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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)
John A. Tweed
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)
December 28, 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 8 Pages
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1 NAME OF REPORTING PERSON
I.R.S IDENTIFICATION NO. OF ABOVE PERSON
John A. Tweed
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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
00
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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
619,314 shares of Common Stock
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
0 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
619,314 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
619,314 shares of Common Stock, consisting of 619,314 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
12.7% 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) John A. Tweed
(b) 430 Airport Road, Greeneville, Tennessee 37745.
(c) Director, President, Chief Operating Officer, Landair Corporation,
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.
(d) During the last five years, Mr. Tweed has not been convicted in a
criminal proceeding.
(e) During the last five years, Mr. Tweed 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) Mr. Tweed is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On December 28, 2000, Mr. Tweed purchased 500,000 shares of Common Stock
of the Issuer in a negotiated transaction at a price of $4.50 per share, for a
total consideration of $2,250,000. The source of funds was a five year full
recourse promissory note (the "Note") given to Scott M. Niswonger, as holder, by
John A. Tweed, as maker. The Note bears interest at the minimum applicable
federal rate and becomes due and payable on the fifth anniversary of the date of
the Note. The Note is secured by a Pledge and Security Agreement between John A.
Tweed, as pledgor, and Scott M. Niswonger, as Lender. Under the Pledge and
Security Agreement, the 500,000 shares of Common Stock is used as collateral.
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ITEM 4. PURPOSE OF TRANSACTION.
Mr. Tweed holds shares of Common Stock described herein for investment
purposes. In the ordinary course of business, Mr. Tweed from time to time
reviews the performance of his investments and considers possible strategies for
enhancing value. As part of the review of investments in the Common Stock, Mr.
Tweed may explore from time to time in the future a variety of alternatives,
including, without limitation: (a) the acquisition of additional securities of
the Issuer or the disposition of securities of the Issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer; (c) a sale or transfer of a material amount of assets of
the Issuer; (d) a change in the present Board of Directors or management of the
Issuer; (e) a material change in the present capitalization or dividend policy
of the Issuer; (f) any other material change in the Issuer's business or
corporate structure; (g) changes in the Issuer's charter or bylaws or other
actions which may impede the acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (i) causing a
class of equity securities of the Issuer to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or (j) any action similar to any of those enumerated above.
There is no assurance that Mr. Tweed will develop any plans or proposals with
respect to any of the foregoing matters. Any alternatives which Mr. Tweed may
pursue will depend upon a variety of factors, including, without limitation,
current and anticipated future trading prices for the Common Stock, the
financial condition, results of operations and prospects of the Issuer and
general economic, financial market and industry conditions.
Except as set forth above, Mr. Tweed has no plans nor 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) Mr. Tweed beneficially owns 12.7% of the Common Stock of the
Issuer (12.7% with sole dispositive power), or 619,314 shares of Common Stock,
consisting of 619,314 shares of Common Stock held directly.
(b) Mr. Tweed beneficially owns the following number of shares of
Common Stock with:
Sole Voting Power: 619,314 shares of Common Stock
Shared Voting Power: 0 shares of Common Stock
Sole Dispositive Power: 619,314 shares of Common Stock
Shared Dispositive Power: 0 shares of Common Stock
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(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.
Exhibit 1 Secured Promissory Note dated December 28, 2000 by John
A. Tweed.
Exhibit 2 Pledge and Security Agreement dated December 28, 2000 by
and between John A. Tweed and Scott M. Niswonger.
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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.
/s/ John A. Tweed
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John A. Tweed
Date: January 5, 2001
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