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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Forward Air Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
349853101
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(CUSIP Number)
Scott M. Niswonger
430 Airport Road
Greeneville, Tennessee 37745
(423) 636-7100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 2, 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. 349853101 13D Page 2 of 6 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
Not applicable
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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
5,500,600 shares of Common Stock
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
0 shares of Common Stock
OWNED BY -----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
5,500,600 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
5,500,600 shares of Common Stock, consisting of 5,500,000 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
26.0% Common Stock
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14 TYPE OF REPORTING PERSON
IN
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2
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AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 to Schedule 13D (the "Statement") is filed by the
undersigned to amend and restate in its entirety the Schedule 13D, dated June
26, 2000 (the "Original 13D"), with respect to the shares of common stock, par
value $0.01 per share (the "Common Stock"), of Forward Air Corporation, a
Tennessee corporation (the "Issuer"). This Statement is being filed as a result
of the dispositions by Scott M. Niswonger of 200,000 shares of Common Stock by
gift on July 24, 2000, 200,000 shares of Common Stock through open-market
transactions on July 27, 2000 and 100,000 shares of Common Stock by gift on
August 2, 2000. Dispositions through open-market transactions of 1,200 shares of
Common Stock indirectly held by Mr. Niswonger also occurred on August 2, 2000.
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 to Schedule 13D relates to the Issuer's Common
Stock. 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 Forward Air
Corporation and Chairman and Chief Executive Officer of Landair
Corporation, each located at 430 Airport Road, Greeneville, Tennessee
37745. Forward Air Corporation is a provider of scheduled surface
transportation for deferred air freight to freight forwarders,
integrators and airlines. 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, 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, 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) Scott M. Niswonger is a citizen of the United States.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
On July 24, 2000, Mr. Niswonger made a gift of 200,000 shares of Common
Stock to East Tennessee Foundation and on July 27, 2000, he sold 200,000 shares
of Common Stock in open-market transactions. On August 2, 2000, Mr. Niswonger
made an additional gift of 100,000 shares of Common Stock to East Tennessee
Foundation and 1,200 shares of Common Stock he held indirectly were sold in
open-market transactions.
Mr. Niswonger beneficially owns 5,500,600 shares of the Issuer's Common
Stock. 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.
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 26.0% of the Issuer's
Common Stock, or 5,500,600 shares of Common Stock, consisting of
5,500,000 shares of Common Stock held directly.
(b) Mr. Niswonger beneficially owns the following number of
shares of Common Stock with:
Sole Voting Power: 5,500,600 shares of Common Stock
Shared Voting Power: 0 shares of Common Stock
Sole Dispositive Power: 5,500,600 shares of Common Stock
Shared Dispositive Power: 0 shares of Common Stock
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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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: August 7, 2000
