-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HShD9ckCZST3/IYj2WkZBgoxiVOuknp1IBKumKS+WF/7S1JGrGOx+/QL6ydWlgAy 4x633TyacicJLTa4Afedpg== 0000906280-00-000084.txt : 20000421 0000906280-00-000084.hdr.sgml : 20000421 ACCESSION NUMBER: 0000906280-00-000084 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000420 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KLLM TRANSPORT SERVICES INC CENTRAL INDEX KEY: 0000793765 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 640412551 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-38140 FILM NUMBER: 605594 BUSINESS ADDRESS: STREET 1: 135 RIVERVIEW DR CITY: RICHLAND STATE: MS ZIP: 39218 BUSINESS PHONE: 6019392545 MAIL ADDRESS: STREET 1: P.O.BOX 6098 CITY: JACKSON STATE: MS ZIP: 39288 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LILES WILLIAM J III CENTRAL INDEX KEY: 0001110668 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 6098 CITY: JACKSON STATE: MS ZIP: 39288 BUSINESS PHONE: 6019331240 MAIL ADDRESS: STREET 1: PO BOX 6098 CITY: JACKSON STATE: MS ZIP: 03988 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* KLLM TRANSPORT SERVICES, INC. (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 482498102 (CUSIP NUMBER) Dionne M. Rousseau Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P. 201 St. Charles Avenue, Floor 51 New Orleans, LA 70170 (504) 582-8000 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) APRIL 20, 2000 (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 section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d- 7(b) 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 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. 482498102 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) William J. Liles, III 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)...................................................... _____ (b)...................................................... _____ 3) SEC Use Only............................................. 4) Source of Funds (See Instructions)....................... OO 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e).................................... _____ 6) Citizenship or Place of Organization..................... USA Number of (7) Sole Voting Power.............................. 18,420 Shares Bene- ficially (8) Shared Voting Power............................ 681,224 Owned by Each Reporting (9) Sole Dispositive Power......................... 18,420 Person With (10) Shared Dispositive Power....................... 681,224 11) Aggregate Amount Beneficially Owned by Each Reporting Person......................................... 699,644 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)............... ______ 13) Percent of Class Represented by Amount in Row 11................................................ 17.0% 14) Type of Reporting Person (See Instructions).............. IN SCHEDULE D- AMENDMENT NO. 2 William J. Liles, III (the "Reporting Person") has previously reported his beneficial ownership of 699,644 shares of the common stock, $1.00 par value, of KLLM Transport Services, Inc., a Delaware corporation (the "Issuer"), 135 Riverview Drive, Richland, Mississippi 39218, in an initial Schedule 13D filing dated October 10, 1997, and an amendment thereto dated March 30, 2000. The first amendment was filed for the sole purpose of reporting the Reporting Person's communication to the Board of Directors of the Issuer that he had a strong interest in acquiring the Issuer and was in the process of developing a proposal that may have the effect of one or more of the actions or transactions described in paragraphs (a) through (j) of Item 4 of this Schedule. The Reporting Person is filing this amendment No. 2 to amend items 4, 6, and 7 of the Reporting Person's previously filed Schedule 13D, as heretofore amended. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended to read as follows: Attached hereto as Exhibit 99.1 is a copy of a letter from the Reporting Person to the Special Committee of the Board of Directors of the Issuer. The letter describes the Reporting Person's proposal to acquire the Issuer. The Reporting Person reserves the right to formulate plans or proposals regarding the Issuer or any of its securities and to carry out any of the actions or transactions described in paragraphs (a) through (j) of Item (4) of this Schedule, to the extent deemed advisable by the Reporting Person. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby amended to read as follows: Except as described herein, including but not limited to the letter attached hereto as Exhibit 99.1, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) between the Reporting Person and any person with respect to any securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended to read as follows: Exhibit 99.1 - Letter from William J. Liles, III and Bernard J. Ebbers to the Special Committee of the Board of Directors of KLLM Transport Services, Inc. dated April 19, 2000. Exhibit 99.2 - Press Release dated April 20, 2000. 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. Date: April 20, 2000 /S/ WILLIAM J. LILES, III ----------------------------- (Signature) William J. Liles, III Chairman, President and Chief Executive Officer of KLLM Transport Services, Inc. (Name and Title) EX-99.1 2 Special Committee of the Board of Directors of KLLM Transport Services, Inc. April 19, 2000 Page 1 EXHIBIT 99.1 - Letter to the Special Committee of the Board of Directors of KLLM Transport Services, Inc. William J. Liles, III Chairman, President and Chief Executive Officer KLLM Transport Services, Inc. 134 Riverview Drive Richland, MS 39218 April 19, 2000 Special Committee of the Board of Directors of KLLM Transport Services, Inc. c/o Sidney J. Nurkin, Esq Alston & Bird LLP One Atlantic Center 1201 West Peachtree Street Atlanta, GA 39309-3424 Dear Sirs: On behalf of a Delaware corporation to be formed by my family and Bernard J. Ebbers, we hereby submit a proposal to acquire KLLM Transport Services, Inc. (the "Company"). Consummation of the proposed acquisition would result in all of the shareholders of the Company (other than the persons and entities on Attachment A) receiving $8.25 in cash for each of the outstanding shares of common stock of the Company owned by them. 1. STRUCTURE AND FINANCING. We propose to effect the acquisition through a tender offer for all shares at a cash price of $8.25 per share, which would be supported by the Company's Board of Directors and the Special Committee thereof. The tender offer would be made by a subsidiary (the "Acquisition Subsidiary") of a Delaware corporation to be formed for this purpose (the "Acquisition Corporation"). Following the closing of the tender offer, the Acquisition Subsidiary would be merged with the Company, as a result of which the Company would become a wholly-owned subsidiary of the Acquisition Corporation. In the merger, any shareholders of the Company who had not previously tendered would receive the same $8.25 in cash for each of the outstanding shares of common stock of the Company owned by them. Subject to receipt of the prior approval of the Company's Board of Directors and the Special Committee thereof of the following steps, which shall be indicated by the Company's execution of this letter of intent, (i) the Acquisition Corporation and Acquisition Subsidiary would be formed, (ii) the persons and entities on Attachment A would agree to, and subsequently would, contribute their shares of the Company's outstanding common stock to the Acquisition Corporation immediately prior to the consummation of the tender offer, and (iii) Bernard J. Ebbers would agree to, and subsequently would, provide the funds required to purchase the remaining shares immediately prior to the consummation of the tender offer. 2. ACQUISITION AGREEMENT AND CONDITIONS. If this proposal is acceptable to you, Acquisition Corporation will proceed promptly with the Company to negotiate a binding, definitive agreement (the "Acquisition Agreement") providing for the acquisition. Execution of the Acquisition Agreement would be subject to the approval of the Acquisition Agreement by the Company's Board of Directors, by the Special Committee of the Company's Board of Directors and the receipt by the Company of a favorable fairness opinion from an independent investment banking firm. In addition, the Company would need to amend its Stockholder Protection Rights Agreement so that the rights do not become exercisable in connection with the transactions contemplated hereby and expire upon consummation of the tender offer. We would also need to be satisfied that Delaware Section 203 does not apply to the proposed acquisition. Consummation of the tender offer would be subject to (i) receipt by the Acquisition Corporation of valid tenders of shares which, together with shares owned by the persons and entities on Attachment A, represent a majority of the Company's then outstanding shares on a fully- diluted basis, (ii) the satisfaction of any applicable federal or state regulatory requirements, including the requirements of the Hart-Scott- Rodino Antitrust Improvements Act of 1976, and (iii) other customary conditions. The Acquisition Agreement would also contain representations, warranties, covenants and other conditions customary for transactions of this kind, and would provide for termination provisions and termination fees similar to those described in paragraph 4. The closing of the proposed tender offer would create a default under KLLM's existing revolving credit facility. Therefore, we have obtained for your consideration a commitment letter executed by Bank of America, N.A. to refinance the facility upon closing of the tender offer. Mr. Ebbers would fund the purchase price of KLLM's shares, subject to negotiation of a definitive refinancing agreement that is consistent with the terms of the commitment letter. The Company is required to execute the commitment letter and, upon execution, deliver a commitment fee of $150,000. 3. FUTURE COMPANY OPERATIONS. We expect that following the acquisition, the Company's organization will be kept intact and that the Company's headquarters will remain at its present location. 4. TERMINATION; TERMINATION FEES. (i) This letter of intent may only be terminated on or after June 19, 2000, by either party, if the Acquisition Agreement has not then been entered into, except that this letter may be terminated earlier under the conditions in paragraph 4(iii). (ii) If for any reason other than the circumstances referred to in paragraph 4(iii) the Acquisition Agreement is not entered into by June 19, 2000, the Company shall, in view of our efforts in presenting this proposal, reimburse me, Mr. Ebbers, and/or, at my direction, the Acquisition Corporation for our out-of-pocket expenses, including legal fees, incurred by us in connection with the transactions contemplated by this letter and the financing thereof, up to $250,000. (iii) Prior to the earlier of the execution of the Acquisition Agreement or the termination of this letter of intent, neither the Company's Board of Directors or any committee thereof shall (a) approve or enter into any letter of intent, agreement in principle, acquisition agreement or similar agreement relating to a Company Takeover Proposal (defined in paragraph 6), (b) enter into any agreement with respect to any Company Takeover Proposal, or (c) approve or recommend or propose to approve or recommend any Company Takeover Proposal, including any recommendation set forth in Schedule 14D-9 filed in response to the tender offer by Mr. Low. Notwithstanding the foregoing, the Company may terminate this letter of intent at any time if (x) it shall have received an unsolicited Superior Proposal (defined in paragraph 6), but only at a time that is more than 48 hours after I have received written notice from you advising me that the Company is prepared to accept such Superior Proposal, specifying the material terms thereof, and (y) prior to such termination, the Company shall pay me, Mr. Ebbers, and/or, at my direction the Acquisition Corporation, the amounts described in paragraph 4(ii) and an aggregate cash fee of $750,000. (iv) Without limiting the generality of the foregoing, if prior to the earlier of the execution of the Acquisition Agreement or June 19, 2000, any person or persons makes a Company Takeover Proposal (including a revised Company Takeover Proposal by Robert Low or any of his affiliates or associates) and, prior to June 19, 2001 the Company (A) enters into a definitive agreement with a person making such a Company Takeover Proposal or any affiliate or associate of such person to consummate such Company Takeover Proposal, or (B) consummates such Company Takeover Proposal, the Company shall pay me, Mr. Ebbers, and/or, at my direction the Acquisition Corporation, the amounts described in paragraph 4(ii) and an aggregate cash fee of $750,000. 5. NONSOLICITATION. (i) The Company shall not, nor shall it permit its directors, officers, employees, or representatives to, directly or indirectly, (a) solicit, initiate or encourage the submission of, any Company Takeover Proposal, or (b) participate in any discussions or negotiations regarding or furnish to any person any information with respect to or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Company Takeover Proposal; PROVIDED, HOWEVER, that if the Company receives a proposal or offer that was not solicited and did not otherwise result from a breach or deemed breach of this paragraph 5 and that the Company's Board of Directors believes in good faith could result in a third party making a Superior Proposal, and subject to compliance with paragraph 5(ii), the Company may (x) furnish information with respect to the Company to the person making such a proposal or offer pursuant to a customary confidentiality agreement and (y) participate in discussions or negotiations with such person regarding such proposal or offer. Any violation of the restrictions in this paragraph by any of the Company's directors, officers, employees or representatives shall be deemed to be a breach of this paragraph 5. (ii) The Company promptly shall advise me of any Company Takeover Proposal or inquiry with respect to or that could reasonably be expected to lead to any Company Takeover Proposal, the identity of the person making any such Company Takeover Proposal or inquiry and the material terms thereof. The Company shall keep me fully informed of the status of any such Company Takeover Proposal or inquiry and provide me promptly with copies of all written material provided to the Company from any third party in connection with any Company Takeover Proposal. 6. DEFINED TERMS. (i) COMPANY TAKEOVER PROPOSAL. A "Company Takeover Proposal" means any proposal or offer for a merger, consolidation, dissolution, liquidation, recapitalization or other business combination involving the Company or any Company subsidiary, any proposal or offer for the issuance by the Company or any Company subsidiary of a material amount of its equity securities or any proposal or offer to acquire in any manner, directly or indirectly, a material interest in any voting securities of, or a substantial portion of the assets of, the Company or any Company subsidiary, other than the transactions contemplated by this letter of intent with me, Mr. Ebbers, the Acquisition Corporation and associated or related persons. For this purpose, 15% or more of the Company's or any subsidiary's outstanding equity or voting securities shall be deemed material. (ii) SUPERIOR PROPOSAL. A "Superior Proposal" means any proposal made by a third party to acquire, directly or indirectly, including pursuant to a tender offer, exchange offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction, for consideration consisting of cash and/or securities, more than 50% of the combined voting power of the shares of the Company's capital stock then outstanding or all or substantially all of the Company's assets and otherwise on terms which the Company's Board of Directors determines in its good faith judgment (a) is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the proposal and the third party making such proposal, and (b) presents, in its entirety, more favorable terms, financial and otherwise, taken as a whole, to the Company and its shareholders, than the terms of the proposal made by this letter of intent. 7. NO PERSONAL LIABILITY; RIGHT TO ASSIGN THIS LETTER TO ACQUISITION CORPORATION AND ACQUISITION SUBSIDIARY. It is understood that the undersigned shall have no personal liability whatsoever with respect to this letter, and that this letter, if accepted by you, shall be assigned by the undersigned to the Acquisition Corporation and Acquisition Subsidiary when formed, which shall be the only obligors. 8. NONBINDING PROPOSAL, EXCEPT FOR PARAGRAPHS 4, 5, 6, 7 AND 8. It is understood that this letter represents our understanding with respect to the acquisition and that the parties intend to proceed promptly and in good faith, subject to the terms of this letter and the Acquisition Agreement, to consummate the Acquisition Agreement, but that a binding agreement with respect to the acquisition will result only from the execution of the Acquisition Agreement. Notwithstanding the preceding sentence, the provisions of paragraphs 4, 5, 6, 7 and 8 shall be binding on the parties hereto. ________________________ We reserve the right to withdraw the proposal in this letter at any time prior to its acceptance in the manner indicated below. The effectiveness of the understandings described herein between my family, Mr. Ebbers, the Acquisition Corporation and Acquisition Subsidiary to be formed, are subject to the prior approval of the Company's Board of Directors and the Special Committee thereof, which shall be indicated by the Company's execution of this letter of intent. If the foregoing is agreeable to you, please so confirm by signing and returning to me a duplicate of this letter. Very truly yours, /s/ William J. Liles, III William J. Liles, III /s/ Bernard J. Ebbers Bernard J. Ebbers Accepted and Agreed to This ___ day of April, 2000: KLLM TRANSPORT SERVICES, INC. By: ____________________________ Name: Title: Special Committee of the Board of Directors of KLLM Transport Services, Inc. April 19, 2000 Page 2 Attachment A to Letter of Intent April 19, 2000 KLLM Transport Services, Inc.
STOCKHOLDER NO. OF SHARES The William J. Liles, Jr. Marital Trust 626,163 The William J. Liles, Jr. Family Trust 54,237 Mrs. William J. Liles, III 824 Margaret Bradley Liles Irrevocable Trust for 1,795 Charles A. McIntyre, Jr. Margaret Bradley Liles Irrevocable Trust for 1,795 William J. Liles, IV William J. Liles III 4,309 ------- 689,123
N0499135.1 EX-99.2 3 IMMEDIATELY -- April 20, 2000 Jack Liles: (601) 933-1240 JACK LILES AND BERNARD EBBERS PRESENT PROPOSAL TO THE BOARD OF DIRECTORS OF KLLM TRANSPORT SERVICES, INC. TO ACQUIRE KLLM FOR $8.25 PER SHARE JACKSON, MS -- April 20, 2000 -- Jack Liles, Chairman, President and Chief Executive Officer of KLLM Transport Services, Inc. (NASDAQ/NMS-KLLM) and Bernard Ebbers have presented a proposal to the Board of Directors of KLLM Transport Services, Inc. to acquire all of the outstanding shares of KLLM at a price of $8.25 per share in cash. If the proposal is accepted by KLLM's Board, the parties would proceed to negotiate a definitive acquisition agreement which would provide for a Board-supported tender offer for all outstanding shares of KLLM common stock at a price of $8.25 per share in cash, followed by a merger in which any KLLM stockholders who had not tendered their shares would receive the same $8.25 per share in cash. Consummation of the tender offer would be conditioned on, among other things, there being validly tendered and not withdrawn a number of shares that, together with shares beneficially owned currently by Mr. Liles, would constitute a majority of KLLM's then outstanding shares on a fully-diluted basis. The acquisition agreement would also contain representations, warranties, covenants and other conditions customary for transactions of this kind. The closing of the proposed tender offer would create a default under KLLM's existing revolving credit facility. Therefore, Messrs. Liles and Ebbers have delivered for the consideration of KLLM's Board a commitment letter executed by Bank of America, N.A. to refinance KLLM's existing revolving credit facility upon closing of the proposed tender offer. Mr. Ebbers would fund the purchase price of KLLM's shares, subject to the negotiation of a definitive refinancing agreement with the financial institution that is consistent with the terms of the proposed commitment letter. KLLM Transport Services, Inc. is an irregular-route truckload carrier, specializing in providing high-quality transportation services in North America. Operations include over-the-road long- and regional-haul transportation services for both temperature-controlled and dry commodities. # # # -----END PRIVACY-ENHANCED MESSAGE-----