SC TO-T/A

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. 3)

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

Transaction Valuation*	Amount of Filing Fee*
$36,546,497	$4,985

*  Estimated solely for purposes of determining the amount of the filing fee. The transaction valuation was determined by multiplying (a) $2.10, the offer price per share by (b) the sum of: (i) 17,126,094, which is equal to the number of issued and outstanding shares of Frozen Food Express Industries, Inc. common stock (and unvested restricted stock) (18,175,818) minus the shares beneficially owned in the aggregate by the Filing Persons (1,050,124); and (ii) 277,000, the number of shares of Frozen Food Express Industries, Inc. common stock issuable by Frozen Food Express Industries, Inc. pursuant to the exercise of outstanding stock options under Frozen Food Express Industries, Inc.’s stock option plans.  The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for Fiscal Year 2013, issued August 31, 2012, by multiplying the transaction value by 0.0001364.

x  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.

Amount previously paid:	$4,985
Form or Registration No:	Schedule TO
Filing Party:	Duff Brothers Capital Corporation, Thomas Milton Duff Amended and Restated Trust Agreement, James Ernest Duff Amended and Restated Trust Agreement, Thomas Milton Duff, and James Ernest Duff
Date Filed:	July 22, 2013

o  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 Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO relating to Frozen Food Express Industries, Inc., a Texas corporation (“FFE”) (together with any subsequent amendments and supplements thereto, the “Schedule TO”) filed by Duff Brothers Capital Corporation., a Texas corporation (“Purchaser”).  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.  This Schedule TO relates to the offer by the Purchaser to purchase all of the shares of common stock not already owned by its control persons, $1.50 par value per share (the “Shares”), of FFE that are issued and outstanding, at a price of $2.10 per Share, net to the sellers in cash (the “Offer Price”), without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 22, 2013 (the “Disclosure Document”), and in the related letter of transmittal, copies of which are attached as Exhibits (a)(1)(i) and (a)(1)(ii) to the Schedule TO (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

All information contained in the Disclosure Document and the related letter of transmittal, including all schedules thereto, is hereby incorporated herein by reference in response to Items 1 through 9 and Item 11 in this Schedule TO.

This Amendment No. 3 is being filed to amend and supplement Item 12 as reflected below.

Item 12. Exhibits.

(a)(1)(viii)	Form of Notice To Participants of FFE’s 401(k) Savings Plan dated July 31, 2013
(a)(1)(ix)	Form of Instruction Form For Participants In The FFE 401(k) Savings Plan

1

SIGNATURE

After due 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.

Dated August 1, 2013

DUFF BROTHERS CAPITAL CORPORATION
BY:	/s/ Thomas Milton Duff
	THOMAS MILTON DUFF, CO-PRESIDENT
BY:	/s/ James Ernest Duff
	JAMES ERNEST DUFF, CO-PRESIDENT
THOMAS MILTON DUFF AMENDED AND RESTATED TRUST AGREEMENT
BY:	/s/ Thomas Milton Duff
	THOMAS MILTON DUFF, TRUSTEE
JAMES ERNEST DUFF AMENDED AND RESTATED TRUST AGREEMENT
BY:	/s/ James Ernest Duff
	JAMES ERNEST DUFF, TRUSTEE
/s/ Thomas Milton Duff
THOMAS MILTON DUFF
/s/ James Ernest Duff
JAMES ERNEST DUFF

2

EX-99.(A)(1)(VIII)

Exhibit (a)(1)(viii)

NOTICE TO PARTICIPANTS OF
FROZEN FOOD EXPRESS INDUSTRIES, INC. 401(K) SAVINGS PLAN

July 31, 2013

Dear Plan Participant:

Duff Brothers Capital Corporation (the “Purchaser”) is offering to purchase issued and outstanding shares of common stock, par value $1.50 per share (the “Shares”), of Frozen Foods Express Industries, Inc. (“FFE”), at a price of $2.10 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 22, 2013 (the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

You are receiving this notice because you are a participant in the Frozen Foods Express Industries, Inc. 401(k) Savings Plan (the “Plan”), and our records indicate that a number of Shares are allocated to your account under the Plan. Although only the trustee under the Plan (a “Plan Trustee”) can tender Shares held in the Plan, you have the right, pursuant to the terms of the Plan, to direct the Plan Trustee to tender all or a percentage of the Shares allocated to your account. You are being asked to provide instructions on how to respond to the Offer by completing the attached instruction form (the “Instruction Form”).  Please use the enclosed business reply envelope or send the Instruction Form to:

Frozen Food Express Industries, Inc.
1145 Empire Central Place
Dallas, Texas  75247-4305
Attention: Company Secretary

With this notice, we are enclosing a copy of the Offer to Purchase and the FFE Solicitation/Recommendation Statement on Schedule 14D-9, which recommends that shareholders accept the Offer and tender their Shares pursuant to the Offer. You are encouraged to read the Schedule 14D-9 in conjunction with the Offer to Purchase because it contains important information about the Offer, including the reasons underlying the recommendation of FFE with respect to the Offer.

For any Shares in the Plan that are tendered and purchased by the Purchaser, the Purchaser will pay cash to the Plan. Individual participants will not, however, receive any cash tender proceeds directly. All such proceeds will remain in the Plan and may be withdrawn only in accordance with the terms of the Plan.

Please note that in order to tender your shares according to your instructions, the Plan Trustee must receive those instructions no later than noon, New York City time, on August 14, 2013 (two days before the scheduled expiration date of August 16, 2013), unless the Offer is extended, in which case your instructions must be received no later than two (2) business days before the expiration date of the Offer as extended (the “Tender Deadline”). You must use the enclosed Instruction Form for Participants in the Frozen Food Express Industries, Inc. 401(k) Savings Plan for your tender election to be valid.

Your instructions will be deemed irrevocable unless withdrawn by the Tender Deadline. In order to make an effective withdrawal, you must submit a new Instruction Form to the Plan Trustee.

If your instructions are not received by the Tender Deadline, your Shares will not be tendered by the Plan Trustee.

If you have any questions about the Offer, you may contact Eagle Rock Proxy Advisors, the Information Agent listed in the Offer to Purchase, toll-free at (855) 706-2384.

Sincerely,

Principal Trust Company, as Trustee

Additional information regarding investment of Plan contributions on reverse side

Additional Information Regarding Investment of Plan Contributions

The projected expiration date for the Offer is midnight Eastern time, August 16, 2013 subject to various offer conditions.  Upon acceptance for payment of Shares tendered in the Offer, Plan participants invested in FFE Shares who tendered their Shares in the Offer will be credited with $2.10 per share in cash to be allocated per your current investment election or the Plan’s default investment, Principal Lifetime Separate Account, if no election has been made.  We expect this transaction to be reflected in the Plan within five business days after receiving the funds for the Offer.

As a result of this transaction, the FFEX Stock Fund was frozen effective July 22, 2013 through August 16, 2013, unless the Offer is extended. You will temporarily be unable to request transfers, distributions, loans, etc. within the FFEX Stock Fund.  Whether or not you are planning retirement in the near future, we encourage you to carefully consider how this blackout period may affect your retirement planning during this short time frame.

Employee deferrals directed to the FFEX Stock Fund continued to purchase FFE Shares through the payroll of July 26, 2013.  Any employee deferrals received by the Plan after July 30, 2013 that were previously directed to the FFEX Stock Fund have been directed to the Principal Lifetime Separate Account if another investment election is not made by you on the Retirement Service Center website.

Any transaction under the Plan that does not include FFE Shares will continue to be available.  After the closing of the Offer, FFE will be subject to a merger transaction in which any remaining shares will be automatically converted to $2.10 per Share in cash, subject to any withholding taxes.  No further action will be required by the participants in connection with the merger.  The Offer and the subsequent merger are not taxable events to you at the time of the transaction and for as long as the retirement funds remain in the Plan.  It will be taxable to you, like any other distribution from the Plan, at such time you make a withdrawal of the retirement funds.  This does not constitute tax advice and you should consult with a tax advisor.

EX-99.(A)(1)(IX)

Exhibit (a)(1)(ix)

INSTRUCTION FORM
FOR PARTICIPANTS IN THE FROZEN FOOD EXPRESS INDUSTRIES, INC. 401(K) SAVINGS PLAN

INSTRUCTIONS TO PRINCIPAL TRUST COMPANY (THE “TRUSTEE”), AS TRUSTEE OF THE FROZEN FOOD EXPRESS INDUSTRIES, INC. 401(K) SAVINGS PLAN (THE “PLAN”), IN RESPONSE TO THE OFFER DATED JULY 22, 2013 TO PURCHASE OUTSTANDING SHARES OF COMMON STOCK OF FROZEN FOOD EXPRESS INDUSTRIES, INC. (THE “SHARES”) AT $2.10 PER SHARE, NET TO THE SELLERS IN CASH, BY DUFF BROTHERS CAPITAL CORPORATION (THE “OFFER”)

If you wish to tender all or some of your Shares, please check the appropriate box below, and sign and return this Instruction Form in the envelope provided.

oYES, TENDER ALL of the Shares allocated to my account.

oYES, TENDER only the number of the Shares allocated to my account, as indicated below:

Number of Shares to be tendered (in whole numbers):

oNO, DO NOT TENDER any of the Shares allocated to my account.

If you do not wish to tender your shares, you do not need to return this form unless you are withdrawing an earlier instruction to tender.

As a participant in the Plan, I acknowledge receipt of the Offer to Purchase and the Solicitation/Recommendation Statement on Schedule 14D-9. I hereby direct the Trustee, to tender or not to tender the Shares allocated to my account under the Plan as indicated above.

I understand that if I sign, date and return this Instruction Form, the Trustee will treat this action as an instruction by me to tender all Shares allocated to my account.

Signature	Date
Printed name

Your instructions may be changed or revoked at any time up until the deadline outlined in the enclosed Notice to Participants of the Plan by delivering a new Instruction Form to the Trustee.