term expires at 2002 Swift Annual Meeting
Under the merger agreement relating to Swift's acquisition of M.S. Carriers,
Swift has agreed to expand the size of its board of directors from six to eight
members if the merger is consummated. In the event that this expansion occurs,
Swift has agreed to appoint Michael S. Starnes and Edward A. Labry to fill the
two vacancies. Mr. Starnes, who currently serves as M.S. Carriers' President,
Chief Executive Officer, and as the Chairman of its board of directors, would be
appointed as a Class II director. Mr. Labry, who currently serves as a director
of M.S. Carriers, would be appointed as a Class I director.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Swift's officers
and directors, and persons who own more than 10% of Swift's common stock, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission and to furnish us copies of all such filings. Based solely
upon a review of the copies of such forms furnished to Swift, or written
representations that no Forms 5 were required, Swift believes that during our
preceding fiscal year all Section 16(a) filing requirements applicable to its
officers, directors and greater than 10% beneficial owners were complied with,
except that Messrs. Farley and Jensen did not timely report one stock
transaction and Mr. Moyes did not timely report two stock transactions. All
transactions were reported on subsequent filings.
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ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below sets forth information concerning the annual and long-term
compensation for services rendered in all capacities to Swift Transportation
during the three fiscal years ended December 31, 2000 of those persons who were,
at December 31, 2000, our Chief Executive Officer and our four other most highly
compensated executive officers (collectively, the "named executive officers").
LONG-TERM COMPENSATION
----------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------- ------------------------ -------
SECURITIES
OTHER ANNUAL RESTRICTED UNDERLYING LTIP ALL OTHER
NAME AND SALARY BONUS COMPENSATION STOCK OPTIONS/ PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) AWARD(S) ($) SARS ($) ($)(1)
- ------------------ ---- -------- -------- ------------- ------------ ----------- ------- ------
JERRY MOYES ................ 2000 $400,000 $261,532 $154,377
Chairman of the Board 1999 $270,371 $391,161 $164,231
of Directors and President 1998 $270,371 $366,161 $166,268
WILLIAM F. RILEY III........ 2000 $250,000 $275,000 $ 14,060
Chief Financial Officer and 1999 $162,225 $362,775 $ 23,280
Senior Executive 1998 $162,225 $337,775 $ 24,780
Vice President
RODNEY K. SARTOR............ 2000 $200,000 $150,000 $ 10,025
Executive Vice President 1999 $162,225 $187,775 $ 19,525
1998 $162,225 $137,775 $ 21,025
KEVIN H. JENSEN............. 2000 $200,000 $150,000 $ 7,000
Executive Vice President 1999 $162,225 $187,775 $ 16,500
1998 $162,225 $337,775 $ 18,000
PATRICK J. FARLEY........... 2000 $200,000 $150,000 $ 7,000
Executive Vice President 1999 $162,225 $187,775 $ 16,500
1998 $162,225 $137,775 $ 18,000
(1) "All Other Compensation" for each of the named executive officers included
Swift contributions in the amount of $7,000 for 2000, $16,500 for 1999,
and $18,000 for 1998, pursuant to the Swift Transportation Co., Inc.
Retirement Plan, a 401(k) profit sharing plan. In addition to the amounts
in the Summary Compensation Table above, under a Nonqualified Deferred
Compensation Agreement between Swift and Mr. Riley, Swift made contingent
deposits of $507,387 in 2000 to an investment account. The balance of
compensation included in "All Other Compensation" for each of the named
executive officers during each of the identified periods represents
payments of term life and disability insurance premiums by Swift on behalf
of the respective named executive officers. The amount of such insurance
premiums paid on behalf of Mr. Riley during 2000, 1999, and 1998 was
$7,060, $6,780, and $6,780, respectively. The amount of such insurance
premiums paid on behalf of Mr. Sartor during 2000, 1999 and 1998 was
$3,025, $3,025, and $3,025, respectively. Swift does not pay such premiums
for Mr. Jensen or Mr. Farley. Swift procured two term life insurance
policies with a combined face amount of $20 million for the benefit of
Jerry Moyes and his spouse. The aggregate annual premiums paid by Swift
for these polices were $147,377, $147,731, and $148,268 in 2000, 1999 and
1998, respectively. Swift's purpose in maintaining these policies is to
ensure that, in the event of the Moyes' deaths, their estate would be able
to satisfy estate taxes without having to sell a large block of Swift's
common stock, which might adversely affect the market for the common
stock.
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OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
The table below sets forth certain information, as of December 31, 2000,
concerning individual grants of stock options made during the fiscal year ended
December 31, 2000 to each of our named executive officers.
Individual Grants
- -------------------------------------------------------------------------------------------
Potential Realizable Value At
Assumed Annual Rates of Stock Price
Percent of Total Appreciation For Option Term
Number of Options/SARs Market
Securities Granted To Exercise Price At
Underlying Employees In Or Base Dates Of
Option/SARs Fiscal Year Price Grant ($/Sh) Expiration --------------------------------------
Name Granted (#) ($/Sh) Date
0% ($) 5% ($) 10% ($)
- ------------------------------------------------------------------------------------------------------------------------------------
Jerry Moyes -- -- -- -- -- -- -- --
William F. Riley III -- -- -- -- -- -- -- --
Patrick J. Farley 100,000 (1) 5.0% $11.10 $13.06 6/7/10 $195,945 $1,017,470 $2,277,851
Kevin H. Jensen 100,000 (1) 5.0% $11.10 $13.06 6/7/10 $195,945 $1,017,470 $2,277,851
Rodney K. Sartor 100,000 (1) 5.0% $11.10 $13.06 6/7/10 $195,945 $1,017,470 $2,277,851
(1) Beginning June 7, 2003, 50,000 options begin vesting at a rate of one-third
per year. The remaining 50,000 options begin vesting on June 7, 2005 at a rate
of one-fifth per year.
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AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES TABLE
The table below sets forth information with respect to the exercise of stock
options during the fiscal year ended December 31, 2000, by the named executive
officers. Other than the Company's 401(K) plan and Mr. Riley's deferred
compensation agreement, Swift does not have a long-term incentive plan or a
defined contribution, defined benefit or actuarial plan and has never issued
any stock appreciation rights. The number of options and the option
exercise price reflect:
- - a 3-for-2 stock split treated as a dividend, effected on November 18,
1993, of one share of Common Stock for every two shares of Common Stock
outstanding;
- - a 2-for-1 stock split treated as a dividend of one share of Common Stock
for each share outstanding effected on November 18, 1994;
- - a 3-for-2 stock split treated as a dividend, effected on March 12, 1998,
of one share of Common Stock for every two shares of Common Stock
outstanding;
- - and a 3-for-2 stock split treated as a dividend, effected on April 10,
1999, of one share of Common Stock for every two shares of Common stock
outstanding.
NUMBER OF SECURITIES
SHARES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED OPTIONS/SARS AT IN-THE-MONEY OPTIONS/
ON VALUE FISCAL YEAR-END SARS AT FISCAL YEAR-END
NAME EXERCISE(1) REALIZED(2) EXERCISABLE UNEXERCISABLE EXERCISABLE(3) UNEXERCISABLE(3)
---- ----------- ----------- ----------- ------------- -------------- ----------------
Jerry Moyes -- -- -- -- -- --
President and Chief
Executive Officer(8)
William F. Riley III -- -- 37,500 75,000 $367,571 $ 735,142
Senior Executive
Vice President & Chief
Financial Officer(4)
Rodney K. Sartor Executive -- -- -- 100,000 -- $ 870,945
Vice President(5)
Kevin H. Jensen 9,000 $81,100 13,500 305,500 $224,975 $3,098,951
Executive Vice President(6)
Patrick J. Farley 6,750 $93,297 42,300 152,200 $762,684 $1,376,930
Executive Vice President(7)
- ----------------------
(1) Represents shares of common stock acquired pursuant to exercise of options
under Swift's 1990 Stock Option Plan. The exercise price for such shares
was $1.24 for Mr. Farley and $4.86 for Mr. Jensen.
(2) Based on the $15.06 last reported sale price of Swift's Common Stock on
May 22, 2000 for Mr. Farley and the $13.88 last reported sale price of
February 23, 2000 for Mr. Jensen.
(3) Based on the $19.81 last reported sales price of Swift's Common Stock on
December 29, 2000.
(4) In 1997, Mr. Riley was granted options to purchase 112,500 shares at
$10.01 per share. One-third of the shares underlying such options first
became exercisable in April 2000. Thereafter, one-third of the options
become exercisable in each successive year. These options will terminate
in April 2007.
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(5) In 2000, Mr. Sartor was granted options to purchase 100,000 shares at
$11.10 per share. Beginning June 2003, 50,000 options begin vesting at a
rate of one-third per year. The remaining 50,000 options begin vesting on
June 7, 2005 at a rate of one-fifth per year. These options will terminate
in June 2010
(6) Mr. Jensen was granted options in 1992, 1994, 1997 and 1998 covering
67,500, 45,000, 90,000 and 75,000 shares of Swift's Common Stock,
respectively. The exercise price for each of Mr. Jensen's options is
$3.15, $4.87, $10.01 (as to 45,000 shares subject to options granted in
1997) and $10.39 (as to 45,000 shares subject to options granted in 1997)
and $10.02, respectively. One-fifth of each such option grant becomes
exercisable on the fifth anniversary of the grant and one-fifth of each
such grant becomes exercisable in each successive year thereafter. In
2000, Mr. Jensen was granted options to purchase 100,000 shares at $11.10
per share. Beginning June 2003, 50,000 options begin vesting at a rate of
one-third per year. The remaining 50,000 options begin vesting on June 7,
2005 at a rate of one-fifth per year. All of Mr. Jensen's options
terminate on the ten year anniversary of the date of grant.
(7) Mr. Farley was granted options in 1990, 1991, January 1995, December 1995,
April 1997, and July 1997 covering 16,875, 67,500, 5,625, 3,375, 22,500,
and 22,500 shares of Swift's Common Stock, respectively. The respective
exercise prices for such grants are $1.24, $1.54, $8.12, $5.62, $10.01 and
$11.17. One-fifth of each such option grant becomes exercisable on the
fifth anniversary of the grant and one-fifth of each such grant becomes
exercisable in each successive year thereafter. In 2000, Mr. Farley was
granted options to purchase 100,000 shares at $11.10 per share. Beginning
June 2003, 50,000 options begin vesting at a rate of one-third per year.
The remaining 50,000 options begin vesting on June 7, 2005 at a rate of
one-fifth per year. All of Mr. Farley's options terminate on the ten year
anniversary of the date of grant.
(8) Mr. Moyes has not been awarded any stock options and is not eligible to
participate in Swift's Stock Option Plan or Employee Stock Purchase Plan.
COMPENSATION OF DIRECTORS
Directors who are employees do not receive additional compensation for their
service as directors. Non-employee directors are paid an annual retainer of
$3,000 for their service as directors. In addition, non-employee directors
receive $500 for attending each board meeting and board committee meeting. Under
our Non-Employee Director Stock Option Plan, each non-employee director also
receives an option to purchase 5,000 shares of common stock every fifth year.
These option grants vest and become exercisable over four years beginning on the
date of grant, permitting the holder to purchase shares at 85% of their fair
market value on the date of grant, which was $11.10 in the case of options
granted in 2000. Unless earlier terminated, forfeited or surrendered pursuant to
the plan, each option granted will expire on the sixth anniversary date of the
grant. Both employee and non-employee directors are reimbursed for reasonable
travel and related expenses incurred in connection with their service on the
board and board committees.
EMPLOYMENT AND CHANGE OF CONTROL AGREEMENTS
Swift currently does not have any employment contracts or severance agreements
with any of its executive officers. Swift has a deferred compensation agreement
with Mr. Riley, the contribution to which is described in footnote (1) to the
Summary Compensation Table. If the merger with M.S. Carriers is consummated,
Swift will enter employment agreements with current M.S. Carriers' executives
Michael S. Starnes, M. J. Barrow, James W. Welch, and Mike Reaves.
In the event Swift sells all or substantially all of its assets, or merges with
or into another corporation, stock options outstanding are required to be
assumed or equivalent options are required to be substituted by such successor
corporation or a parent or subsidiary of such successor corporation, unless
Swift's board of directors determines, in the exercise of its sole discretion
and in lieu of such assumption or substitution, that the option holder shall
have the right to exercise his or her option, including shares as to which such
option would not otherwise be exercisable. If the board makes options fully
exercisable in lieu of assumption or substitution in the event of a merger or
sale of assets, the board must notify the option holder that the option is fully
exercisable for a period of thirty (30) days from the date of such notice (but
not later than the expiration of the term of the option) and the option will
terminate upon the expiration of such period.
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The compensation committee of Swift's board of directors consists of Jerry
Moyes, Alphonse E. Frei and Lou A. Edwards. Mr. Moyes also serves as the
President and Chief Executive Officer of Swift.
Interstate Equipment Leasing, Inc., a corporation wholly-owned by Jerry Moyes,
leases tractors to some of Swift's owner operators. In connection with this
program, during 2000 Swift acquired new tractors and sold them to Interstate
Leasing for $25.2 million and recognized fee income of $1.4 million. During
2000, Swift also sold used revenue equipment to Interstate Leasing totaling
$160,000 and recognized a loss of $12,000.
Interstate Leasing also provides air transportation services to Swift. Such
services totaled $718,000 for the year ended December 31, 2000. At December 31,
2000, $50,000 was owed to Interstate Leasing for air transportation services.
Interstate Leasing operates as a fleet operator for Swift. During 2000, Swift
paid $33.6 million to this fleet operator for purchased transportation services.
At December 31, 2000, $483,000 was owed by Swift for these transportation
services. Also, Swift was paid $1.9 million by this fleet operator and paid
$130,000 to this fleet operator for various services, including training. At
December 31, 2000, $265,000 was owed to Swift for these services.
Jerry Moyes acquired a significant ownership interest in Central Freight Lines,
Inc. during 1997. Swift provides transportation services to Central Freight and
other entities owned by Mr. Moyes and recognized $9.7 million in operating
revenue therefrom in 2000. At December 31, 2000, $809,000 was owed to Swift for
these services. In addition, Swift paid $547,000 to Central Freight for
facilities rental during the year ended December 31, 2000.
All of the foregoing arrangements were approved by the independent members of
Swift's board of directors.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 31, 2001, the number and percentage
of outstanding shares of Swift's common stock beneficially owned by each person
known by us to beneficially own more than 5% of such stock, by each director and
named executive officer of Swift and by all directors and executive officers of
Swift as a group.
Name and Address of Beneficial Owner(1) Shares Beneficially Owned Percent Owned
------------------------------------ ------------------------- -------------
Jerry Moyes 19,175,067(2) 30.31%
Ronald G. Moyes 9,018,353(2) 14.25%
Lou A. Edwards 398,625(3) *
William F. Riley III 417,659(4) *
Rodney K. Sartor 78,339 *
Alphonse E. Frei 13,875(3) *
Earl H. Scudder 32,650(5) *
Patrick J. Farley 50,774(6) *
Kevin H. Jensen 23,460(7) *
FMR Corporation 9,449,875 14.94%
Taunus Corporation, DB Alex Brown LLC 3,718,933 5.88%
Wellington Management Company, LLP 5,380,550 8.50%
All Directors and Named 20,187,449 31.8%
Officers as a group
(8 persons)
- ---------------------------------------
* Represents less than 1% of Swift's outstanding Common Stock.
(1) The address of each officer, director and Ronald G. Moyes is 1455 Hulda
Way, Sparks, Nevada 89431. The address of FMR Corporation is 82 Devonshire
Street, Boston, Massachusetts 02109. The address for the Taunus
Corporation is 31 West 52nd Street, New York, New York and the address for
its subsidiary DB Alex Brown, LLC is 130 Liberty Street, New York, New
York 10006. The address for Wellington Management Company, LLP is 75 State
Street, Boston, Massachusetts 02109. Information with respect to FMR
Corporation, the Taunus Corporation and DB Alex Brown, and Wellington
Management Company is based upon statements on Schedule 13G filed by such
entities with the Securities and Exchange Commission.
(2) The shares beneficially owned by Jerry Moyes are held by him, as follows:
(i) 18,648,817 shares are held as a co-trustee of the Jerry and Vickie
Moyes Family Trust, (ii) 33,750 shares are held by a limited liability
company of which Mr. Moyes has controlling interest, and (iii) 492,500
shares are held by SME Industries, Inc. of which Jerry Moyes is the
majority shareholder. The shares shown for Jerry Moyes do not include the
9,018,353 shares held by (i) the Moyes Children's Limited Partnership, the
sole general partner of which is Ronald Moyes, who has sole investment and
voting power over the limited partnership and (ii) seven irrevocable
trusts for the benefit of six children of Jerry and Vickie Moyes and by an
irrevocable trust for the benefit of Jerry and Vickie Moyes and six of
their children, the sole trustee of each of which is Ronald Moyes, who has
sole investment and voting power over the trusts. The shares shown for
Jerry C. Moyes also do not include 360,000 shares held by an irrevocable
trust for the children of Jerry and Vickie Moyes, the sole trustee of
which is Gerald F. Ehrlich, who has sole investment and voting power. Of
the shares held by the Jerry and Vickie Moyes Family Trust and the Moyes
Children's Limited Partnership, 18,647,814 and 4,541,765 shares,
respectively, have been pledged to secure loans with lending institutions.
(3) Includes options to purchase 2,000 shares exercisable within 60 days.
(4) Includes options to purchase 75,000 shares exercisable within 60 days.
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(5) Includes options to purchase 6,750 shares exercisable within 60 days.
(6) Includes options to purchase 43,425 shares exercisable within 60 days.
(7) Includes options to purchase 22,500 shares exercisable within 60 days.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 2000, Swift incurred fees for legal services to Scudder Law Firm in
the amount of $209,000. Mr. Earl H. Scudder, a director of Swift, is a
member of Scudder Law Firm.
During 2000, Swift purchased $2.4 million in refrigeration units from Thermo
King West, Inc., a corporation owned by Mr. Riley. Thermo King West, Inc.
purchased transportation services and supplies from Swift in the amount of
$20,058.
Swift believes that the terms of the foregoing transactions were as favorable to
Swift as those which would have been available from an independent third party.
See "Compensation Committee Interlocks and Insider Participation" above for a
description of certain transactions between Swift and members of the
compensation committee.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report on Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized, this 30th
day of April, 2001.
SWIFT TRANSPORTATION CO., INC.,
a Nevada corporation
By /s/ William F. Riley III
------------------------
William F. Riley III
Senior Executive Vice President,
Secretary, Chief Financial Officer,
and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report on Form 10-K has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Jerry C. Moyes* Chairman of the Board, April 30, 2001
- ------------------
Jerry C. Moyes President and Chief Executive
Officer (Principal Executive Officer)
/s/ William F. Riley III Senior Executive Vice President, April 30, 2001
- ------------------------ Secretary, Chief Financial Officer
William F. Riley III and Director
/s/ Stephen J. Lyding* Chief Accounting Officer April 30, 2001
- ---------------------
Stephen J. Lyding
/s/ Rodney K. Sartor* Executive Vice President and April 30, 2001
- -------------------- Director
Rodney K. Sartor
/s/ Lou A. Edwards* Director April 30, 2001
- ------------------
Lou A. Edwards
/s/ Alphonse E. Frei* Director April 30, 2001
- --------------------
Alphonse E. Frei
/s/ Earl H. Scudder, Jr.* Director April 30, 2001
- ------------------------
Earl H. Scudder, Jr.
* By: /s/ William F. Riley III
---------------------------
As attorney-in-fact
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