UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
Forward Air Corporation
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
349853101
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(CUSIP Number)
December 31, 2007
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 349853101
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(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Mr. Philip C. Timon
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) (b)
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(3) SEC Use Only
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(4) Citizenship or Place of Organization: United States
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Number of Shares Beneficially Owned
Each Reporting Person With by (5) Sole Voting Power: 1,051,237*
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(6) Shared Voting Power: 0
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(7) Sole Dispositive Power: 1,051,237*
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(8) Shared Dispositive Power: 0
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,051,237*
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) N/A
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(11) Percent of Class Represented by Amount in Row (9): 3.6%*
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(12) Type of Reporting Person (See Instructions): IN
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*As of December 31, 2007, Endowment Capital, L.P. and Long Drive, L.P., each a
Delaware limited partnership (collectively, the "Limited Partnerships"), own in
the aggregate 1,051,237 shares of the Common Stock, $0.01 par value per share
(the "Shares"), of Forward Air Corporation., a Tennessee corporation (the
"Company"). Endowment Capital Group, LLC, a Delaware limited liability company
("Endowment LLC"), is the sole general partner of each of the Limited
Partnerships. Mr. Philip C. Timon (the "Reporting Person") is the sole managing
member of Endowment LLC. As a result, the Reporting Person possesses the sole
power to vote and the sole power to direct the disposition of the Shares held by
the Limited Partnerships. Thus, as of December 31, 2007, for the purposes of
Reg. Section 240.13d-3, the Reporting Person is deemed to beneficially own
1,051,237 Shares, or approximately 3.6% of the Shares deemed issued and
outstanding as of that date. The Reporting Person's interest in the Shares is
limited to his pecuniary interest, if any, in the Limited Partnerships.
Item 1(a). Name Of Issuer: Forward Air Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
430 Airport Road, Greeneville, Tennessee 37745
Item 2(a). Name of Person Filing: Mr. Philip C. Timon
Item 2(b). Address of Principal Business Office or, if None, Residence:
1515 Market Street, Suite 2000, Philadelphia, PA 19102
Item 2(c). Citizenship: United States
Item 2(d). Title of Class of Securities: Common Stock, par value $0.01 par
value per share
Item 2(e). CUSIP No.: 349853101
Item 3. If This Statement Is Filed Pursuant to Section 240.13d-1(b) or
240.13d-2(b) or (c), check whether the Person Filing is a:
Not Applicable.
Item 4. Ownership
(a) Amount Beneficially Owned (as of December 31, 2007) 1,051,237*
(b) Percent of Class (as of December 31, 2007) 3.6%*
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote 1,051,237*
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the
disposition of 1,051,237*
(iv) shared power to dispose or to direct the
disposition of 0
*As of December 31, 2007, Endowment Capital, L.P. and Long Drive, L.P., each a
Delaware limited partnership (collectively, the "Limited Partnerships"), own in
the aggregate 1,051,237 shares of the Common Stock, $0.01 par value per share
(the "Shares"), of Forward Air Corporation., a Tennessee corporation (the
"Company"). Endowment Capital Group, LLC, a Delaware limited liability company
("Endowment LLC"), is the sole general partner of each of the Limited
Partnerships. Mr. Philip C. Timon (the "Reporting Person") is the sole managing
member of Endowment LLC. As a result, the Reporting Person possesses the sole
power to vote and the sole power to direct the disposition of the Shares held by
the Limited Partnerships. Thus, as of December 31, 2007, for the purposes of
Reg. Section 240.13d-3, the Reporting Person is deemed to beneficially own
1,051,237 Shares, or approximately 3.6% of the Shares deemed issued and
outstanding as of that date. The Reporting Person's interest in the Shares is
limited to his pecuniary interest, if any, in the Limited Partnerships.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following. [X]
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control
Person
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of such securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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.
February 13, 2008
/s/ Philip C. Timon
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Philip C. Timon, in his capacity as
sole managing member of Endowment
Capital Group, LLC, the sole general
partner of Endowment Capital, L.P.
and Long Drive, L.P.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)