-----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, Tgni9CLp+YgwbBASlxobGWEeQLTPAGJuaIeEUx36KtihWUXSARH0/pPZ2DgGHmeR ga1Urh4rEHojq6ZJKYDcQw== 0001104659-07-010090.txt : 20070213 0001104659-07-010090.hdr.sgml : 20070213 20070213123131 ACCESSION NUMBER: 0001104659-07-010090 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070213 DATE AS OF CHANGE: 20070213 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Smith Marlys L CENTRAL INDEX KEY: 0001291311 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 515-576-3304 MAIL ADDRESS: STREET 1: 1129 COLONIAL DRIVE CITY: FORT DODGE STATE: IA ZIP: 50501 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SMITHWAY MOTOR XPRESS CORP CENTRAL INDEX KEY: 0000941914 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 421433844 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46555 FILM NUMBER: 07607380 BUSINESS ADDRESS: STREET 1: 2031 QUAIL AVENUE CITY: FORT DODGE STATE: IA ZIP: 50501 BUSINESS PHONE: 5155767418 MAIL ADDRESS: STREET 1: 2031 QUAIL AVENUE CITY: FORT DODGE STATE: IA ZIP: 50501 SC 13G/A 1 a07-4449_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires:
February 28, 2009

 

SCHEDULE 13G/A

Estimated average burden hours per response. . 11

 

Under the Securities Exchange Act of 1934
(Amendment No. 9)*

 

SMITHWAY MOTOR XPRESS CORP.

(Name of Issuer)

Class A Common Stock, Par Value $.01

(Title of Class of Securities)

832653109

(CUSIP Number)

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.




 

 

CUSIP No. 832653109

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Marlys L. Smith

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)
Not applicable.

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,896,856

 

6.

Shared Voting Power
2,086,856(1)

 

7.

Sole Dispositive Power
1,896,856

 

8.

Shared Dispositive Power
2,086,856

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,086,856(1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
51.5%(2)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1) All shares are held directly by Marlys L. Smith, with the exception of 35,024 shares of Class A Common Stock allocated to the account of Marlys Smith under the Company’s 401(k) Plan and 190,000 shares of Class A Common Stock registered in the name of Melissa Turner, as voting trustee, for the Smith Family Limited Partnership, beneficial ownership of which is disclaimed.

 

2




 

Item 1.

 

(a)

Name of Issuer
Smithway Motor Xpress Corp.

 

(b)

Address of Issuer’s Principal Executive Offices
2031 Quail Ave.

Fort Dodge, IA  50501

 

Item 2.

 

(a)

Name of Person Filing
Marlys L. Smith

 

(b)

Address of Principal Business Office or, if none, Residence
2031 Quail Ave.

Fort Dodge, IA  50501

 

(c)

Citizenship
United States of America

 

(d)

Title of Class of Securities
Class A Common Stock, $.01 par value(2)

 

(e)

CUSIP Number
832653109

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

 

Not applicable.

 


(2) The Company has both Class A and Class B Common Stock. The Class A Common Stock has one vote per share. The Class B Common Stock, which is not registered under Section 12 of the Securities Exchange Act of 1934, has two votes per share while beneficially owned by Mrs. Smith or members of her immediate family, and is convertible into the same number of shares of Class A Common Stock (a) at any time at the election of the holder and (b) automatically upon transfer to any person other than Mrs. Smith or members of her immediate family. As of October 2, 2006, there were 3,989,124 shares of Class A Common Stock and 1,000,000 shares of Class B Common Stock outstanding. The percentage indicated is based upon 4,989,124 shares outstanding, which includes the 1,000,000 shares of Class B Common Stock convertible into an equal number of shares of Class A Common Stock. As a result of the two class structure, as of October 2, 2006, the Reporting Person controlled stock possessing approximately 51.5% of the voting power of all outstanding Company stock.

3




 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

2,086,856(1)

 

(b)

Percent of class:   

51.5%(2)

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

1,896,856

 

 

(ii)

Shared power to vote or to direct the vote    

2,086,856

 

 

(iii)

Sole power to dispose or to direct the disposition of   

1,896,856

 

 

(iv)

Shared power to dispose or to direct the disposition of   

2,086,856

Instruction.  For computations regarding securities which represent a right to acquire an underlying security see §240.13d3(d)(1).

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Instruction.  Dissolution of a group requires a response to this item.

 

Not applicable.

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group

 

Not applicable.

 

Item 10.

Certification

 

The following certification shall be included if the statement is filed pursuant to § 240.13d-1(c):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

4




Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

February 14, 2007

 

Date

 


/s/ Marlys L. Smith

 

Signature

 


Marlys L. Smith

 

Name/Title

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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