SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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 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).

 

 

 

* This percentage was calculated based upon a total of 17,990,904 shares outstanding as of November 7, 2012 according to representations made by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2012 filed on November 14, 2012.

 

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* This percentage was calculated based upon a total of 17,990,904 shares outstanding as of November 7, 2012 according to representations made by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2012 filed on November 14, 2012.

 

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Item 1.   Security and Issuer.

 

This Schedule 13D (the “Schedule”) relates to shares of Common Stock, $1.50 par value per share, of Frozen Food Express Industries, Inc., a Texas corporation (the “Issuer”).  The address of the principal executive office of the Issuer is 1145 Empire Central Place; Dallas, Texas 75247-4305.

 

Item 2.   Identity and Background.

 

(a)           This Schedule is being filed by Thomas Milton Duff and The James Ernest Duff Amended and Restated Trust Agreement (collectively, the “Reporting Persons”) pursuant to their agreement to the joint filing of this Schedule, filed herewith as Exhibit 99.1 (the “Joint Filing Agreement”).  James Ernest Duff is the trustee of The James Ernest Duff Amended and Restated Trust Agreement.

 

(b)           The address of each of the Reporting Persons is 529 Industrial Park Rd.; Columbia, Mississippi 39429.

 

(c)           The principal occupation of both Mr. Thomas Milton Duff and Mr. James Ernest Duff is serving as governing persons for affiliated entities with significant investments in the commercial tire, transportation, and construction industries.  Such employment is principally with Southern Tire Mart, LLC, a Mississippi limited liability company, at the address given in paragraph (b) above.

 

(d)           None of the persons referred to in paragraph (a) above have been convicted in a criminal proceeding in the last five years (excluding traffic violations or similar misdemeanors).

 

(e)           During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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)            Thomas Milton Duff is a citizen of the United States of America.  The James Ernest Duff Amended and Restated Trust Agreement is a grantor trust located in Mississippi.  James Ernest Duff is also a citizen of the United States of America.

 

Item 3.   Source and Amount of Funds or Other Consideration.

 

The Reporting Persons purchased the shares of the Issuer in a series of open-market transactions and funded the purchases with the personal funds of Thomas Milton Duff and funds held by The James Ernest Duff Amended and Restated Trust Agreement.  The total amount of funds used by the Reporting Persons to acquire the shares was $1,240,113.70.

 

Item 4.   Purpose of Transaction.

 

The Reporting Persons have expressed an intent to discuss with the Issuer a possible negotiated acquisition or other transaction between the Reporting Persons or an affiliate and the Issuer.  The Reporting Persons intend to have further discussions and communications with the Issuer regarding a possible acquisition of the Issuer or other extraordinary corporate transaction, such as a merger; however, no commitment, binding or non-binding, has been made in accordance with such intention and no specific proposal has been made.  Any proposed transaction would be contingent on, among other things: (a) the results of the due diligence review; (b) receipt of necessary financing; and (c) negotiation of a satisfactory acquisition agreement with the Issuer.

 

In the course of future negotiations and discussions with the Issuer, the Reporting Persons may suggest actions that could result in, among other things: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or

 

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management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above.

 

The Reporting Persons also intend to review their investment in the Issuer on a continuing basis.  Depending on various factors, including ongoing evaluation of their investment, prevailing market conditions, other investment opportunities, and/or other investment considerations, and subject to applicable laws, the Reporting Persons may in the future take such actions and/or pursue such options with respect to their investment in the Issuer as they deem appropriate under the circumstances from time to time, and reserve the right to dispose of securities of the Issuer, to enter into hedging relationships with respect to such securities, or to formulate other purposes, plans or proposals in the future depending on market conditions and/or other factors.

 

Except as set forth in this Item 4, neither of the Reporting Persons currently have any other present plans or proposals that relate to or would result in any of the actions specified in Item 4 of Schedule 13D.  The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer or the shares beneficially owned by the Reporting Persons, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in Item 4 of Schedule 13D.  The foregoing is subject to change at any time, and there can be no assurance that any of the Reporting Persons will take any of the actions set forth above.

 

Item 5.   Interest in Securities of the Issuer.

 

(a) and (b)

 

Reporting Person		Number of Shares with Sole Voting and Dispositive Power		Number of Shares with Shared Voting and Dispositive Power		Aggregate Number of Shares Beneficially Owned		Percentage of Class Beneficially Owned*
Thomas Milton Duff		0		1,050,124		1,050,124		5.84	%
The James Ernest Duff Amended and Restated Trust Agreement		0		1,050,124		1,050,124		5.84	%

 

* This percentage was calculated based upon a total of 17,990,904 shares outstanding as of November 7, 2012 according to representations made by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2012 filed on November 14, 2012.

 

The Reporting Persons share voting and dispositive power over the shares indicated above.

 

(c)           All transactions effected during the past sixty days are set forth on Exhibit 99.2.  All transactions were open market purchases.

 

(d)           Not applicable.

 

(e)           Not applicable.

 

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Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Neither of the Reporting Persons is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer, including, but not limited to, the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

Item 7.   Material To Be Filed as Exhibits.

 

Exhibit No. 99.1                   Joint Filing Agreement

 

Exhibit No. 99.2                   Schedule of Transactions in Last Sixty Days

 

SIGNATURE

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

 

DATE: March 4, 2013	BY:	/s/ Thomas Milton Duff
		THOMAS MILTON DUFF
	THE JAMES ERNEST DUFF AMENDED AND RESTATED TRUST AGREEMENT
	BY:	/s/ James Ernest Duff
		JAMES ERNEST DUFF, TRUSTEE

 

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Exhibit 99.1

 

JOINT FILING AGREEMENT

DATED AS OF MARCH 4, 2013

 

This will confirm the agreement by and between all the undersigned that the Statement on Schedule 13D filed on or about this date, and any further amendments thereto with respect to beneficial ownership by the undersigned of shares of the Common Stock of Frozen Food Express Industries, Inc., a Texas corporation (the “Issuer”), and such other securities of the Issuer that the undersigned may acquire or dispose of from time to time, is filed on behalf of the undersigned.  This agreement is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.

 

The undersigned further agree that each party hereto is responsible for timely filing of such Statement on Schedule 13D and any further amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness and accuracy of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.  The undersigned further agree that this agreement shall be included as an exhibit to such joint filing.

 

This agreement may be executed in two counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.

 

 

BY:	/s/ Thomas Milton Duff
	THOMAS MILTON DUFF
THE JAMES ERNEST DUFF AMENDED AND RESTATED TRUST AGREEMENT
BY:	/s/ James Ernest Duff
	JAMES ERNEST DUFF, TRUSTEE

 

Exhibit 99.2

 

SCHEDULE OF TRANSACTIONS IN LAST SIXTY DAYS

 

Person Effecting Transaction		Date of Transaction		Number of Shares Acquired		Price Per Share
Thomas Milton Duff		January 3, 2013		10,000		0.86
Thomas Milton Duff		January 3, 2013		4,893		0.87
Thomas Milton Duff		January 3, 2013		100		0.86
Thomas Milton Duff		January 3, 2013		7		0.85
Thomas Milton Duff		January 4, 2013		10,000		0.86
Thomas Milton Duff		January 4, 2013		8,900		0.86
Thomas Milton Duff		January 4, 2013		1,100		0.84
Thomas Milton Duff		January 7, 2013		10,000		0.85
Thomas Milton Duff		January 7, 2013		10,000		0.85
Thomas Milton Duff		January 7, 2013		6,600		0.84
Thomas Milton Duff		January 7, 2013		3,100		0.82
Thomas Milton Duff		January 7, 2013		300		0.84
Thomas Milton Duff		January 8, 2013		7,500		0.85
Thomas Milton Duff		January 8, 2013		5,605		0.82
Thomas Milton Duff		January 8, 2013		3,000		0.83
Thomas Milton Duff		January 8, 2013		2,400		0.85
Thomas Milton Duff		January 8, 2013		1,130		0.85
Thomas Milton Duff		January 8, 2013		265		0.83
Thomas Milton Duff		January 8, 2013		100		0.84
Thomas Milton Duff		January 8, 2013		10,000		0.85
Thomas Milton Duff		January 9, 2013		9,800		0.85
Thomas Milton Duff		January 9, 2013		7,496		0.85
Thomas Milton Duff		January 9, 2013		5,700		0.85
Thomas Milton Duff		January 9, 2013		4,300		0.85
Thomas Milton Duff		January 9, 2013		2,504		0.84
Thomas Milton Duff		January 9, 2013		200		0.85
Thomas Milton Duff		January 9, 2013		9,700		0.85
Thomas Milton Duff		January 10, 2013		8,995		0.85
Thomas Milton Duff		January 10, 2013		514		0.82
Thomas Milton Duff		January 10, 2013		300		0.85
Thomas Milton Duff		January 10, 2013		200		0.85
Thomas Milton Duff		January 10, 2013		200		0.85
Thomas Milton Duff		January 10, 2013		100		0.83
Thomas Milton Duff		January 10, 2013		10,000		0.84
Thomas Milton Duff		January 11, 2013		10,000		0.84
Thomas Milton Duff		January 11, 2013		100		0.83
Thomas Milton Duff		January 14, 2013		9,497		0.85
Thomas Milton Duff		January 14, 2013		4,900		0.85
Thomas Milton Duff		January 14, 2013		503		0.84
Thomas Milton Duff		January 15, 2013		9,900		0.85
Thomas Milton Duff		January 15, 2013		100		0.85
Thomas Milton Duff		January 17, 2013		14,772		0.69
Thomas Milton Duff		January 18, 2013		25,000		0.95
Thomas Milton Duff		January 18, 2013		16,000		0.95
Thomas Milton Duff		January 18, 2013		11,615		0.95
Thomas Milton Duff		January 18, 2013		4,000		0.95
Thomas Milton Duff		January 18, 2013		2,770		0.95
Thomas Milton Duff		January 18, 2013		100		0.95
Thomas Milton Duff		January 24, 2013		100		1.05

 

 

Person Effecting Transaction		Date of Transaction		Number of Shares Acquired		Price Per Share
Thomas Milton Duff		January 28, 2013		20,000		1.13
Thomas Milton Duff		January 28, 2013		2,800		1.13
Thomas Milton Duff		January 29, 2013		5,050		1.15
Thomas Milton Duff		January 29, 2013		1,800		1.15
Thomas Milton Duff		January 29, 2013		100		1.14
Thomas Milton Duff		January 29, 2013		100		1.14
Thomas Milton Duff		January 30, 2013		20,000		1.14
Thomas Milton Duff		January 30, 2013		20,000		1.12
Thomas Milton Duff		January 30, 2013		10,970		1.10
Thomas Milton Duff		January 31, 2013		12,348		1.12
Thomas Milton Duff		January 31, 2013		5,539		1.10
Thomas Milton Duff		February 1, 2013		2,113		1.15
Thomas Milton Duff		February 1, 2013		25,400		1.15
Thomas Milton Duff		February 1, 2013		13,784		1.15
Thomas Milton Duff		February 1, 2013		4,600		1.10
Thomas Milton Duff		February 4, 2013		8,400		1.13
Thomas Milton Duff		February 4, 2013		200		1.12
Thomas Milton Duff		February 5, 2013		24,116		1.13
Thomas Milton Duff		February 5, 2013		20,000		1.13
Thomas Milton Duff		February 6, 2013		1,200		1.11
Thomas Milton Duff		February 11, 2013		199		1.13
Thomas Milton Duff		February 13, 2013		20,000		1.21
Thomas Milton Duff		February 13, 2013		15,369		1.21
Thomas Milton Duff		February 13, 2013		12,875		1.21
Thomas Milton Duff		February 13, 2013		4,350		1.19
Thomas Milton Duff		February 13, 2013		2,775		1.20
Thomas Milton Duff		February 14, 2013		13,400		1.52
Thomas Milton Duff		February 14, 2013		13,224		1.48
Thomas Milton Duff		February 14, 2013		11,900		1.44
Thomas Milton Duff		February 14, 2013		6,100		1.46
Thomas Milton Duff		February 14, 2013		5,676		1.45
Thomas Milton Duff		February 14, 2013		4,500		1.42
Thomas Milton Duff		February 14, 2013		3,953		1.50
Thomas Milton Duff		February 14, 2013		3,300		1.40
Thomas Milton Duff		February 14, 2013		3,300		1.49
Thomas Milton Duff		February 14, 2013		2,976		1.49
Thomas Milton Duff		February 14, 2013		300		1.47
Thomas Milton Duff		February 14, 2013		200		1.39
Thomas Milton Duff		February 14, 2013		100		1.43
Thomas Milton Duff		February 14, 2013		47		1.51
Thomas Milton Duff		February 14, 2013		24		1.49
Thomas Milton Duff		February 19, 2013		19,900		1.50
Thomas Milton Duff		February 20, 2013		14,019		1.54
Thomas Milton Duff		February 20, 2013		8,300		1.50
Thomas Milton Duff		February 20, 2013		5,900		1.53
Thomas Milton Duff		February 20, 2013		4,700		1.50
Thomas Milton Duff		February 20, 2013		81		1.52
Thomas Milton Duff		February 21, 2013		9,100		1.40
Thomas Milton Duff		February 21, 2013		3,662		1.46
Thomas Milton Duff		February 21, 2013		800		1.39
Thomas Milton Duff		February 21, 2013		438		1.53
Thomas Milton Duff		February 25, 2013		9,400		1.58

 

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Person Effecting Transaction		Date of Transaction		Number of Shares Acquired		Price Per Share
Thomas Milton Duff		February 25, 2013		6,400		1.58
Thomas Milton Duff		February 25, 2013		3,800		1.55
Thomas Milton Duff		February 25, 2013		3,500		1.58
Thomas Milton Duff		February 25, 2013		3,100		1.58
Thomas Milton Duff		February 25, 2013		2,700		1.57
Thomas Milton Duff		February 25, 2013		1,000		1.58
Thomas Milton Duff		February 25, 2013		600		1.58
Thomas Milton Duff		February 25, 2013		200		1.57
Thomas Milton Duff		February 25, 2013		200		1.55
Thomas Milton Duff		February 25, 2013		100		1.53
The James Ernest Duff Amended and Restated Trust Agreement		February 15, 2013		10,000		1.50
The James Ernest Duff Amended and Restated Trust Agreement		February 15, 2013		10,000		1.50
The James Ernest Duff Amended and Restated Trust Agreement		February 15, 2013		6,270		1.50
The James Ernest Duff Amended and Restated Trust Agreement		February 15, 2013		3,730		1.48
The James Ernest Duff Amended and Restated Trust Agreement		February 19, 2013		13,000		1.50
The James Ernest Duff Amended and Restated Trust Agreement		February 19, 2013		10,000		1.50
The James Ernest Duff Amended and Restated Trust Agreement		February 21, 2013		11,453		1.54
The James Ernest Duff Amended and Restated Trust Agreement		February 21, 2013		2,200		1.53
The James Ernest Duff Amended and Restated Trust Agreement		February 21, 2013		900		1.50
The James Ernest Duff Amended and Restated Trust Agreement		February 21, 2013		100		1.52
The James Ernest Duff Amended and Restated Trust Agreement		February 22, 2013		6,500		1.55
The James Ernest Duff Amended and Restated Trust Agreement		February 22, 2013		3,424		1.55
The James Ernest Duff Amended and Restated Trust Agreement		February 22, 2013		3,376		1.55
The James Ernest Duff Amended and Restated Trust Agreement		February 22, 2013		3,200		1.55

 

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Person Effecting Transaction		Date of Transaction		Number of Shares Acquired		Price Per Share
The James Ernest Duff Amended and Restated Trust Agreement		February 22, 2013		313		1.55
The James Ernest Duff Amended and Restated Trust Agreement		February 22, 2013		200		1.55
The James Ernest Duff Amended and Restated Trust Agreement		February 25, 2013		20,000		1.55
The James Ernest Duff Amended and Restated Trust Agreement		February 25, 2013		9,200		1.55
The James Ernest Duff Amended and Restated Trust Agreement		February 25, 2013		300		1.55
The James Ernest Duff Amended and Restated Trust Agreement		February 25, 2013		200		1.55
The James Ernest Duff Amended and Restated Trust Agreement		February 25, 2013		200		1.55
The James Ernest Duff Amended and Restated Trust Agreement		February 25, 2013		100		1.55
The James Ernest Duff Amended and Restated Trust Agreement		February 26, 2013		6,489		1.66
The James Ernest Duff Amended and Restated Trust Agreement		February 26, 2013		5,000		1.66
The James Ernest Duff Amended and Restated Trust Agreement		February 26, 2013		2,343		1.53
The James Ernest Duff Amended and Restated Trust Agreement		February 26, 2013		200		1.50
The James Ernest Duff Amended and Restated Trust Agreement		February 28, 2013		10,000		1.60
The James Ernest Duff Amended and Restated Trust Agreement		February 28, 2013		8,800		1.60
The James Ernest Duff Amended and Restated Trust Agreement		February 28, 2013		5,100		1.66
The James Ernest Duff Amended and Restated Trust Agreement		February 28, 2013		2,728		1.69
The James Ernest Duff Amended and Restated Trust Agreement		February 28, 2013		2,473		1.69
The James Ernest Duff Amended and Restated Trust Agreement		February 28, 2013		2,172		1.60
The James Ernest Duff Amended and Restated Trust Agreement		February 28, 2013		1,200		1.58
The James Ernest Duff Amended and Restated Trust Agreement		March 1, 2013		3,599		1.68
The James Ernest Duff Amended and Restated Trust Agreement		March 1, 2013		2,800		1.67
The James Ernest Duff Amended and Restated Trust Agreement		March 1, 2013		300		1.68
The James Ernest Duff Amended and Restated Trust Agreement		March 1, 2013		300		1.69
The James Ernest Duff Amended and Restated Trust Agreement		March 1, 2013		100		1.62
The James Ernest Duff Amended and Restated Trust Agreement		March 1, 2013		100		1.65
The James Ernest Duff Amended and Restated Trust Agreement		March 1, 2013		100		1.66

 

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