SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3 TO
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
CANNON EXPRESS, INC.
(Name of Issuer)
CANNON EXPRESS, INC.
(Name of Person(s) Filing Proxy Statement)
Class B Common Stock
(Title or Class of Securities)
137694-20-4
(CUSIP Number of Class of Securities)
Dean G. Cannon
1457 Robinson
P.O. Box 364
Springdale, AR 72764
(501)751-9209
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
Copies to:
Richard N. Massey, Esq.
Rose Law Firm
120 East Fourth Street
Little Rock, AR 72201
(501)375-9131
This Statement is filed in connection with (check appropriate box):
a. X The filing of solicitation materials or an information statement
subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1],
Regulation 14C [17 CFR 240.14c-1 to 240.14c-101] or Rule
13e-3(c) [Section 240.13e-3(c)] under the Securities Exchange
Act of 1934.
b. __ The filing of a registration statement under the Securities Act
of 1933.
c. __ A tender offer.
d. __ None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies:
___________________________________________________________________________
Instruction: Eight copies of this statement, including all exhibits,
should be filed with the Commission.
___________________________________________________________________________
Calculation of Filing Fee:
Transaction Amount of filing fee
valuation*
$19,497,168 $3,899.43
* Transaction valuation calculated by the number of shares proposed to
be acquired (2,166,352) by the amount of cash or the value of
securities to be exchanged therefor, as applicable (in each case,
$9.00 per share).
__ Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $3,899.43
Form or Registration No.: 13E-3
Filing Party: Cannon Express, Inc.
Date Filed: March 20, 1996
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This Amendment No. 3 (the "Amendment") supplements and amends the
Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3)
filed with the Securities and Exchange Commission (the "Commission") on
January 29, 1996, as amended by an Amendment No. 1 filed with the
Commission on March 6, 1996, and as further amended by an Amendment No. 2
filed with the Commission on March 20, 1996. The Schedule 13E-3 was filed
in conjunction with a Schedule 14A Proxy Statement (the "Proxy Statement")
which was filed in definitive form with the Commission on March 20, 1996.
The transaction to which the Schedule 13E-3 relates was approved
by the shareholders of Cannon Express, Inc. at a special meeting of
shareholders held on April 10, 1996, and the transaction was completed by
the filing of a Certificate of Amendment to the Certificate of Amendment of
Cannon Express, Inc. with the Delaware Secretary of State on April 10,
1996.
SIGNATURE
After due 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.
CANNON EXPRESS, INC.
By: /s/ Dean G. Cannon
Dean G. Cannon
President, Chairman of the
Board, Chief Executive Officer
and Chief Accounting Officer
Date: April 15, 1996
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CANNON EXPRESS, INC.
________________________
SCHEDULE 13E-3
EXHIBIT INDEX
________________________
Exhibit
Number Exhibit
None.
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