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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: June 29, 2001
(Date of earliest event reported)
SWIFT TRANSPORTATION CO., INC.
(Exact name of registrant as specified in its charter)
Nevada 0-18605 86-0666860
(State or other jurisdiction (Commission File Number) (I.R.S Employer
of incorporation) Identification No.)
2200 South 75th Avenue
Phoenix, Arizona 85043
(Address of principal executive offices) (Zip Code)
(602) 269-9700
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITON OR DISPOSITION OF ASSETS
At 5:00 p.m. Pacific Time on June 29, 2001, pursuant to a Merger Agreement
dated December 11, 2000, among Swift Transportation Co., Inc., a Nevada
corporation, Sun Merger, Inc., a Tennessee corporation and wholly owned
subsidiary of Swift, and M.S. Carriers, Inc., a Tennessee corporation, Sun
Merger merged with and into M.S. Carriers. As a result of the merger, M.S.
Carriers became a wholly owned subsidiary of Swift. The merger followed the
approval by both M.S. Carriers and Swift stockholders and the termination of the
waiting periods mandated by the Hart-Scott-Rodino Antitrust Act of 1976, as
amended.
Prior to the merger, M.S. Carriers was the nation's sixth largest publicly
traded truckload carrier, measured by revenue. M.S. Carriers had operating lanes
concentrated between the central states and points in the Northeast and
Southeast, and between points on the Eastern seaboard. Swift presently intends
that M.S. Carriers will continue its business in substantially the same manner.
Each share of common stock, par value $.01 per share, of M.S. Carriers
issued and outstanding immediately prior to the merger was converted into 1.7
shares of common stock, par value $.001 per share, of Swift. Cash will be paid
in lieu of fractional shares. The exchange ratio was determined through arm's
length negotiation between representatives of Swift and M.S. Carriers. There was
no material relationships between Swift and M.S. Carriers or any of its
affiliates, directors or officers, or any associates of any such director or
officer.
Mellon Investor Services LLC has been retained by Swift to serve as the
Exchange Agent. As soon as reasonably practicable, Swift will cause the Exchange
Agent to mail or deliver a transmittal letter to each person who was a holder of
record of M.S. Carriers common stock at the effective time of the merger. The
transmittal letter will contain instructions for use in effecting the surrender
of certificates formerly representing shares of M.S. Carriers common stock in
exchange for the certificates representing shares of Swift common stock and cash
in lieu of fractional shares that such holder has the right to receive.
A copy of the press release issued by Swift on June 29, 2001, with respect
to the effectiveness of the merger is attached as Exhibit 99 and is incorporated
by this reference.
The foregoing description of the Merger Agreement and merger does not
purport to be complete and is qualified in its entirety by reference to the
Registration Statement on Form S-4, as amended, of Swift (File No. 333-59250),
and the Merger Agreement, filed as an exhibit to the registration statement, and
such documents are incorporated by this reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial statements of businesses acquired:
Previously reported
(b) Pro forma financial information:
Previously reported
(c) Exhibits:
EXHIBIT NO. DESCRIPTION
2 Merger Agreement dated December 11, 2000, among Swift Transportation
Co., Inc., a Nevada corporation, Sun Merger, Inc., a Tennessee
corporation and wholly owned subsidiary of Swift, and M.S. Carriers,
Inc., a Tennessee corporation, filed as an Exhibit to the Registration
Statement on Form S-4, as amended, of Swift (File No. 333-59250), and
incorporated by this reference
99 Press release issued by Swift Transportation Co., Inc., dated June 29,
2001
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SIGNATURES
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 thereunto duly authorized.
SWIFT TRANSPORTATION CO., INC.
/s/ Jerry C. Moyes
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Jerry C. Moyes
Chairman, President, and
Chief Executive Officer
Date: July 6, 2001
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EXHIBIT INDEX
The following exhibits are filed herein:
EXHIBIT NO. DESCRIPTION
2 Merger Agreement dated December 11, 2000, among Swift Transportation
Co., Inc., a Nevada corporation, Sun Merger, Inc., a Tennessee
corporation and wholly owned subsidiary of Swift, and M.S. Carriers,
Inc., a Tennessee corporation, filed as an Exhibit to the Registration
Statement on Form S-4, as amended, of Swift (File No. 333-59250), and
incorporated by this reference
99 Press release issued by Swift Transportation Co., Inc., dated June 29,
2001
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