CUSIP No. 832653 10 9 Page 1 of 5
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No.1)
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 | |
<PAGE>
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 2,035,646*
----------
Shares
Beneficially 6) Shared Voting Power 0
---
Owned by
Each Reporting 7) Sole Dispositive Power 2,035,646*
----------
Person
With 8) Shared Dispositive Power 0
---
9) Aggregate Amount Beneficially Owned by Each Reporting Person 2,035,646*
----------
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares N/A
---
11) Percent of Class Represented by Amount in Row 9 40.7%
-------
12) Type of Reporting Person IN
+ Shares reported based upon 12/31/97 holdings, except for 401(k)
information is based upon the 1/30/98 plan statement of the 401(k). All
shares collectively are held by William G. and Marlys L. Smith, joint
tenants with right of survivorship, with the exception of 15,952 and 614
shares of Class A Common Stock allocated to the account of Mr. Smith and
Mrs. Smith, respectively, under the Company's 401(k) plan. Effective
December 31, 1996, the Company's ESOP was merged into the Company's 401(k)
plan and the reporting person's stock ownership under the ESOP was
transferred to the 401(k) plan.
* Includes (i) 15,952 and 614 shares of Class A Common Stock allocated to
the account of Mr. Smith and Mrs. Smith, respectively, under the Company's
401(k) plan, (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 50.6% of the combined voting power
of all outstanding Smithway stock. Mr. and Mrs. Smith are referred to as
the "Reporting Person."
<PAGE>
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: 2031 Quail Avenue
Fort Dodge, IA 50501
Item 2.
a. Name of Person Filing: William G. Smith and
Marlys L. Smith+
b. Address of Principal Business Office: 2031 Quail Avenue
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, 1997:
a. Amount Beneficially Owned: 2,035,646*
b. Percent of Class: 40.7%
c. Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 2,035,646*
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition 2,035,646*
(iv) shared power to dispose or to direct the disposition 0
+Shares reported based upon 12/31/97 holdings, except for 401(k)
information is based upon the 1/30/98 plan statement of the 401(k) plan.
All shares collectively are held by William G. and Marlys L. Smith,
joint tenants with right of survivorship, with the exception of 15,952
and 614 shares of Class A Common Stock allocated to the account of Mr.
Smith and Mrs. Smith, respectively, under the Company's 401(k).
Effective December 31, 1996, the Company's ESOP was merged into the
Company's 401(k) plan and the reporting person's stock ownership under
the ESOP was transferred to the 401(k) plan.
*Includes (i) 15,952 and 614 shares of Class A Common Stock allocated to
the account of Mr. Smith and Mrs. Smith, respectively, under the
Company's 401(k) plan, (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
<PAGE>
CUSIP No. 832653 10 9 Page 4 of 5
of his immediate family. As a result, Mr. and Mrs. Smith control stock
possessing 50.6% of the combined voting power of all outstanding
Smithway stock. Mr. and Mrs. Smith are referred to as the "Reporting
Person."
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. By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of the
issuer of such securities and were not acquired in connection with or as
a participant in any transaction having such purposes or effect.
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 13, 1998
Date
/s/ William G. Smith
Signature
William G. Smith, Chairman of the Board, President
and Chief Executive Officer
Name and Title
February 13, 1998
Date
/s/ Marlys L. Smith
Signature
Marlys L. Smith
Name and Title
<PAGE>
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/A, 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 13, 1998
Date
/s/ William G. Smith
Signature
William G. Smith, Chairman of the Board, President
and Chief Executive Officer
Name and Title
February 13, 1998
Date
/s/ Marlys L. Smith
Signature
Marlys L. Smith
Name and Title
<PAGE>
