-----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, MTUS+gB7jm8nXx3LZERrN6LcRanorQ7i+mDQJQ7nij5paHDKIiyb8WSs84H218z9 yy4aHMaWUAi6VWjnnYJdrg== 0000919574-06-002956.txt : 20060714 0000919574-06-002956.hdr.sgml : 20060714 20060714164824 ACCESSION NUMBER: 0000919574-06-002956 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060714 DATE AS OF CHANGE: 20060714 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: US XPRESS ENTERPRISES INC CENTRAL INDEX KEY: 0000923571 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 621378182 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-44771 FILM NUMBER: 06963057 BUSINESS ADDRESS: STREET 1: 4080 JENKINS ROAD CITY: CHATTANOOGA STATE: TN ZIP: 37421 BUSINESS PHONE: 4235103000 MAIL ADDRESS: STREET 1: 4080 JENKINS ROAD CITY: CHATTANOOGA STATE: TN ZIP: 37421 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCOPUS ASSET MANAGEMENT, LLC CENTRAL INDEX KEY: 0001317583 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 153 EAST 53RD STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-446-2400 MAIL ADDRESS: STREET 1: 153 EAST 53RD STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 d686608_13-g.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __)* U.S. Xpress Enterprises, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, par value $.01 - -------------------------------------------------------------------------------- (Title of Class of Securities) 90338N108 - -------------------------------------------------------------------------------- (CUSIP Number) May 4, 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: [_] Rule 13d-1(b) [x] Rule 13d-1(c) [_] 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). CUSIP No. 90338N108 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Scopus Asset Management, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 846,090 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 846,090 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 846,090 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.9% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO CUSIP No. 90338N108 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Alexander Mitchell 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 846,090 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 846,090 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 846,090 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.9% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 90338N108 --------------------- Item 1(a). Name of Issuer: U.S. Xpress Enterprises, Inc. -------------------------------------------------------------------- (b). Address of Issuer's Principal Executive Offices: 4080 Jenkins Road Chattanooga, Tennessee -------------------------------------------------------------------- Item 2(a). Name, Principal Business Address, and Citizenship of Persons Filing: Scopus Asset Management, LLC - Delaware Alexander Mitchell - U.S.A. 623 Fifth Avenue - 31st Floor New York, NY 10022 -------------------------------------------------------------------- (d). Title of Class of Securities: Class A Common Stock, par value $.01 -------------------------------------------------------------------- (e). CUSIP Number: 90338N108 -------------------------------------------------------------------- Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c). (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). (d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [_] An investment adviser in accordance with s.240.13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with s.240.13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); (i) [_] 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) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J). 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: Scopus Asset Management, LLC - 846,090 Alexander Mitchell - 846,090 ---------------------------------------------------------------------- (b) Percent of class: Scopus Asset Management, LLC - 6.9% Alexander Mitchell - 6.9% ---------------------------------------------------------------------- (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: Scopus Asset Management, LLC - 0 Alexander Mitchell - 0 (ii) Shared power to vote or to direct the vote: Scopus Asset Management, LLC - 846,090 Alexander Mitchell - 846,090 (iii) Sole power to dispose or to direct the disposition of: Scopus Asset Management, LLC - 0 Alexander Mitchell - 0 (iv) Shared power to dispose or to direct the disposition of: Scopus Asset Management, LLC - 846,090 Alexander Mitchell - 846,090 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 [ ]. _______________________________________________________________________ Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A ----------------------------------------------------------------------- Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A ----------------------------------------------------------------------- Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A ----------------------------------------------------------------------- Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A ---------------------------------------------------------------------- Item 10. Certification. (b) The following certification shall be included if the statement is filed pursuant to Rule 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 such purpose or effect. 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. Scopus Asset Management, LLC * By: /s/ Alexander Mitchell ------------------------ Alexander Mitchell Managing Member /s/ Alexander Mitchell* - ----------------------- Alexander Mitchell - ---------- *The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein. Exhibit A AGREEMENT The undersigned agree that this Schedule 13G dated July 14, 2006 relating to the Class A Common Stock, par value $.01 of U.S. Xpress Enterprises, Inc. shall be filed on behalf of the undersigned. Scopus Asset Management, LLC * By: /s/ Alexander Mitchell ------------------------ Alexander Mitchell Managing Member /s/ Alexander Mitchell* - ----------------------- Alexander Mitchell - ---------- *The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein. SK 22131 0001 686608 -----END PRIVACY-ENHANCED MESSAGE-----