UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
(Amendment No. )
Frozen Food Express Industries, Inc.
(Name of Subject Company)
DUFF BROTHERS CAPITAL CORPORATION
Owned by: the Thomas Milton Duff Amended and Restated Trust Agreement and
the James Ernest Duff Amended and Restated Trust Agreement
and controlled by Thomas Milton Duff and James Ernest Duff
(Name of Filing Persons [Offerors])
COMMON STOCK, $1.50 PAR VALUE
(Title of Class of Securities)
359360104
(CUSIP Number of Class of Securities)
Thomas Milton Duff
529 Industrial Park Rd.
Columbia, MS 39429
601-424-3210
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
Ralph S. Janvey, Esq.
Krage & Janvey, L.L.P.
2100 Ross Avenue
Suite 2600
Dallas, TX 75201
(214) 397-1912
Calculation of Filing Fee
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Transaction Valuation* |
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* No filing fee is required because this filing contains only preliminary communications made before the commencement of a tender offer.
o Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount previously paid: |
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Filing Party: |
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x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
x third-party tender offer subject to Rule 14d-1.
o issuer tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
o Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
o Rule 14d-1(d) (Cross-Border Third Party Tender Offer)
This filing relates solely to preliminary communications made before the commencement of a planned tender offer by Duff Brothers Capital Corporation., a Texas corporation (“Purchaser”) for the outstanding common stock of Frozen Food Express Industries, Inc. (“FFE”). Purchaser is owned by the Thomas Milton Duff Amended and Restated Trust Agreement and the James Ernest Duff Amended and Restated Trust Agreement. The Purchaser’s owners are controlled by Thomas Milton Duff and James Ernest Duff as trustee of the respective trust bearing their name. Together, the Purchaser, the Thomas Milton Duff Amended and Restated Trust Agreement, the James Ernest Duff Amended and Restated Trust Agreement, Thomas Milton Duff, and James Ernest Duff are the Filing Persons of this Schedule TO and the Bidders for the purposes of the planned tender offer.
The exhibits filed herewith are neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of FFE’s common stock described in this filing has not commenced. At the time the offer is commenced, the Filing Persons will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (“SEC”), and FFE will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the offer. The tender offer statement (including an offer to purchase, a related letter of transmittal, and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to FFE’s stockholders at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s website: www.sec.gov.
Exhibits.
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(a)(5)(iii) |
Letter to Top 50 Customers of KLLM Transport Services, LLC mailed July 15, 2013 |
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(a)(5)(iv) |
Memorandum to All Non-Driving Employees of KLLM Transport Services, LLC issued July 15, 2013 |
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(a)(5)(v) |
Message by Jim Richards Via Qualcomm Communication System to All Driving Employees of KLLM Transport Services, LLC on July 15, 2013 |
Exhibit (a)(5)(iii)
July 15, 2013
Dear Valued Customer,
I am proud to share with you today that our owners, Tommy and Jim Duff, have made an offer to purchase all of the stock of Frozen Food Express. This offer has been accepted by FFE’s Board of Directors and will be recommended to their stockholders. We expect the completion of this process to take 30-60 days.
We are very excited about the implications of this acquisition for both companies. Together, KLLM and FFE will become a much stronger force in the Temperature Control Marketplace, offering more capacity at premium levels of service.
KLLM is very fortunate to have fostered solid customer relationships over our 50 years in business with many respected organizations just like yours. As this merger develops, it is our wish that we can have dialogue with you to work together to become a much larger provider to you in the future. We will continue to provide you updated information as it becomes available.
Thank you for your past support and we look forward to continuing to offer you the top tier service you have come to expect from us and much more.
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Sincerely, |
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Jim Richards |
Exhibit (a)(5)(iv)
July 15, 2013
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To: |
All Employees |
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From: |
Jim Richards |
I am pleased to inform you that Tommy Duff and Jim Duff, owners of KLLM, made an offer to purchase the stock of Frozen Food Express out of Dallas which has been accepted by their Board of Directors. As many of you know, FFE is a large refrigerated carrier operating out of Dallas, Texas. They currently run approximately 1,000 tractors in truckload and another 600 in refrigerated LTL. FFE is currently publicly held and shortly a tender offer will go to all the shareholders with a recommendation from the board of FFE for them to sell their stock. We estimate this process will take 30-60 days. The Duffs will not own FFE until the successful completion of this process.
We are very excited about what this acquisition will accomplish for both KLLM and FFE. Together KLLM and FFE will become the 2nd largest control carrier in North America. This will enable us to provide our customers much more capacity at improved levels of service. Together, we will become a much stronger force in the Temperature Control Marketplace.
There is still a lot of work before the acquisition will be complete. In the meantime, it is very important that we all remain focused on doing our job to the best of our ability every day and not get distracted.
If contacted by the media or any outside party inquiring about this transaction, please refer those calls to my office. Thank you for your support and I will continue to update you as this progresses.
Exhibit (a)(5)(v)
Today, I am proud to inform you that our Owners, Tommy and Jim Duff, entered into an agreement to purchase all of the stock of FFE and it has been accepted by FFE’s Board of Directors. We expect the completion of this process to take 30-60 days. We are very excited about what this acquisition means for us and will make us a much stronger company in the Temperature Control Marketplace. We will update you as we have further information. Thank you for all you do every day to make KLLM the best Temperature Control Carrier in North America.