-----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, TAeEipBzicN4pMXDY4sSQE7q8FxOUOh9cd/7Ev9aw9r2yhyzg81ZeZudUjMQ9nbE VOf7Gvs/QVKPTL8NSmYTew== /in/edgar/work/20000526/0000906280-00-000147/0000906280-00-000147.txt : 20000919 0000906280-00-000147.hdr.sgml : 20000919 ACCESSION NUMBER: 0000906280-00-000147 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000526 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KLLM TRANSPORT SERVICES INC CENTRAL INDEX KEY: 0000793765 STANDARD INDUSTRIAL CLASSIFICATION: [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: 644857 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. 5)* 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 26, 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. 5 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, April 20, 2000, May 1, 2000 and May 23, 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 filed for the purpose of reporting the Reporting Person's proposal to acquire the Issuer. The third amendment was filed for the purpose of reporting the Reporting Person's 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 fourth amendment was filed for the purpose of reporting that the Reporting Person had withdrawn his bid to acquire the issuer. The Reporting Person is filing this amendment No. 5 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 that the Reporting Person and Bernard Ebbers, through an acquisition company formed by them, named High Road Acquisition Corp., have entered into an agreement to acquire the Issuer for $8.05 per share in cash. 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 indicated 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 26, 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: May 26, 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 IMMEDIATELY -- May 26, 2000 Jack Liles: (601) 933-1240 JACK LILES AND BERNARD EBBERS ANNOUNCE DEFINITIVE AGREEMENT TO ACQUIRE KLLM TRANSPORT SERVICES, INC. JACKSON, MS -- May 26, 2000 -- Jack Liles, Chairman, President and Chief Executive Officer of KLLM Transport Services, Inc. (Nasdaq National Market- KLLM) and Bernard Ebbers announced today that an acquisition company formed by them, named High Road Acquisition Corp., has entered into an agreement to acquire KLLM for $8.05 per share in cash. Under the agreement, a wholly-owned subsidiary of High Road will commence, within five business days, an all-cash tender offer for all of KLLM's outstanding common stock at a price of $8.05 per share. Following successful completion of the tender offer, High Road will acquire for the same cash price any shares that are not tendered, by means of a merger of KLLM with a wholly-owned subsidiary of High Road. KLLM's Board of Directors has approved the transaction and has recommended that KLLM's stockholders tender their shares into the tender offer. The tender offer is conditioned upon, among other things, there being tendered and not withdrawn prior to the expiration date of the offer at least a majority of the shares of KLLM common stock outstanding on a fully diluted basis. The offer will initially expire 20 business days after it is commenced, but may be extended under certain circumstances. Although Messrs. Liles and Ebbers withdrew their bid last week, they resubmitted a bid yesterday, which was accepted and approved by KLLM's Board. 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. The tender offer will be made only by an offer to purchase and other offering documents, copies of which will be filed with the Securities and Exchange Commission and mailed to KLLM stockholders. Stockholders are advised to read the tender offer statement when it is available because it will contain important information. Stockholders may obtain a copy of the tender offer statement and other documents filed with the SEC for free at the SEC's web site at http://www.sec.gov. When available, the tender offer statement may be obtained for free from High Road. # # # -----END PRIVACY-ENHANCED MESSAGE-----