UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
U.S. Xpress Enterprises, Inc.
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(Name of Issuer)
Class A Common Stock, $.01 par value
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(Title of Class of Securities)
90338N 10 3
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(CUSIP Number)
Mr. Max L. Fuller
U.S. Xpress Enterprises, Inc.
4080 Jenkins Road
Chattanooga, Tennessee 37421
(423) 510-3000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 4, 1999
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*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).
<PAGE>
CUSIP No. 90338N 10 3
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Max L. Fuller
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
PF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
2,623,934
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 444,916
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
2,623,934
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
444,916
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,068,850
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 2 ("Amendment No. 2") to the Schedule 13D originally
filed by the reporting person with the Securities and Exchange Commission on
October 14, 1994 (the "Schedule 13D"), as amended by Amendment No. 1 filed on
April 24, 1995 ("Amendment No. 1"), relates to the Class A common stock, $.01
par value of U.S. Xpress Enterprises, Inc., the principal executive offices of
which are located at 4080 Jenkins Road, Chattanooga, Tennessee 37421.
Item 2. Identity and Background.
The reporting person, Max L. Fuller, is a Director, Co-Chairman of the
Board, Vice President and Secretary of U.S. Xpress Enterprises, Inc. The
principal business and office address of the reporting person is 4080 Jenkins
Road, Chattanooga, Tennessee 37421. During the last five years, the reporting
person has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). During the last five years, the reporting
person has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as a result of which proceeding
he could have become 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. Mr.
Fuller is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D provided as follows:
U.S. Xpress Enterprises, Inc. was organized under the laws of Nevada on
January 10, 1989. Mr. Fuller's shares were purchased at the time of
organization with personal funds and subsequently through the sale of stock
in corporations owned in part by Mr. Fuller for shares of U.S. Xpress
Enterprises, Inc.
Item 3 of the Schedule 13D is hereby amended to add the following:
The reporting person has since acquired 925,580 shares with personal funds
in a series of open market transactions at an aggregate cost of
$8,502,504.67; disposed of 450,000 shares in a secondary offering for
$8,550,000.00; and disposed of 125,000 shares as part of an over-allotment
option granted to underwriters in a secondary offering for $2,375,000.00.
Item 4. Purpose of Transaction.
The shares of U.S. Xpress Enterprises, Inc. owned by Mr. Fuller are held
for investment purposes.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D provided as follows:
<PAGE>
The aggregate number of shares of Class A common stock beneficially owned
is 2,490,854 and the percentage of such class of securities is 27.8%. Of
the above number of shares beneficially owned, all shares are held with the
sole power to vote or direct the vote; no shares are held with the shared
power to vote or direct the vote; and all shares are held with the sole
power to dispose or to direct the disposition.
Item 5 of the Schedule 13D was subsequently amended by Amendment No. 1 to
provide as follows:
The aggregate number of shares of Class A Common Stock beneficially owned
is 2,273,354 and the percentage of such class of securities is 25.4%. Of
the above number of shares beneficially owned, all shares are held with the
sole power to vote or direct the vote; no shares are held with the shared
power to vote or direct the vote; and all shares are held with the sole
power to dispose or to direct the disposition.
In connection with a public offering of shares of U.S. Xpress Enterprises,
Inc., on October 26, 1994, Mr. Fuller sold 217,500 shares of the Class A
Common Stock of U.S. Xpress Enterprises, Inc. to the underwriters of the
offering pursuant to the exercise of the over-allotment option by the
underwriters.
Item 5 is hereby amended to provide as follows:
The aggregate number of shares of Class A common stock beneficially owned
is 3,068,850 and the percentage of such class of securities is 28.2%. Of
this amount, 444,916 shares are held by Fuller Family Partners, a Tennessee
general partnership, as to which Mr. Fuller's wife, Janice B. Fuller, holds
the sole power to vote and dispose of the shares as the Managing Partner of
Fuller Family Partners. Of the above number of shares beneficially owned,
2,623,934 shares are held with the sole power to vote or direct the vote;
444,916 shares are held with the shared power to vote or direct the vote as
a result of Mr. Fuller's relationship with his wife who holds the power to
vote the shares held by Fuller Family Partners; 2,623,934 shares are held
with the sole power to dispose or to direct the disposition; and 444,916
shares are held with the shared power to dispose or to direct the
disposition as a result of Mr. Fuller's relationship with his wife who
holds the power to dispose of the shares held by Fuller Family Partners.
Mr. Fuller disclaims beneficial ownership of the 444,916 shares held by
Fuller Family Partners.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Item 6 of the Schedule 13D provided as follows:
In connection with a public offering of shares of U.S. Xpress Enterprises,
Inc., Mr. Fuller has agreed with Alex. Brown & Sons Incorporated, Morgan
Stanley & Co. Incorporated and Morgan Keegan & Company, Inc., as
representatives of the
<PAGE>
several underwriters, not to sell any of his shares for a period of 180
days from the effective date of the offering, which was October 5, 1994.
Item 7. Material to Be Filed as Exhibits.
The following exhibit was filed as a part of the Schedule 13D:
* Underwriting Agreement among U.S. Xpress Enterprises, Inc., the selling
shareholders in the public offering and Alex. Brown & Sons Incorporated,
Morgan Stanley & Co. Incorporated and Morgan Keegan & Company, Inc.
--------------------------------
* Incorporated by reference to Exhibit 1 to the Registration Statement on
Form S-1 (File No. 33-79208) of U.S. Xpress Enterprises, Inc. filed with
the SEC on May 20, 1994.
<PAGE>
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.
October 20, 2000 /s/ Max L. Fuller
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(Date) Max L. Fuller
