-----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, JC2v46+r8K3csKAsEKlOmGLS/LJ0XVNEIYURq8u/ap331/VlFhjfzu7FGph5hPap A22K1Gv+3SlxlgyH1I0Siw== 0000950137-06-001813.txt : 20060214 0000950137-06-001813.hdr.sgml : 20060214 20060214122933 ACCESSION NUMBER: 0000950137-06-001813 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OWENS G LARRY CENTRAL INDEX KEY: 0001167011 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2031 QUAAIL AVENUE CITY: FORT DODGE STATE: IA ZIP: 50501 BUSINESS PHONE: 800 654 0164 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: 06610260 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 c02488asc13gza.txt AMENDMENT TO SCHEDULE 13G OMB APPROVAL -------------------------------- OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response............11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4)* SMITHWAY MOTOR XPRESS CORP. - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, Par Value $.01 - -------------------------------------------------------------------------------- (Title of Class of Securities) 832653109 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2005 - -------------------------------------------------------------------------------- (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) [ ] 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. Page 1 of 5 CUSIP NO. 832653109 13G - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). G. Larry Owens - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] Not applicable. (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 285,237(1) SHARES ------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 EACH ------------------------------------------- 7 SOLE DISPOSITIVE POWER REPORTING 285,237(1) PERSON ------------------------------------------- WITH: 8 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 285,237(1) - -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.2%(2) - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- (1) Includes (i) 235,695 shares of Class A Common stock, (ii) 24,342 shares of Class A Common Stock allocated to the account of G. Larry Owens under the Company's 401(k) plan, (iii) 200 shares held as custodian for each of Maureen E. Owens and Lauren A. Owens-Wehrle, minor children, under the Uniform Gifts to Minors Act, as to which beneficial ownership is disclaimed, and (iv) 25,000 shares of Class A Common Stock that Mr. Owens does not yet own, but with respect to which Mr. Owens has options that are currently exercisable or are exercisable within 60 days of December 31, 2005. Page 2 of 5 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 G. Larry Owens (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 Sections 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 Act. (b) [ ] Bank as defined in section 3(a)(6) of the Act. (c) [ ] Insurance company as defined in section 3(a)(19) of the Act. (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940. (e) [ ] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (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. (j) [ ] Group, in accordance with Section 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 Marlys L. 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 28, 2005, there were 3,936,624 shares of Class A Common Stock and 1,000,000 shares of Class B Common Stock outstanding. The percentage indicated is based upon Class A Common Stock outstanding. As a result of the two class structure, as of December 31, 2004, the Reporting Person controlled, or had the right to acquire, stock possessing approximately 4.8% of the voting power of all outstanding Company stock. Page 3 of 5 ITEM 4. OWNERSHIP (a) Amount Beneficially Owned 285,237(1) (b) Percent of Class 7.2%(2) (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 285,237 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 285,237 (iv) Shared power to dispose or to direct the disposition of 0 Instruction. For computations regarding securities which represent a right to acquire an underlying security see Section 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 [ ]. 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. Page 4 of 5 ITEM 10. CERTIFICATION The following certification shall be included if the statement is filed pursuant to Section 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. 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, 2006 ---------------------------------------- Date /s/ G. Larry Owens ---------------------------------------- Signature G. Larry Owens ---------------------------------------- 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 Section 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) Page 5 of 5 -----END PRIVACY-ENHANCED MESSAGE-----