-----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, PL+W+9JsuL3wSYVfl0BMxptkDuDVeYcmzBsjQFKBWjCGvhu26cfAOPvjBuRhZNMi aDd7DHx9L4hIpQr0GpbrTA== 0000906280-00-000102.txt : 20000502 0000906280-00-000102.hdr.sgml : 20000502 ACCESSION NUMBER: 0000906280-00-000102 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000501 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: 615752 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. 3)* KLLM TRANSPORT SERVICES, INC. (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 482498102 (CUSIP NUMBER) Dionne M. Rousseau Jones, Walker, Waechter, Poitevent, Carre`re & Dene`gre, 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) MAY 1, 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
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
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. 3 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 amendments thereto dated March 30, 2000 and May 20, 2000. The first amendment was filed for the 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 second amendment was for the purpose of reporting the Reporting Person's proposal to acquire the Issuer. The Reporting Person is filing this amendment No. 3 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 press release issued by the Reporting Person. The press release announces the Reporting Person and Bernard J. Ebbers' intent to participate in the bidding process for the sale of the Issuer established by the Special Committee of the Issuer's Board of Directors. The letter sent by Sidney J. Nurkin, as counsel to the Special Committee of the Board of Directors of the Issuer, to the Reporting Person dated April 25, 2000, inviting the Reporting Person to participate in the bid process is attached hereto as Exhibit 99.2. 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 press release 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 - Press Release dated May 1, 2000. Exhibit 99.2 - Letter from Sidney J. Nurkin, as counsel to the Special Committee of the Board of Directors of the Issuer, to the Reporting Person dated April 25, 2000, inviting the Reporting Person to participate in the bid process. 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: May 1, 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 EXHIBIT 99.1- Press Release dated May 1, 2000 IMMEDIATELY -- May 1, 2000 Jack Liles: (601) 933-1240 JACK LILES AND BERNARD EBBERS TO PARTICIPATE IN BIDDING PROCESS CONDUCTED BY KLLM TRANSPORT SERVICES, INC. JACKSON, MS -- May 1, 2000 -- Jack Liles, Chairman, President and Chief Executive Officer of KLLM Transport Services, Inc. (Nasdaq National Market- KLLM) and Bernard Ebbers announced today that they will participate in the bidding process for the sale of KLLM established by the Special Committee of the Company's Board of Directors. Jack Liles stated "We look forward to participating in the bidding process in order to provide the stockholders of KLLM with the maximum value for their shares." 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. # # # EX-99.2 3 EXHIBIT 99.2 - Letter from Sidney J. Nurkin, as counsel to the Special Committee of the Board of Directors of the Issuer, to the Reporting Person dated April 25, 2000, inviting the Reporting Person to participate in the bid process. ALSTON & BIRD LLP One Atlantic Center 1201 West Peachtree Street Atlanta, Geoprgia 30309-3424 404-881-7000 Fax: 404-881-7777 www.alston.com SIDNEY J. NURKIN DIRECT DIAL: 404-881-7260 E-MAIL: SNURKIN@ALSTON.COM April 25, 2000 Mr. William J. Liles, III c/o Dionne M. Rousseau, Esq. Jones, Walker, Waechter, Poitevent Carre`re & Dene`gre, L.L.P. 201 St. Charles Avenue New Orleans, LA 70170 Bernard J. Ebbers c/o Charles P. Adams, Jr. Adams and Reese LLP 111 Capital Building, Suite 350 111 Capital Street Jackson, MS 39225 Dear Mr. Liles: As you know, the Board of Directors of KLLM Transport Services, Inc. (the "Company") has appointed a Special Committee (the "Committee") to consider and act with respect to a potential change of control transaction involving the Company. The Committee is comprised of Leland Speed, David Metzler, and Walter Neely. Mr. Speed is Chairman of the Committee. This law firm serves as counsel to the Committee. Morgan Keegan & Co. is the financial adviser to the Committee. I have been asked to send this letter to you on behalf of the Committee. You have advised the Committee of your interest in making an offer to acquire all of the outstanding capital stock of the Company, other than those shares owned by you or trusts controlled by your family, at a price of $8.25 per share. As you are aware, Mr. Robert Low has commenced a tender offer to acquire all of the outstanding capital stock of the Company at a price of $7.75 per share. Mr. Low has also filed materials with the Securities and Exchange Commission with respect to a consent solicitation seeking to remove all the present directors of the Company and to replace them with his nominees. The Committee is of the belief that the sale of the Company is inevitable. As such, the Committee is committed to obtaining the best price and terms available for the benefit of the stockholders of the Company. To that end, the Committee is willing to provide you such non- public information concerning the business and affairs of the Company as you reasonably request in writing, subject to your execution of an appropriate confidentiality agreement. We have previously furnished you with a copy of a form of confidentiality agreement for your consideration. Upon your execution of a confidentiality agreement reasonably satisfactory to the Committee, the Committee is prepared to furnish to you such non-public information concerning the Company as you reasonably request in writing with the expectation that such information will assist you in increasing your financial offer for the outstanding capital stock of the Company. Such information will be provided to you at the offices of attorneys for the Company in Jackson, Mississippi. The Committee has established certain guidelines which we ask you to follow in connection with the bidding process involving the potential sale of the Company. Specifically, we ask you to furnish to the Committee, to the attention of the undersigned, no later than the close of business on May 5, 2000 the written agreement for the acquisition of all of the outstanding capital stock of the Company that you are prepared to sign. Such agreement should contain your highest and best financial offer, expressed on a per-share basis, that you are willing to pay for all of the outstanding capital stock of the Company. You may structure the transaction as a tender offer with a follow-on merger or as a merger transaction. Notwithstanding any other terms or provisions in that agreement, that agreement must provide that, if it is accepted by the Committee, the Company shall nonetheless have the continued right to furnish information to and engage in discussions with other persons who have made or have expressed an interest in making an offer for the Company that the Committee believes, in consultation with its legal and financial advisers, is likely to result in a superior proposal. In addition, the Company must have the right to terminate the agreement, to withdraw any recommendation made with respect to the transactions provided for in the agreement, and to refrain from submitting the agreement to the stockholders of the Company for their vote (if any part of the transaction requires a stockholder vote), in each case without incurring any liability to you other than the payment of a reasonable break-up fee upon consummation of a transaction with any other person. Further, the agreement must contain covenants to the effect that, until such time as you have acquired all of the issued an outstanding capital stock of the Company, you will not cause the Company to incur any additional indebtedness, nor will you cause the assets of the Company to be pledged to secure any indebtedness incurred by you in connection with your acquisition of such shares. Contemporaneously with this letter to you, we are submitting a letter to Mr. Low requesting that he also furnish to the Committee, no later than the close of business on May 5, 2000, an agreement for the acquisition of all of the outstanding capital stock Company that he is prepared to sign. Mr. Low will be advised that his agreement must also contain the provisions described in the preceding paragraphs. The Committee intends to consider any offer that you may make and any offer that may be made by Mr. Low promptly following the close of business on May 5, 2000. The Committee reserves the right to take any action with respect to any offer that you may make or that may be made by Mr. Low or any other person that it believes, in the exercise of its fiduciary duties, is appropriate, including, without limitation, negotiating further with you or with Mr. Low for improved price and terms, entering into agreements with you or with Mr. Low pursuant to which the Board of Directors would, subject to its right to withdraw such recommendation, recommend the transaction provided for in that agreement to the stockholders of the Company, to reject and make no recommendation with regard to any offer that you may make or that may be made by Mr. Low, or to consider and act with respect to any offer providing for the acquisition of the Company made by any other person if the Committee believes that offer to be a superior proposal. We ask that you advise the undersigned as promptly as possible if you will agree to participate in the bidding process on the terms set forth in this letter. If you should have any questions about the process that the committee desires to follow, please contact the undersigned promptly. Sincerely, /s/ Sidney J. Nurkin Sidney J. Nurkin SJN:aht Cc: Ms. Dionne M. Rousseau Mr. Charles Adams Mr. Leland Speed Mr. David Metzler Dr. Walter Neely Mr. John H. Grayson, Jr. -----END PRIVACY-ENHANCED MESSAGE-----