UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year Commission file number 0-14759
ended December 29, 1995
KLLM TRANSPORT SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 64-0412551
State or other jurisdiction of IRS Employer Identification No.)
incorporation or organization)
3475 Lakeland Drive
Jackson, Mississippi 39208
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(601) 939-2545
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 Value
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No ____
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
Aggregate market value of voting stock held by nonaffiliates of the
registrant as of the close of business on February 21, 1996: $34,979,070.
The number of shares outstanding of registrant's common stock as of
February 21, 1996: 4,358,653.<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference:
Document Part
Annual Report to Shareholders for year ended
December 29, 1995 II
Definitive Proxy Statement for Annual Meeting of
Shareholders to be held April 16, 1996 filed
with the Securities and Exchange Commission
pursuant to Regulation 14A III
Only the portions of KLLM Transport Services, Inc.'s 1995 Annual Report
to Shareholders and Proxy Statement which are expressly incorporated by
reference in this Annual Report on Form 10-K are deemed filed as part of
this report.
<PAGE>
KLLM TRANSPORT SERVICES, INC.
FORM 10-K
TABLE OF CONTENTS
PART I PAGE
1. Business............................................4
2. Properties..........................................6
3. Legal Proceedings...................................7
4. Submission of Matters to a Vote of
Security Holders....................................7
PART II
5. Market for Registrant's Common
Equity and Related Stockholder Matters..............8
6. Selected Financial Data.............................8
7. Management's Discussion and Analysis of
Financial Condition and Results of Operations.......8
8. Financial Statements and Supplementary Data.........8
9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure..............8
PART III
10. Directors and Executive Officers
of the Registrant...................................8
11. Executive Compensation..............................9
12. Security Ownership of Certain Beneficial
Owners and Management...............................9
13. Certain Relationships and Related Transactions......9
PART IV
14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K.........................................10
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EXHIBIT INDEX
<S> <C> <C>
Exhibit Number Description Page
3(a) Bylaws of Registrant
3(b) Certificate of Incorporation
(as amended)
10(a) Amended and Restated Stock
Option Plan
10(c) KLLM, Inc. Retirement Plan and
Trust (as amended)
10(g) 1986 Lease with Mr. Lee and
Mr. Liles Covering Corporate
Headquarters
10(m) Employee Stock Purchase
Plan (as amended)
10(r) Options granted to Mr. Young
and Dr. Neely
10(z) First Amendment to Options granted
to Mr. Young and Dr. Neely
10(aa KLLM, Inc. Cafeteria Plan
10(bb KLLM Maintenance, Inc. Retirement
Plan and Trust Agreement
10(cc Option to purchase real property
on which terminal facility
is located from Messrs. Liles
and Lee
10(dd) Stock Purchase Agreement by and
between KLLM, Inc. and Fresh
International Corp.
10(ee) Revolving Credit Agreement by and
among KLLM, Inc., NationsBank
of Georgia, National Association,
The First National Bank of Chicago,
Deposit Guaranty National Bank,
and ABN Amro Bank, N. V.
10(ff) Employment Agreement between
KLLM Transport Services, Inc.
and Steven K. Bevilaqua
10(gg) Options granted to Steven K. Bevilaqua
10(hh) Asset Purchase Agreement by and among
Vernon Sawyer, Inc. and Vernon and
Nancy Sawyer as Sellers and KLLM,
Inc. as Purchaser (schedules furnished
upon request)
13 1995 Annual Report (Only portions
incorporated by reference are
deemed filed)
21 List of Subsidiaries of the Registrant
23 Consent of Ernst & Young LLP
27 Financial Data Schedule
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this annual report to
be signed on its behalf by the undersigned thereunto duly authorized.
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KLLM TRANSPORT SERVICES, INC.
<S> <C>
Date: March 28, 1996 By: /s/ Steven K. Bevilaqua
Steven K. Bevilaqua
President, Chief Executive Officer and
Director
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Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<S> <C>
Date: March 28, 1996 /s/ Benjamin C. Lee, Jr.
Benjamin C. Lee, Jr.
Chairman of the Board of Directors
Date: March 28, 1996 /s/ Steven K. Bevilaqua
Steven K. Bevilaqua
President, Chief Executive Officer and
Director
Date: March 28, 1996 /s/ James Leon Young
James Leon Young
Secretary and Director
Date: March 28, 1996 /s/ Walter P. Neely
Walter P. Neely
Director
Date: March 28, 1996 /s/ Leland R. Speed
Leland R. Speed
Director
Date:
C. Tom Clowe, Jr.
Director
Date: March 28, 1996 /s/ J. Kirby Lane
J. Kirby Lane
Executive Vice President and
Chief Financial Officer
Date: March 28, 1996 /s/ Cindy F. Bailey
Cindy F. Bailey
Corporate Controller
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<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Board of Directors, administrators of the KLLM Transport Services, Inc.
Employee Stock Purchase Plan, have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
KLLM TRANSPORT SERVICES, INC. EMPLOYEE
STOCK PURCHASE PLAN
<TABLE>
<S> <C>
Date: March 28, 1996 By: /s/ Steven K. Bevilaqua
Steven K. Bevilaqua
President, Chief Executive Officer and
Director
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
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<FISCAL-YEAR-END> DEC-29-1995
<PERIOD-END> DEC-29-1995
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