-----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, RfHlQWGmYJlbFnqzDUhgbd2JAT320Iu4LmM6SioNVqXyPDBLsujvpZ7vSjBXZ5Fc t0MDHzdjFDmDfKlrMr7wgQ== /in/edgar/work/20000807/0000950144-00-009519/0000950144-00-009519.txt : 20000921 0000950144-00-009519.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950144-00-009519 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000807 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FORWARD AIR CORP CENTRAL INDEX KEY: 0000912728 STANDARD INDUSTRIAL CLASSIFICATION: [4213 ] IRS NUMBER: 621120025 STATE OF INCORPORATION: TN FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43797 FILM NUMBER: 687309 BUSINESS ADDRESS: STREET 1: 430 AIRPORT RD CITY: GREENEVILLE STATE: TN ZIP: 37745 BUSINESS PHONE: 4236367100 MAIL ADDRESS: STREET 1: P.O. BOX 1058 CITY: GREENEVILLE STATE: TN ZIP: 37744 FORMER COMPANY: FORMER CONFORMED NAME: LANDAIR SERVICES INC DATE OF NAME CHANGE: 19930928 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NISWONGER SCOTT M CENTRAL INDEX KEY: 0001071948 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 1058 CITY: GREENVILLE STATE: TN ZIP: 37744 BUSINESS PHONE: 4236367100 MAIL ADDRESS: STREET 1: PO BOX 1058 CITY: GREENVILLE STATE: TN ZIP: 37744 SC 13D/A 1 sc13da.txt FORWARD AIR CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Forward Air Corporation ------------------------------------------------------------------------------- (Name of Issuer) Common Stock ------------------------------------------------------------------------------- (Title of Class of Securities) 349853101 --------------------------------------------- (CUSIP Number) Scott M. Niswonger 430 Airport Road Greeneville, Tennessee 37745 (423) 636-7100 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 2, 2000 --------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box. [ ] *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 disclosures provided in a prior cover page. The information required on 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). 2 CUSIP No. 349853101 13D Page 2 of 6 Pages - ------------------------- ----------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S IDENTIFICATION NO. OF ABOVE PERSON Scott M. Niswonger - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 5,500,600 shares of Common Stock SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 0 shares of Common Stock OWNED BY ----------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 5,500,600 shares of Common Stock REPORTING ----------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER 0 shares of Common Stock WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,500,600 shares of Common Stock, consisting of 5,500,000 shares of Common Stock held directly. - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 26.0% Common Stock - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 2 3 AMENDMENT NO. 1 TO SCHEDULE 13D This Amendment No. 1 to Schedule 13D (the "Statement") is filed by the undersigned to amend and restate in its entirety the Schedule 13D, dated June 26, 2000 (the "Original 13D"), with respect to the shares of common stock, par value $0.01 per share (the "Common Stock"), of Forward Air Corporation, a Tennessee corporation (the "Issuer"). This Statement is being filed as a result of the dispositions by Scott M. Niswonger of 200,000 shares of Common Stock by gift on July 24, 2000, 200,000 shares of Common Stock through open-market transactions on July 27, 2000 and 100,000 shares of Common Stock by gift on August 2, 2000. Dispositions through open-market transactions of 1,200 shares of Common Stock indirectly held by Mr. Niswonger also occurred on August 2, 2000. ITEM 1. SECURITY AND ISSUER. This Amendment No. 1 to Schedule 13D relates to the Issuer's Common Stock. The principal executive offices of the Issuer are located at 430 Airport Road, Greeneville, Tennessee 37745. ITEM 2. IDENTITY AND BACKGROUND. (a) Scott M. Niswonger. (b) 430 Airport Road, Greeneville, Tennessee 37745. (c) Chairman and Chief Executive Officer of Forward Air Corporation and Chairman and Chief Executive Officer of Landair Corporation, each located at 430 Airport Road, Greeneville, Tennessee 37745. Forward Air Corporation is a provider of scheduled surface transportation for deferred air freight to freight forwarders, integrators and airlines. Landair Corporation is a high-service-level truckload carrier that transports a wide range of commodities in both intrastate and interstate commerce. (d) During the last five years, Scott M. Niswonger has not been convicted in a criminal proceeding. (e) During the last five years, Scott M. Niswonger has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where, as a result of such proceeding, he was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Scott M. Niswonger is a citizen of the United States. 3 4 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Not applicable. ITEM 4. PURPOSE OF TRANSACTION. On July 24, 2000, Mr. Niswonger made a gift of 200,000 shares of Common Stock to East Tennessee Foundation and on July 27, 2000, he sold 200,000 shares of Common Stock in open-market transactions. On August 2, 2000, Mr. Niswonger made an additional gift of 100,000 shares of Common Stock to East Tennessee Foundation and 1,200 shares of Common Stock he held indirectly were sold in open-market transactions. Mr. Niswonger beneficially owns 5,500,600 shares of the Issuer's Common Stock. Mr. Niswonger holds all of his shares of Common Stock for investment purposes, but may in the future explore a variety of alternatives, including without limitation selling all or a portion of these shares to other officers of the Issuer in privately negotiated transactions. Except as set forth above, Mr. Niswonger has no plans or proposals with respect to any of the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER. (a) Scott M. Niswonger beneficially owns 26.0% of the Issuer's Common Stock, or 5,500,600 shares of Common Stock, consisting of 5,500,000 shares of Common Stock held directly. (b) Mr. Niswonger beneficially owns the following number of shares of Common Stock with: Sole Voting Power: 5,500,600 shares of Common Stock Shared Voting Power: 0 shares of Common Stock Sole Dispositive Power: 5,500,600 shares of Common Stock Shared Dispositive Power: 0 shares of Common Stock (c) Not applicable. (d) Not applicable. (e) Not applicable. 4 5 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Not applicable. 5 6 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. By: /s/ Scott M. Niswonger --------------------------------- Scott M. Niswonger Date: August 7, 2000 -----END PRIVACY-ENHANCED MESSAGE-----