CUSIP No. 832653 10 9 Page 1 of 5
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No._____)
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 | |
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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 2,354,578*
---------
Shares
Beneficially 6) Shared Voting Power 0
----
Owned by
Each Reporting 7) Sole Dispositive Power 2,354,578*
---------
Person
With 8) Shared Dispositive Power 0
----
9) Aggregate Amount Beneficially Owned by Each Reporting Person 2,354,578*
---------
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares N/A
---
11) Percent of Class Represented by Amount in Row 9 47.1 %*
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12) Type of Reporting Person IN
+All shares collectively are held by William G. and Marlys L. Smith as
joint tenants with right of survivorship, with the exception of 30,088 shares
and 1,157 shares [926 vested shares] of Class A Common Stock allocated to the
account of Mr. and Mrs. Smith, respectively, under the Company's ESOP.
*Includes (i) 30,088 shares and 1,157 shares [926 vested shares] of Class A
Common Stock allocated to the account of Mr. and Mrs. Smith, respectively, under
the Company's ESOP, (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 55.9%
of the combined voting power of all outstanding Smithway stock. Mr. and Mrs.
Smith are referred to as the "Reporting Person."
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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:
Rural Route #5
Fort Dodge, IA 50501
Item 2.
a. Name of Person Filing: William G. and Marlys L. Smith+
b. Address of Principal Business Office:
Rural Route #5
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, 1996:
a. Amount Beneficially Owned: 2,354,578 shares*
b. Percent of Class: 47.1%*
c. Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 2,354,578*
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition
of: 2,354,578*
(iv) shared power to dispose or to direct the disposition of: 0
+All shares collectively are held by William G. and Marlys L. Smith as
joint tenants with right of survivorship, with the exception of 30,088 shares
and 1,157 shares [926 vested shares] of Class A Common Stock allocated to the
account of Mr. and Mrs. Smith, respectively, under the Company's ESOP.
*Includes (i) 30,088 shares and 1,157 shares [926 vested shares] of Class A
Common Stock allocated to the account of Mr. and Mrs. Smith, respectively, under
the Company's ESOP, (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 55.9%
of the combined voting power of all outstanding Smithway stock. Mr. and Mrs.
Smith are referred to as the "Reporting Person."
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CUSIP No. 832653 10 9 Page 4 of 5
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. N/A
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 14, 1997
--------------------------------------------------
Date
/s/ William G. Smith
--------------------------------------------------
Signature
William G. Smith, Chairman of the Board, President
and Chief Executive Officer
Name and Title
February 14, 1997
--------------------------------------------------
Date
/s/ Marlys L. Smith
--------------------------------------------------
Signature
Marlys L. Smith
Name and Title
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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, 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 14, 1997
--------------------------------------------------
Date
/s/ William G. Smith
--------------------------------------------------
Signature
William G. Smith, Chairman of the Board, President
and Chief Executive Officer
Name and Title
February 14, 1997
--------------------------------------------------
Date
/s/ Marlys L. Smith
--------------------------------------------------
Signature
Marlys L. Smith
Name and Title
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