-----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, EDLkx82It1I3ICfdOb1nrO25d0eQvJ7o4NdIuWib4wyhmGfMu745OHih3DL257kP WEXJ4CBh9b3LjsOV2cryGQ== 0001008886-98-000006.txt : 19980218 0001008886-98-000006.hdr.sgml : 19980218 ACCESSION NUMBER: 0001008886-98-000006 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980213 SROS: NASD 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: SEC FILE NUMBER: 005-46555 FILM NUMBER: 98537282 BUSINESS ADDRESS: STREET 1: RURAL ROUTE 5 STREET 2: BOX 404 CITY: FORT DODGE STATE: IA ZIP: 50501 BUSINESS PHONE: 5155767418 MAIL ADDRESS: STREET 1: ROUTE 5 STREET 2: BOX 404 CITY: FORT DODGE STATE: IA ZIP: 50501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SMITH WILLIAM G & MARLYS L JTWROS CENTRAL INDEX KEY: 0000091379 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: P O BOX 404 CITY: FT DODGE STATE: IA ZIP: 50501 BUSINESS PHONE: 5155767418 SC 13G/A 1 SCHEDULE 13G/A CUSIP No. 832653 10 9 Page 1 of 5 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1) SMITHWAY MOTOR XPRESS CORP. (Name of Issuer) CLASS A COMMON STOCK (Title of Class of Securities) 832653 10 9 (CUSIP Number) Check the following box if a fee is being paid with this statement | | CUSIP No. 832653 10 9 Page 2 of 5 1) Names of Reporting Persons S. S. or I. R. S. Identification Nos. of Above Persons WILLIAM G. SMITH SS# ###-##-####+ MARLYS L. SMITH SS# ###-##-####+ 2) Check the Appropriate Box if a Member of a Group N/A (a) |__| (b) |__| 3) SEC Use Only 4) Citizenship or Place of Organization: UNITED STATES OF AMERICA Number of 5) Sole Voting Power 2,035,646* ---------- Shares Beneficially 6) Shared Voting Power 0 --- Owned by Each Reporting 7) Sole Dispositive Power 2,035,646* ---------- Person With 8) Shared Dispositive Power 0 --- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 2,035,646* ---------- 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares N/A --- 11) Percent of Class Represented by Amount in Row 9 40.7% ------- 12) Type of Reporting Person IN + Shares reported based upon 12/31/97 holdings, except for 401(k) information is based upon the 1/30/98 plan statement of the 401(k). All shares collectively are held by William G. and Marlys L. Smith, joint tenants with right of survivorship, with the exception of 15,952 and 614 shares of Class A Common Stock allocated to the account of Mr. Smith and Mrs. Smith, respectively, under the Company's 401(k) plan. Effective December 31, 1996, the Company's ESOP was merged into the Company's 401(k) plan and the reporting person's stock ownership under the ESOP was transferred to the 401(k) plan. * Includes (i) 15,952 and 614 shares of Class A Common Stock allocated to the account of Mr. Smith and Mrs. Smith, respectively, under the Company's 401(k) plan, (ii) 190,000 shares of Class A Common Stock registered in the name of Melissa Osterberg, as voting trustee, for the Smith Family Limited Partnership, and beneficial ownership of such securities is disclaimed, and (iii) 1,000,000 shares of Class B Common Stock held by William G. and Marlys L. Smith as joint tenants with right of survivorship. Each share of Class B Common Stock is entitled to two votes and is convertible into the same number of shares of Class A Common Stock (i) at any time at the election of the holder, and (ii) automatically upon transfer to any person other than Mr. Smith or members of his immediate family. As a result, Mr. and Mrs. Smith control stock possessing 50.6% of the combined voting power of all outstanding Smithway stock. Mr. and Mrs. Smith are referred to as the "Reporting Person." CUSIP No. 832653 10 9 Page 3 of 5 SCHEDULE 13G Item 1. a. Name of Issuer: Smithway Motor Xpress Corp. b. Address of Issuer's Principal Executive Offices: 2031 Quail Avenue Fort Dodge, IA 50501 Item 2. a. Name of Person Filing: William G. Smith and Marlys L. Smith+ b. Address of Principal Business Office: 2031 Quail Avenue Fort Dodge, IA 50501 c. Citizenship: United States of America d. Title of Class of Securities: Class A Common Stock e. CUSIP Number: 832653 10 9 ----------- Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), check whether the Person filing is a : N/A Item 4. Ownership. The following information pertains as of December 31, 1997: a. Amount Beneficially Owned: 2,035,646* b. Percent of Class: 40.7% c. Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 2,035,646* (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition 2,035,646* (iv) shared power to dispose or to direct the disposition 0 +Shares reported based upon 12/31/97 holdings, except for 401(k) information is based upon the 1/30/98 plan statement of the 401(k) plan. All shares collectively are held by William G. and Marlys L. Smith, joint tenants with right of survivorship, with the exception of 15,952 and 614 shares of Class A Common Stock allocated to the account of Mr. Smith and Mrs. Smith, respectively, under the Company's 401(k). Effective December 31, 1996, the Company's ESOP was merged into the Company's 401(k) plan and the reporting person's stock ownership under the ESOP was transferred to the 401(k) plan. *Includes (i) 15,952 and 614 shares of Class A Common Stock allocated to the account of Mr. Smith and Mrs. Smith, respectively, under the Company's 401(k) plan, (ii) 190,000 shares of Class A Common Stock registered in the name of Melissa Osterberg, as voting trustee, for the Smith Family Limited Partnership, and beneficial ownership of such securities is disclaimed, and (iii) 1,000,000 shares of Class B Common Stock held by William G. and Marlys L. Smith as joint tenants with right of survivorship. Each share of Class B Common Stock is entitled to two votes and is convertible into the same number of shares of Class A Common Stock (i) at any time at the election of the holder, and (ii) automatically upon transfer to any person other than Mr. Smith or members CUSIP No. 832653 10 9 Page 4 of 5 of his immediate family. As a result, Mr. and Mrs. Smith control stock possessing 50.6% of the combined voting power of all outstanding Smithway stock. Mr. and Mrs. Smith are referred to as the "Reporting Person." Item 5. Ownership of Five Percent or Less of a Class. N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. N/A Item 8. Identification and Classification of Members of the Group. N/A Item 9. Notice of Dissolution of Group. N/A Item 10.Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes 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. February 13, 1998 Date /s/ William G. Smith Signature William G. Smith, Chairman of the Board, President and Chief Executive Officer Name and Title February 13, 1998 Date /s/ Marlys L. Smith Signature Marlys L. Smith Name and Title CUSIP No. 832653 10 9 Page 5 of 5 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13G/A, and any amendments thereto. All shares of Class A and Class B Common Stock are held by William G. and Marlys L. Smith, joint tenants with right of survivorship. February 13, 1998 Date /s/ William G. Smith Signature William G. Smith, Chairman of the Board, President and Chief Executive Officer Name and Title February 13, 1998 Date /s/ Marlys L. Smith Signature Marlys L. Smith Name and Title -----END PRIVACY-ENHANCED MESSAGE-----