<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
KLLM TRANSPORT SERVICES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
KLLM TRANSPORT SERVICES, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
KLLM TRANSPORT SERVICES, INC.
3475 LAKELAND DRIVE
JACKSON, MISSISSIPPI 39208
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD APRIL 18, 1995
TO THE SHAREHOLDERS:
Notice is hereby given that the Annual Meeting of Shareholders of KLLM
Transport Services, Inc., will be held at the Company's headquarters, 3475
Lakeland Drive, Jackson, Mississippi, on Tuesday, April 18, 1995, at 10:00
a.m., Jackson time, for the purpose of considering and acting upon the
following matters:
1. Election of four directors to serve until the next annual
meeting of shareholders and until their successors are elected
and qualified.
2. Ratification of the appointment of Ernst & Young LLP as
independent auditors for the fiscal year ending December 29,
1995.
3. Transaction of such other business as may properly come before
the meeting or any adjournments thereof.
The directors have fixed the close of business on February 22, 1995,
as the record date for the determination of shareholders entitled to receive
notice of and vote at the Annual Meeting.
The directors sincerely desire your presence at the meeting. However,
so that we may be sure your vote will be included, please sign and return the
enclosed proxy promptly. A self-addressed, postage-paid return envelope is
enclosed for your convenience.
By order of the Board of Directors.
/s/ JAMES LEON YOUNG
JAMES LEON YOUNG, Secretary
Date: March 17, 1995
SHAREHOLDERS ARE URGED TO VOTE BY DATING, SIGNING AND RETURNING THE ENCLOSED
PROXY IN THE ENCLOSED ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN
THE UNITED STATES.
<PAGE> 3
KLLM TRANSPORT SERVICES, INC.
3475 LAKELAND DRIVE
JACKSON, MISSISSIPPI 39208
PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD APRIL 18, 1995
The following information is furnished in connection with the Annual
Meeting of Shareholders of KLLM Transport Services, Inc. ("the Company") to be
held on Tuesday, April 18, 1995, at 10:00 a.m., Jackson time, at the Company's
headquarters, 3475 Lakeland Drive, Jackson, Mississippi. A copy of the
Company's annual report to shareholders for the fiscal year ended December 30,
1994, accompanies this proxy statement. The annual report is not to be
considered part of the proxy solicitation materials. Additional copies of the
annual report, notice, proxy statement, and form of proxy may be obtained from
the Company's Secretary, P. O. Box 6098, Jackson, Mississippi 39288.
The enclosed proxy is solicited by the Board of Directors of the
Company. The proxy may be revoked by a shareholder at any time before it is
voted by filing with the Company's Secretary a written revocation or a duly
executed proxy bearing a later date. The proxy may also be revoked by a
shareholder attending the meeting, withdrawing the proxy, and voting in person.
All expenses incurred in connection with the solicitation of proxies
will be paid by the Company. In addition to the solicitation of proxies by
mail, directors, officers, and regular employees of the Company may solicit
proxies in person or by telephone. The Company will, upon request, reimburse
banks, brokerage houses and other institutions, nominees, and fiduciaries for
their expenses in forwarding proxy material to their principals.
The approximate date of mailing this proxy statement and the enclosed
form of proxy is March 17, 1995. Shareholders of record at the close of
business on February 22, 1995, are eligible to vote at the Annual Meeting. As
of the record date, 4,509,251 shares of the Company's common stock were
outstanding. Each is entitled to one vote on each issue to be considered at
the Annual Meeting.
Other than the election of directors, which requires a plurality of
the votes cast, each matter to be submitted to the shareholders requires the
affirmative vote of a majority of the votes cast at the meeting. For purposes
of determining the number of votes cast with respect to a particular matter,
only those cast "For" or "Against" are included. Abstentions and broker non-
votes are counted only for purposes of determining whether a quorum is present
at the meeting.
ELECTION OF DIRECTORS
The Company's bylaws provide that the number of directors shall be
fixed by resolution of the Board of Directors and that the number may not be
less than three nor more than twelve. Pursuant to the bylaws, the Board of
Directors has fixed the number of directors at four. Unless otherwise
specified, proxies will be voted FOR the election of the four nominees named
below to serve until the next annual meeting of shareholders and until their
successors are elected and qualified. If, at the time of the meeting, any of
the nominees named below is not available to serve as director (which is not
anticipated), the proxies will be voted for the election of such other person
or persons as the Board of Directors may designate. The directors recommend a
vote FOR the four nominees listed below. Nominees William J. Liles, Jr.,
Benjamin C. Lee, Jr., James Leon Young, and Walter P. Neely are now directors
of the Company.
NOMINEES FOR DIRECTOR
The table below sets forth certain information regarding the nominees
for election to the Board of Directors:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE FOR THE
NAME AND POSITION AGE PAST FIVE YEARS AND TENURE WITH THE COMPANY
- ----------------- --- ---------------------------------------------------
<S> <C> <C>
William J. Liles, Jr. 70 Chairman of the Board of Directors since 1986;
Chairman of the Board of Chief Executive Officer from 1986 to 1992;
Directors President from 1964 to 1986.
Benjamin C. Lee, Jr. 67 Acting Chief Executive Officer since
Director, Vice Chairman November, 1994; Vice Chairman of the Board of
of the Board of Directors and Directors since 1986; Executive Vice President
Acting Chief Executive Officer from 1982 to 1986; Secretary from January, 1964
to May, 1968 and from July, 1969 to January, 1982;
Treasurer from July, 1969 to January, 1982.
</TABLE>
1
<PAGE> 4
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE FOR THE
NAME AND POSITION AGE PAST FIVE YEARS AND TENURE WITH THE COMPANY
- ----------------- --- ---------------------------------------------------
<S> <C> <C>
James Leon Young 64 Attorney, Young, Scanlon and Sessums, P.A.,
Secretary and Director Jackson, Mississippi; Director since 1965; Secretary since 1982.
Walter P. Neely 49 Professor, Else School of Management, Millsaps
Director College, Jackson, Mississippi; Private consultant; Trustee,
Performance Funds Trust, New York, New York, since June, 1992;
Director since 1986.
</TABLE>
STOCK OWNERSHIP
The following table indicates the beneficial ownership as of February
22, 1995, unless otherwise indicated below, of the Company's common stock by
each nominee and director, the CEO and the five most highly compensated
executive officers other than the CEO, by each person known by the Company to
be the beneficial owner of more than 5% of the Company's outstanding shares,
and by all directors and officers of the Company as a group.
<TABLE>
<CAPTION>
NAME OF BENEFICIAL AMOUNT AND NATURE OF BENEFICIAL
OWNER OWNERSHIP PERCENT OF CLASS
- ------------------ ------------------------------- ----------------
<S> <C> <C>
William J. Liles, Jr. 690,246 (1)(2) 15.31%
Benjamin C. Lee, Jr. 627,333 (2)(3) 13.91%
Joseph H. Cherry -0- (4) -0-
James Leon Young 9,333 (5) Less than 1%
Walter P. Neely 3,199 (6) Less than 1%
Joseph M. Stianche 41,284 (7) Less than 1%
J. Kirby Lane 24,212 (8) Less than 1%
Kenneth O. Anders 44,070 (9) Less than 1%
Gilder, Gagnon, Howe & Co. 498,044 (10) 11.04%
Dimensional Fund Advisors, Inc. 312,765 (11) 6.94%
Brinson Partners, Inc. 246,273 (12) 5.46%
Brinson Trust Company 188,624 (12) 4.18%
Neuberger & Berman 240,600 (13) 5.34%
Officers & Directors
as a Group (11 persons) 1,494,012 (14) 33.13%
</TABLE>
(1) The address of Mr. Liles is P. O. Box 6098, Jackson, Mississippi 39288.
All shares are held directly.
(2) Because of their positions with the Company and their stock ownership,
Messrs. Liles and Lee may be deemed to control the Company.
(3) The address of Mr. Lee is P. O. Box 6098, Jackson, Mississippi 39288.
(4) Mr. Cherry resigned from his position as President and CEO effective
November 17, 1994, and has divested himself of all beneficial ownership of
stock in the Company.
(5) 6,667 shares are unissued but are subject to an option that is exercisable
at any time prior to October 1, 1997. 2,666 shares are held as trustee for the
Mary Edith Gorday Young Trust.
(6) 1,199 shares are jointly owned with Dr. Neely's wife. 2,000 shares are
unissued but are subject to an option that is exercisable at any time prior to
October 1, 1997.
2
<PAGE> 5
(7) 1,345 shares are owned by Mr. Stianche's son. 6,667 shares are unissued
but are subject to an option that is exercisable at any time prior to April 18,
1996. 5,333 shares are unissued but are subject to an option that is
exercisable at any time prior to April 23, 1996. 4,000 shares are unissued but
are subject to an option that is exercisable at any time prior to February 9,
1999. 12,500 shares are unissued but are subject to an option that is
exercisable at any time prior to December 4, 2002.
(8) 666 shares are owned jointly with Mr. Lane's wife. 6,667 shares are
unissued but are subject to an option that is exercisable at any time prior to
April 18, 1996. 4,000 shares are unissued but are subject to an option that is
exercisable at any time prior to February 9, 1999. 12,500 shares are unissued
but are subject to an option that is exercisable at any time prior to December
4, 2002.
(9) 13,333 shares are unissued but are subject to an option that is
exercisable at any time prior to April 18, 1996. 8,000 shares are unissued but
are subject to an option that is exercisable at any time prior to April 23,
1996. 4,000 shares are unissued but are subject to an option that is
exercisable at any time prior to February 9, 1999.
(10) 1775 Broadway, New York, New York 10019. Ownership is as of December 31,
1994. Beneficial ownership of 498,044 shares is acknowledged. Beneficial
ownership of shares held in customer accounts (324,746 shares), in accounts
owned by partners and their families (169,423 shares), and in the account of
its firm profit sharing plan which is controlled by certain of its partners
(3,875 shares) is disclaimed. Shared voting power and dispositive power is
claimed as to 173,298 shares, and sole dispositive power is claimed as to
324,746 shares.
(11) 1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401. Ownership
is as of December 31, 1994. Beneficial ownership of all shares is disclaimed.
Sole voting power is claimed as to 205,899 shares and sole dispositive power is
claimed as to all shares.
(12) 209 South LaSalle, Chicago, Illinois 60604-1295. Ownership is as of
December 31, 1994. Sole voting and sole dispositive power are claimed as to
all shares. Brinson Partners, Inc. is a wholly-owned subsidiary of Brinson
Holdings, Inc., 209 South Lasalle, Chicago, Illinois 60604-1295. Brinson Trust
Company is a wholly owned subsidiary of Brinson Partners, Inc.
(13) 605 Third Avenue, New York, New York 10158-3698. Ownership is as of
December 31, 1994. Sole voting power is claimed as to 215,500 shares, shared
voting power is claimed as to 13,000 shares and shared dispositive power is
claimed as to 240,600 shares.
(14) 123,671 shares are unissued but are subject to options exercisable at
various times.
MANAGEMENT
The executive officers of the Company are as follows:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
NAME, POSITION AND TENURE WITH THE COMPANY AGE FOR THE PAST FIVE YEARS
- ------------------------------------------ --- -------------------------------------------------------
<S> <C> <C>
William J. Liles, Jr. 70 See table under Election of Directors.
Chairman of the Board of Directors
Benjamin C. Lee, Jr. 67 See table under Election of Directors.
Vice Chairman of the Board of Directors
and Acting Chief Executive Officer
James Leon Young 64 See table under Election of Directors.
Secretary and Director
J. Kirby Lane 48 Employee of the Company since 1986;
Executive Vice President, Executive Vice President and Chief Financial
Treasurer and Chief Financial Officer Officer since January, 1993; Treasurer since 1986; Vice President -
Finance from 1986 to 1992.
Joseph M. Stianche 43 Employee of the Company since 1979; President
President Transport Group since 1994;
Transport Group Executive Vice President and Chief Operating
Officer from 1993 to 1994; Vice President-
Maintenance from 1983 to 1992.
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
NAME, POSITION AND TENURE WITH THE COMPANY AGE FOR THE PAST FIVE YEARS
- ------------------------------------------ --- -----------------------
<S> <C> <C>
William S. Sullivan 49 Employee of the Company since 1979; President-
President Express Systems since February, 1994;
Express Systems Vice President-Safety and Personnel from 1983 to 1994.
W. J. Liles, III 44 Employee of the Company since 1974; President-
President Rail Services since February, 1994;
Rail Services Vice President-Sales and Marketing-West from
1990 to 1994; Vice President-Marketing October,
1986 to 1990; Marketing Director, 1983 to
October, 1986.
Kenneth O. Anders 64 Employee of the Company since 1968; President
President of International Operations since 1984;
International Operations Executive Vice President since 1986; Senior
Vice President from 1985 to 1986; Vice
President-Operations from 1972 to 1985.
James P. Sorrels 40 Employee of the Company since 1978; President-
President Contract Logistics since January, 1995; Vice
Contract Logistics President-Customer Service from February, 1994
to January, 1995; Director of Operations from
April, 1992 to February, 1994; Director of
Western Operations from January, 1989 to April,
1992.
James T. Merritt 54 Employee of the Company since 1986; Senior
Senior Vice President Vice President-Sales and Marketing since
Sales and Marketing February, 1994; Vice President-Sales and
Marketing-East from 1990-1994; Vice President-
Sales-October, 1986 to 1990.
</TABLE>
W. J. Liles, III is the son of William J. Liles, Jr. There are no
other family relationships between any of the directors or executive officers
of the Company.
CERTAIN TRANSACTIONS
In the following three paragraphs, the "Company" includes the
Company's subsidiaries.
On January 1, 1978, the Company entered into a ground lease with
Messrs. Liles and Lee, principal shareholders and Chairman and Vice Chairman
and Acting Chief Executive Officer, respectively, of the Company, for part of
the real property on which the Company's Richland, Mississippi, terminal (then
the corporate headquarters) is located. In 1986, this lease was renegotiated
to include contiguous property acquired by Mr. Lee and Mr. Liles, with the
lease term commencing January 31, 1986, and expiring January 31, 2006 ("the
1986 Lease"). The monthly rental payments for the term of the 1986 Lease are
$3,000. In the opinion of the disinterested members of the Board of Directors,
the rental payments under the lease were on terms no less favorable to the
Company than those available from unrelated third parties. During the year
ended December 30, 1994, total lease payments were $36,000.
On December 31, 1991, Messrs. Liles and Lee granted the Company an
option to purchase the land covered by the 1986 Lease for $390,257 when that
lease expires in 2006. In the opinion of the disinterested members of the
Board of Directors, the option to purchase the land covered by the 1986 Lease
was on terms no less favorable to the Company that those available from
unrelated third parties.
James Leon Young, who is a director of the Company, is a shareholder
and officer in the Jackson, Mississippi, law firm of Young, Scanlon and
Sessums, P.A., general counsel to the Company. During the year ended December
30, 1994, the Company paid Young, Scanlon and Sessums, P.A., fees in payment of
services rendered in connection with litigation, corporate and other matters.
No retainer fees were paid. The total of all such fees did not exceed five
percent of that firm's gross revenues for its last full fiscal year.
4
<PAGE> 7
COMMITTEES AND MEETING DATA
The standing Audit Committee of the Board of Directors consists of Dr.
Neely (Chairman) and Mr. Young. The Audit Committee recommends auditors for
the Company, oversees the Company's accounting functions and is the Board's
liaison with the Company's independent auditors. The Audit Committee met twice
in the year ended December 30, 1994, and meets at least once annually to review
the reports of the Company's independent auditors and to review the Company's
internal accounting procedures.
The Compensation Committee of the Board of Directors consists of
Messrs. Young (Chairman) and Liles and Dr. Neely. The Compensation Committee
reviews the compensation for the officers of the Company. The Compensation
Committee met once in the year ended December 30, 1994.
The Company does not have a nominating committee.
During the year ended December 30, 1994, the Board of Directors met on
five occasions. Each director attended 100% of the aggregate of the total
number of meetings of the Board of Directors and the total number of meetings
held by all committees of the Board on which he served.
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid by the Company
and its subsidiaries to the Company's Chief Executive Officer and to the
Company's five most highly compensated executive officers other than the Chief
Executive Officer who were serving as executive officers at the end of the year
ended December 30, 1994, for services rendered in all capacities to the Company
and its subsidiaries during the fiscal years ended December 30, 1994, January
2, 1994, and January 3, 1993.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG TERM COMPENSATION
- ------------------------------------------------------------------------------------------------------------------------------------
AWARDS
- ------------------------------------------------------------------------------------------------------------------------------------
OTHER RES- ALL
NAME AND ANNUAL TRICTED OTHER
PRINCIPAL COMPEN- STOCK LTIP COMPEN-
POSITION YEAR SALARY BONUS SATION AWARDS OPTIONS PAYOUTS SATION
($) ($) ($) ($) (#) ($) ($)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Joseph H. Cherry 1994 $183,333 ---- ---- $ 7,333 (2)
President and 1993 $187,500 ---- ---- $ 7,500
CEO (1) 1992 $150,000 $101,000 25,000 $ 6,000
- ------------------------------------------------------------------------------------------------------------------------------------
Benjamin C. Lee, Jr. 1994 $114,500 ---- $5,060 (3)
Vice Chairman of the Board 1993 $107,000 ---- $4,760
and Acting CEO 1992 $107,000 ---- $4,760
- ------------------------------------------------------------------------------------------------------------------------------------
Joseph M. Stianche 1994 $125,000 ---- ---- $5,000 (2)
President 1993 $125,000 ---- ---- $5,000
Transport Group 1992 $93,000 25,000 12,500 $3,720
- ------------------------------------------------------------------------------------------------------------------------------------
J. Kirby Lane 1994 $125,000 ---- ---- $5,000 (2)
Executive Vice President 1993 $125,000 ---- ---- $5,000
and CFO 1992 $90,000 $25,000 12,500 $3,600
- ------------------------------------------------------------------------------------------------------------------------------------
William J. Liles, Jr. 1994 $114,500 ---- $5,060 (4)
Chairman of the Board 1993 $107,000 ---- $4,760
1992 $107,000 ---- $4,760
- ------------------------------------------------------------------------------------------------------------------------------------
Kenneth O. Anders 1994 $110,000 ---- $4,880 (5)
President 1993 $110,000 ---- $4,880
International Operations 1992 $110,000 ---- $4,880
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Effective November 17, 1994, Mr. Cherry resigned from his position as
President and CEO.
(2) Comprised of matching contributions by the Company to the officer's 401(K)
Retirement Plan Account.
5
<PAGE> 8
(3) Comprised of $4,580 of matching contributions by the Company to Mr. Lee's
401(K) Retirement Plan Account and $480 in insurance premiums paid by the
Company with respect to term life insurance for Mr. Lee's benefit.
(4) Comprised of $4,580 of matching contributions by the Company to Mr. Liles'
401(K) Retirement Plan Account and $480 in insurance premiums paid by the
Company with respect to term life insurance for Mr. Liles' benefit.
(5) Comprised of $4,400 of matching contributions by the Company to Mr.
Anders' 401(K) Retirement Plan Account and $480 in insurance premiums paid by
the Company with respect to term life insurance for Mr. Anders' benefit.
The Company has no employment agreements with its executive officers.
DIRECTOR COMPENSATION
Directors who are also full-time employees of the Company receive no
additional compensation for their services as directors. In 1994, Dr. Neely
and Mr. Young received $12,500 a year for their services as directors, which
included their services at all quarterly and special Board meetings. The
Company's standard arrangement is to pay directors who are not also full-time
employees of the Company $750 for each committee meeting attended as members
and $1,000 for each committee meeting attended as chairmen. In 1994, Dr. Neely
and Mr. Young received $2,750.00 and $2,500.00, respectively, for their
services at committee meetings attended.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee recommended that 1994 salaries of the
executive officers, including the Chief Executive Officer, remain unchanged
from the previous year. Salaries are based on: (a) comparable salaries for
similar positions in the industry; and (b) the Company's 1994 bonus plan, which
specified that if the Company's pre-tax and pre-bonus return on 1993 year-end
equity exceeded 16.3%, the officers would be entitled to a bonus of from 10% to
113.6872% of their base salary, depending on the extent to which the return on
equity exceeded 16.3%. No executive bonuses were earned in 1994.
There was no objection nor modification by the Board of Directors of
the Committee's recommendations.
James Leon Young, Chairman
William J. Liles, Jr.
Walter P. Neely
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the entire fiscal year ended December 30, 1994, the
Compensation Committee of the Board of Directors consisted of Mr. Young
(Chairman), Dr. Neely, and Mr. Liles. Mr. Liles, a full-time employee of the
Company, currently serves as Chairman of the Board and served as Chief
Executive Officer during the period 1986 to 1993. Mr. Young is currently
serving as Secretary and has served in such capacity since 1982. Additionally,
Mr. Young is a shareholder and officer in the law firm of Young, Scanlon and
Sessums, P.A., which acts as general counsel to the Company. During the year
ended December 30, 1994, the Company paid Young, Scanlon & Sessums, P.A. fees
in payment of services rendered in connection with litigation, corporate and
other matters. No retainer fees were paid. The total of all such fees did not
exceed five percent of that firm's gross revenues for its last full fiscal
year.
STOCK OPTION PLAN
No individual grants were made to the persons listed in the Summary
Compensation Table above during the fiscal year ended December 30, 1994.
The following table sets forth (a) the number of shares received and
the aggregate dollar value realized in connection with each exercise of
outstanding stock options during the year ended December 30, 1994, by each of
the executive officers named in the Summary Compensation Table above; (b) the
total number and value of all outstanding unexercised options (separately
identifying exercisable and unexercisable options) held by such executive
officers as of December 30, 1994; and (c) the aggregate dollar value of all
such unexercised options that are in-the-money (i.e., when the fair market
value of the common stock that is subject to the option exceeds the exercise
price of the option):
6
<PAGE> 9
AGGREGATED OPTION/SAR EXERCISES
IN FISCAL YEAR ENDED DECEMBER 30, 1994
AND FISCAL YEAR-ENDED OPTION/SAR VALUES (1)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
NAME Shares Acquired Value at FY-End (#) at FY-End ($)
on Exercise Realized Exercisable/ Exercisable/
(#) ($) Unexercisable (2) Unexercisable
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Joseph H. Cherry (3) $0 13,333 $75,831
President and CEO 25,000 $0
- ------------------------------------------------------------------------------------------------------------------------------------
Benjamin C. Lee, Jr.
Vice Chairman of the $0 0 $0
Board and Acting CEO 0 $0
- ------------------------------------------------------------------------------------------------------------------------------------
Joseph M. Stianche
President 16,000 $100,999
Transport Group $0 12,500 $0
- ------------------------------------------------------------------------------------------------------------------------------------
J. Kirby Lane
Executive Vice President $0 10,667 $60,669
and CFO 12,500 $0
- ------------------------------------------------------------------------------------------------------------------------------------
William J. Liles, Jr.
Chairman of the Board $0 0 $0
0 $0
- ------------------------------------------------------------------------------------------------------------------------------------
Kenneth O. Anders
President $0 25,333 $159,081
International Operations 0 $0
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Not included in this table are options granted pursuant to the Company's
Employee Stock Purchase Plan which are made available to all employees on an
equal basis. For a detailed discussion of the extent of the executive
officers' participation in the plan, see the discussion under the heading
"Employee Stock Purchase Plan".
(2) The number listed represents the number of shares of the Company's common
stock subject to all of the options held by the named officer.
(3) Effective November 17, 1994, Mr. Cherry resigned from his position as
President and CEO.
EMPLOYEE STOCK PURCHASE PLAN ("ESPP")
During 1994, the following executive officers listed in the Summary
Compensation Table participated in the ESPP and purchased shares in the
following amounts: Mr. Anders - 300; Mr. Stianche - 300.
During 1994, 89 employees purchased 6,532 shares at $15.75 per share.
150 employees currently have outstanding subscriptions to purchase 13,031
shares at $15.00 per share. The following executive officers listed in the
Summary Compensation Table presently have outstanding subscriptions to purchase
shares under the ESPP: Mr. Anders -300; Mr. Lane -300; and Mr. Stianche -300.
PERFORMANCE GRAPH
The following line graph compares cumulative five-year shareholder
returns(1) among the Company's Common Stock, the University of Chicago's Center
for Research in Securities Prices ("CRSP") Total Return Index for The NASDAQ
Stock Market, and the CRSP NASDAQ Trucking & Transportation Stocks Index:
7
<PAGE> 10
CUMULATIVE RETURNS
[GRAPH]
<TABLE>
<CAPTION>
Total Return For The Year
-------------------------
Index 1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
NASDAQ COMPOSITE (US 100.0 84.9 136.3 158.6 180.9 176.9
ONLY)
NASDAQ TRUCKING & 100.0 77.7 112.9 138.2 167.8 152.2
TRANSPORTATION
KLLM TRANSPORT 100.0 85.7 119.0 257.1 181.0 186.5
SERVICES, INC.
</TABLE>
(1) Assumes $100 invested on December 31, 1989, and reinvestment of all
dividends.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent (10%) of a registered class of the Company's equity securities, to file
with the Securities and Exchange Commission initial reports of ownership and
reports of changes in ownership of common stock and other equity securities of
the Company. Such persons are also required to furnish the Company with copies
of all forms they file under this regulation. To the Company's knowledge,
based solely on a review of the copies of such reports furnished to the Company
and representations that no other reports were required, for the fiscal year
ended December 30, 1994, all Section 16(a) filing requirements applicable to
its directors and executive officers were complied with.
8
<PAGE> 11
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors, upon recommendation of the Audit Committee,
has appointed Ernst & Young LLP independent public accountants, to act as
auditors for the fiscal year ending December 29, 1995. Ernst & Young LLP have
audited the accounts of the Company since 1986. Representatives of Ernst &
Young LLP are expected to be present at the annual meeting and will have an
opportunity to make a statement if they desire to do so and will be available
to respond to appropriate questions. Neither Ernst & Young LLP nor any of its
partners has any direct or indirect financial interest in the Company.
SHAREHOLDER PROPOSALS
Shareholder proposals must be received by the Company no later than
November 1, 1995, to be included in the Company's proxy materials for the 1996
Annual Meeting. Shareholder proposals should be addressed to: KLLM Transport
Services, Inc., Post Office Box 6098, Jackson, Mississippi 39288, Attention
Secretary. No shareholder proposals were received for inclusion in the proxy
materials for the 1995 meeting.
OTHER MATTERS
The Board of Directors is not aware of any other matters which may
come before the meeting. However, if any other matters are properly brought
before the meeting, the proxies named in the enclosed proxy will vote in
accordance with their best judgment on such matters.
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<PAGE> 12
KLLM TRANSPORT SERVICES, INC.
THIS PROXY IS BEING SOLICITED BY THE COMPANY'S BOARD OF DIRECTORS.
The undersigned hereby appoints William J. Liles, Jr., and Benjamin C.
Lee, Jr., or either of them, as proxies with the power to appoint their
substitutes and hereby authorizes them to represent and vote, as designated
below, all the shares of Common Stock of KLLM Transport Services, Inc. ("the
Company"), held of record by the undersigned on February 22, 1995, at the
Annual Meeting of Stockholders of KLLM Transport Services, Inc., to be held on
Tuesday, April 18, 1995, and at any adjournments thereof, with all powers the
undersigned would possess if personally present.
1. Election of Directors. (Check only one box below. TO WITHHOLD
AUTHORITY FOR ANY INDIVIDUAL NOMINEE, STRIKE THROUGH THE NAME OF THE
NOMINEE.)
[ ] To vote for all the nominees listed below:
Benjamin C. Lee, Jr.; William J. Liles, Jr.; Walter P. Neely;
James Leon Young
or
[ ] To withhold authority to vote for all nominees listed above.
2. Ratification of the selection of Ernst & Young as the Company's
independent auditors (check only one box below).
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting and any
adjournments thereof. If a nominee for director is unable to serve
or, for good cause, will not serve as director, the proxies may vote
for any person for director in their discretion.
<PAGE> 13
When properly executed, this proxy will be voted in the manner
directed. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION
OF ALL NOMINEES LISTED AND FOR THE PROPOSALS SOLICITED. The undersigned hereby
revokes any proxy heretofore given by the undersigned to vote at the Annual
Meeting. This proxy may be revoked prior to its exercise, either in person or
in writing.
__________________________________________
Signature (Seal)
__________________________________________
Signature if held jointly (Seal)
____________________________________, 1995
(Date)
1. Sign your name exactly as it appears on
the label.
2. When signing as attorney, executor,
administrator, trustee, or guardian, please
state full title as such.
3. If a corporation, please sign in full
corporate name by president or other
authorized officer.
4. If a partnership, please sign in
partnership name by authorized person.
5. When shares are held jointly, both
stockholders must sign this proxy.
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
POSTAGE-PAID ENVELOPE.
