-----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, DS5vWvwrGuWP61jU7Lz6BqkNSSwWB3FpAxGr4AeR40SqigMrcLl97IIjNSFpGKV6 UeNaSk9wGQ1rpqeEBiIsLQ== /in/edgar/work/0000906280-00-000197/0000906280-00-000197.txt : 20000720 0000906280-00-000197.hdr.sgml : 20000720 ACCESSION NUMBER: 0000906280-00-000197 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000719 GROUP MEMBERS: BERNARD J. EBBERS GROUP MEMBERS: HIGH ROAD ACQUISITION CORP GROUP MEMBERS: HIGH ROAD ACQUISITION SUBSIDIARY CORP. GROUP MEMBERS: WILLIAM J. LILES, III 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 13E3/A SEC ACT: SEC FILE NUMBER: 005-38140 FILM NUMBER: 675413 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 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 TO-T/A SEC ACT: SEC FILE NUMBER: 005-38140 FILM NUMBER: 675414 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: HIGH ROAD ACQUISITION CORP CENTRAL INDEX KEY: 0001115697 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 135 RIVERVIEW DR CITY: RICHLAND STATE: MS ZIP: 39218 BUSINESS PHONE: 6019392545 MAIL ADDRESS: STREET 1: 135 RIVERVIEW DR CITY: RICHLAND STATE: MS ZIP: 39218 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGH ROAD ACQUISITION CORP CENTRAL INDEX KEY: 0001115697 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 135 RIVERVIEW DR CITY: RICHLAND STATE: MS ZIP: 39218 BUSINESS PHONE: 6019392545 MAIL ADDRESS: STREET 1: 135 RIVERVIEW DR CITY: RICHLAND STATE: MS ZIP: 39218 SC TO-T/A 1 0001.txt 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. 6) KLLM TRANSPORT SERVICES, INC. (Name of Subject Company (issuer)) HIGH ROAD ACQUISITION CORP. HIGH ROAD ACQUISITION SUBSIDIARY CORP. WILLIAM J. LILES, III BERNARD J. EBBERS (Names of Filing Persons (offerors)) COMMON STOCK, PAR VALUE $1.00 PER SHARE (Title of Class of Securities) 482498102 (CUSIP Number of Class of Securities) Dionne M. Rousseau Charles P. Adams, Jr. Jones, Walker, Waechter, Poitevent, Adams & Reese, L.L.P. Carre`re & Dene`gre, L.L.P. 111 E. Capitol Street 201 St. Charles Avenue, Floor 51 Suite 350 New Orleans, Louisiana 70170 Jackson, Mississippi 39201 (504) 582-8338 (601) 292-0720 (Name, address, and telephone numbers of persons authorized to receive notices and communications on behalf of filing persons) CALCULATION OF FILING FEE - --------------------------------------------------------------------------- Transaction valuation* Amount of filing fee - --------------------------------------------------------------------------- $27,485,558 $5,398 - --------------------------------------------------------------------------- *Estimated for purposes of calculating the amount of the filing fee only. The filing fee calculation assumes the purchase of all the outstanding shares of common stock, par value $1.00 per share, of KLLM Transport Services, Inc. (the "Common Stock"), a Delaware corporation (the "Company"), including the related preferred stock purchase rights (the "Rights" and, together with the Common Stock, the "Shares"), except for 689,123 Shares beneficially owned by William J. Liles, III, at a per Share price of $8.05 in cash, without interest. Based on the Company's representation, as of May 25, 2000, there were 4,103,478 Shares issued and outstanding. Based on the foregoing, the transaction value is equal to the product of 3,414,355 Shares and $8.05 per Share. The amount of the filing fee calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the value of the transaction. [ ] Check the box if any part of the fee is offset as provided by 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:___________________ Form or Registration No:___________________ Filing Party:_____________________________ Dated Filed:____________________________ [ ] 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. [ ] issuer tender offer subject to Rule 13e-4. [X] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if a final amendment reporting the results of the tender offer: [x] This Amendment No. 6, which is the final amendment to the Tender Offer Statement on Schedule TO filed initially with the Securities and Exchange Commission (the "SEC") on June 2, 2000, by High Road Acquisition Corp., a Delaware corporation ("Parent"), and High Road Acquisition Subsidiary Corp., a Delaware corporation and wholly-owned subsidiary of Parent ("Purchaser"), and amended thereafter on June 23, 2000, June 26, 2000, June 28, 2000, July 7, 2000 and July 12, 2000 by Parent, Purchaser, William J. Liles, III and Bernard J. Ebbers, relates to a tender offer by Purchaser to purchase all outstanding shares of common stock, par value $1.00 per share (the "Common Stock") of KLLM Transport Services, Inc., a Delaware corporation (the "Company"), and the associated preferred stock purchase rights of the Company (the "Rights" and, together with the Common Stock, the "Shares"), issued pursuant to the Stockholder Protection Rights Agreement, dated as of February 13, 1997, by and between the Company and Harris Trust and Savings Bank, as successor Rights Agent, at a price of $8.05 per Share and subject to the conditions set forth in the Offer to Purchase dated June 2, 2000, as amended, and the related Letter of Transmittal (which, together with any supplements or amendments, collectively constitute the "Offer"), copies of which were attached as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO. ITEMS 1, 4 and 11. Items 1, 4 and 11 are hereby amended and supplemented to add the following: On July 19, 2000, Parent announced that the Subsequent Offering Period for Purchaser's $8.05 per share cash tender offer for all of the outstanding shares of common stock of the Company expired at 5:00 p.m., New York City time, on Tuesday, July 18, 2000. Based on the preliminary information provided by the Depositary, approximately 3,297,869 shares of KLLM common stock were validly tendered. The tendered shares, together with the 689,123 shares acquired by High Road Acquisition Corp. from the Liles family, represent approximately 97% of the outstanding shares of KLLM common stock. Pursuant to the Merger Agreement, Parent intends to complete its acquisition of the Company by means of a merger of Purchaser with and into the Company. The Company will be the surviving corporation in the Merger, and Parent will be the sole stockholder of the Company. As a result of Purchaser obtaining more than 90% of the Shares, Parent is able to effect the Merger pursuant to Section 253 of the DGCL without prior notice to, or any action by, any other stockholder of the Company. Upon the closing of the Merger, stockholders of the Company who did not tender their Shares in the Offer, other than those who properly assert appraisal rights under Delaware law, will receive the same price paid during the Offer: $8.05 per share, net to the seller in cash, without interest. The Merger is expected to close in July of this year. ITEM 12. EXHIBITS (a)(1)(A) Press release issued by Parent dated July 19, 2000. SIGNATURE After due inquiry and to the best of their knowledge and belief, the undersigned hereby certify as of July 19, 2000 that the information set forth in this statement is true, complete and correct. William J. Liles, III and Bernard J. Ebbers hereby adopt as their own disclosures the disclosures made by Parent and Purchaser herein and in the Schedule TO filed June 2, 2000 and Amendments No. 1, No. 2, No. 3, No. 4 and No. 5 thereto. HIGH ROAD ACQUISITION SUBSIDIARY CORP. By: /S/ WILLIAM J. LILES, III ------------------------------ Name: William J. Liles, III Title: President HIGH ROAD ACQUISITION CORP. By: /S/ WILLIAM J. LILES, III ------------------------------ Name: William J. Liles, III Title: President /S/ WILLIAM J. LILES, III - --------------------------------- William J. Liles, III /S/ BERNARD J. EBBERS - --------------------------------- Bernard J. Ebbers EX-99.(A)(1)(A) 2 0002.txt EXHIBIT 99.(a)(1)(A) IMMEDIATELY -- July 19, 2000 Jack Liles: (601) 933-1240 HIGH ROAD COMPLETES CASH TENDER OFFER JACKSON, MS -- July 19, 2000 -- High Road Acquisition Corp. announced today that its subsidiary High Road Acquisition Subsidiary Corp. has completed its $8.05 per share cash tender offer for all of the outstanding shares of common stock of KLLM Transport Services, Inc. (Nasdaq National Market-KLLM). The subsequent offering period for the tender offer expired at 5:00 p.m., New York City time on Tuesday, July 18, 2000, at which time approximately 3,297,869 shares of KLLM common stock were validly tendered. Payment for the shares purchased during the subsequent offering period will be made promptly through Harris Trust Company of New York, the depositary for the tender offer. The tendered shares, together with the 689,123 shares acquired by High Road Acquisition Corp. from the Liles family, represent approximately 97% of the outstanding shares of KLLM common stock. High Road intends to complete its acquisition of KLLM by means of a merger of its subsidiary High Road Acquisition Subsidiary Corp. with and into KLLM. KLLM will be the surviving corporation in the merger, and High Road Acquisition Corp. will be the sole stockholder of KLLM. As a result of High Road obtaining more than 90% of the outstanding shares of KLLM common stock, High Road will effect the merger without prior notice to, or any action by, any other stockholder of KLLM. Upon the closing of the merger, stockholders who did not tender their shares in the offer, other than those who properly assert appraisal rights under Delaware law, will receive the same price paid during the tender offer: $8.05 per share, net to the seller in cash, without interest. The merger is expected to close before the end of the month. # # # -----END PRIVACY-ENHANCED MESSAGE-----