SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
LANDAIR CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
514757103
---------
(CUSIP Number)
Scott M. Niswonger
430 Airport Road
Greeneville, Tennessee 37745
(423) 636-7000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 10, 2002
----------------
(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/A, 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. 514757103 13D/A Page 2 of 5 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) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00 To be determined
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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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7 SOLE VOTING POWER
4,242,630 shares of Common Stock
NUMBER OF
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 shares of Common Stock
EACH
REPORTING ---------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 4,242,630 shares of Common Stock
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares of Common Stock
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
shares of Common Stock, consisting of 4,241,730 shares of Common
Stock held directly and 900 shares held indirectly.
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
58.0% Common Stock
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14 TYPE OF REPORTING PERSON
IN, HC
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2
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CUSIP No. 514757103 13D/A Page 3 of 5 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John A. Tweed
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00 To be determined
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
948,786 shares of Common Stock
NUMBER OF
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 shares of Common Stock
EACH
REPORTING ---------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 948,786 shares of Common Stock
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares of Common Stock
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
shares of Common Stock, consisting of 948,786 shares of Common
Stock held directly.
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.0% Common Stock
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
3
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D/A relates to the common stock, par value $0.01 per share (the
"Common Stock"), of Landair Corporation, a Tennessee corporation (the "Issuer").
The principal executive offices of the Issuer are located at 430 Airport Road,
Greeneville, Tennessee 37745.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This 13D/A Statement is being filed by Scott M. Niswonger and John A. Tweed
(collectively the "Reporting Persons"). The Reporting Persons are filing
this Statement together because they may be considered a "group" within the
meaning of Section 13(d)(3) of the Act with respect to the transaction
described in Item 4 of this Statement. Except as otherwise expressly set
forth in this Statement, each Reporting Person disclaims beneficial
ownership of the shares of Common Stock beneficially owned by the other
Reporting Person. The Agreement between the Reporting Persons relating to
the joint filing of this Schedule is attached as Exhibit 1 to this Schedule
13D/A. This Schedule 13D/A constitutes Amendment No. 1 to the Schedule 13D
filed by Scott M. Niswonger on June 26, 2000 and Amendment No. 1 to Schedule
13D filed by John A. Tweed on January 5, 2001.
(b) The business address of each Reporting Person is 430 Airport Road,
Greeneville, Tennessee 37745.
(c) Mr. Niswonger is Chairman and Chief Executive Officer of Landair Corporation
and Chairman and Chief Executive Officer of Forward Air Corporation, each
located at 430 Airport Road, Greeneville, Tennessee 37745. Mr. Tweed is
President and Chief Operating Officer of Landair Corporation. Landair
Corporation is a high-service-level truckload carrier that transports a wide
range of commodities in both intrastate and interstate commerce. Forward Air
Corporation is a provider of scheduled surface transportation for deferred
air freight to freight forwarders, integrators and airlines.
(d) During the last five years, neither Reporting Person has been convicted in a
criminal proceeding.
(e) During the last five years, neither Reporting Person has been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction where, as a result of such proceeding, it 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) Each Reporting Person is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Under the proposed transaction, the Reporting Persons would acquire all of the
Issuer's outstanding stock which they do not already own. The Reporting Persons
anticipate that the aggregate value of the transaction will be approximately $33
million taking into account the consideration to be paid for the outstanding
shares, settlement of outstanding options, and estimated costs of the
transaction. This figure does not include the 5,191,416 shares owned by the
Reporting Persons. The source and form of financing for the transaction has not
been determined. As of this filing, no firm commitments for financing have been
received.
ITEM 4. PURPOSE OF TRANSACTION.
By letter dated October 10, 2002, the Reporting Persons submitted a buyout
proposal to the Issuer's Board of Directors. Under the terms of this proposal,
the Reporting Persons will acquire all of the Issuer's outstanding shares not
already owned by them (representing approximately 29% of the Issuer's
outstanding shares) for a price of $13.00 per share payable in cash. The exact
form and structure of this transaction has not been determined. If the
transaction is completed, it is expected that the Common Stock will be removed
from registration, the Issuer will cease to be a reporting company under the
1934 Act, and the Common Stock will cease to be quoted through NASDAQ or any
other interdealer quotation system.
4
The Reporting Persons expect to evaluate on an ongoing basis the Company's
financial condition, business, operations and prospects, market price of the
Common Stock, conditions in securities markets generally, general economic and
industry conditions and other factors. Accordingly, the Reporting Persons
reserve the right to change their plans and intentions at any time, as they deem
appropriate. In particular, the Reporting Persons may at any time and from time
to time acquire additional shares of Common Stock or securities convertible or
exchangeable for Common Stock or dispose of shares of Common Stock. Any such
transactions may be effected at any time and from time to time, subject to any
applicable limitations of the Securities Act of 1933, as amended, and the 1934
Act.
Except as set forth in this Item 4 and in furtherance of the proposed
transaction, the Reporting Persons presently have no plans or proposals which
would relate to or result in any of the actions set forth in Parts (a) through
(j) of Item 4 of Schedule 13D. The information set forth in this Item 4 is
qualified in its entirety by the terms of the Reporting Persons' proposal
letter, a copy of which is attached as Exhibit 2 to this Schedule 13D/A.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
Name of Reporting Person Amount Beneficially Owned(1) Percent of Class
------------------------ ---------------------------- ----------------
Scott Niswonger 4,242,630(2) 58.0%
John A. Tweed 948,786(3) 13.0%
(1) Each Reporting Person has the sole power to vote, dispose, and direct the
disposition of the shares listed for his name. No such power is shared by
either Reporting Person.
(2) Includes 450 shares held by Mr. Niswonger for his grandson and 450 shares
held by Mr. Niswonger's spouse for her daughter.
(3) Does not include options for 75,000 shares which will vest in equal annual
25% increments over a 4 year period beginning February 7, 2003.
(c) No transactions in the Issuer's Common Stock were effected by the Reporting
Persons during the past 60 days or since the most recent filing of Schedule
13D, whichever is less.
(d) See information set forth in Item 6.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On December 28, 2000, Mr. Tweed purchased 500,000 shares of Common Stock of the
Issuer in a negotiated transaction at a price of $4.50 per share, for a total
consideration of $2,250,000. The source of funds was a five year full recourse
promissory note (the "Note") given to Scott M. Niswonger, as holder, by John A.
Tweed, as maker. The Note bears interest at the minimum applicable federal rate
and becomes due and payable on the fifth anniversary of the date of the Note.
The Note is secured by a Pledge and Security Agreement between John A. Tweed, as
pledgor, and Scott M. Niswonger, as Lender. Under the Pledge and Security
Agreement, the 500,000 shares of Common Stock are pledged as collateral to
secure repayment of the Note. Mr. Tweed retains the right to vote the pledged
shares so long as no default has occurred under the Pledge and Security
Agreement. No such default has occurred.
The Reporting Persons may act together to contribute their respective shares of
Common Stock to an entity used to effectuate the proposed transaction.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Joint Filing Agreement
Exhibit 2 - Proposal letter dated October 10, 2002
5
SIGNATURES (Schedule 13D/A)
After reasonable inquiry and to the best of my knowledge and belief, we each
certify that the information set forth in this statement is true, complete, and
correct.
By: /s/ Scott M. Niswonger
-----------------------------
Scott M. Niswonger
By: /s/ John A. Tweed
-----------------------------
John A. Tweed
Date: October 18, 2002
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