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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. N/A)
Landair Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
514757103
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(CUSIP Number)
Scott M. Niswonger
430 Airport Road
Greeneville, Tennessee 37745
(423) 636-7000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 14, 2000
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(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).
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CUSIP No. 514757103 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Scott M. Niswonger
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
2,773,220 shares of Common Stock
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
0 shares of Common Stock
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
2,773,220 shares of Common Stock
REPORTING ---------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
0 shares of Common Stock
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,773,220 shares of Common Stock, consisting of 2,772,620 shares of
Common Stock held directly.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
56.9% Common Stock
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14 TYPE OF REPORTING PERSON
IN
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value $0.01 per share
(the "Common Stock"), of Landair Corporation, a Tennessee corporation (the
"Issuer"). 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 Landair Corporation
and Chairman and Chief Executive Officer of Forward Air Corporation,
each located at 430 Airport Road, Greeneville, Tennessee 37745. Landair
Corporation is a high-service-level truckload carrier that transports a
wide range of commodities in both intrastate and interstate commerce.
Forward Air Corporation is a provider of scheduled surface
transportation for deferred air freight to freight forwarders,
integrators and airlines.
(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, it 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The acquisition of shares on June 14, 2000 discussed in Item 4, below,
was for an amount of $2,755,040, was funded out of Mr. Niswonger's personal
funds and was executed on a 50% margin by J.C. Bradford & Co.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Niswonger purchased 643,700 shares of Common Stock from Merrill
Lynch & Co., Inc. on June 14, 2000, in addition to the 2,129,520 shares of
Common Stock already beneficially owned by Mr. Niswonger. 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.
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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 56.9% of the Common
Stock of the Issuer or 2,773,220 shares of Common Stock, consisting of
2,772,620 shares of Common Stock held directly.
(b) Mr. Niswonger beneficially owns the following number of
shares of Common Stock with:
Sole Voting Power: 2,773,220 shares of Common Stock
Shared Voting Power: 0 shares of Common Stock
Sole Dispositive Power: 2,773,220 shares of Common Stock
Shared Dispositive Power: 0 shares of Common Stock
(c) N/A.
(d) N/A.
(e) N/A.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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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
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Scott M. Niswonger
Date: June 26, 2000
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