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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13E-3
(RULE 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 13e-3 THEREUNDER
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE
ACT OF 1934
KLLM Transport Services, Inc.
(Name of the Issuer)
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KLLM Transport Services, Inc.
(Name of Person(s) Filing Statement)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
482498102
(CUSIP Number of Class of Securities)
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Leland R. Speed
Chairman of the Special Committee of the Board of Directors
KLLM Transport Services, Inc.
135 Riverview Drive
Richland, Mississippi 39218
(601) 939-2545
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
With copies to:
Sidney J. Nurkin, Esq.
Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309
(404) 881-7000
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved the transaction, passed upon the merits
or fairness of the transaction, or passed upon the adequacy or accuracy of the
disclosure in this document. Any representation to the contrary is a criminal
offense.
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This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]
Calculation of Filing Fee
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Transaction
Valuation* Amount of Filing Fee
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$27,485,558 $5,498
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* 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. 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
the one percent of the value of the transaction.
[X] Check box if any part of the fee is offset as provided by Exchange Act 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: $5,498 Filing Party: High Road Acquisition Corp.
Form or Registration No.: Schedule TO Date Filed: June 2, 2000
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This Statement relates to the tender offer being made by High Road
Acquisition Subsidiary Corp., a Delaware corporation ("Purchaser"), which is a
wholly owned subsidiary of High Road Acquisition Corp., a Delaware corporation
("Parent"), to purchase all of the outstanding shares of Common Stock of KLLM
Transport Services, Inc., a Delaware corporation (the "Company") not owned by
Purchaser or its affiliates at a purchase price of $8.05 per share, net to the
seller in cash, without interest thereon, less applicable withholding taxes, if
any, (the "Offer Price") upon the terms and subject to the conditions set forth
in Purchaser's Offer to Purchase, dated June 2, 2000 (as amended or supplemented
from time to time, the "Offer to Purchase"), and in the related Letter of
Transmittal (which, together with the Offer to Purchase, constitutes the "High
Road Offer"). The High Road Offer is described in a Tender Offer Statement on
Schedule TO (as amended or supplemented from time to time, the "Schedule TO"),
filed by Parent and Purchaser with the Securities and Exchange Commission (the
"Commission") on June 2, 2000, as amended by Amendment No. 1 filed by the
Company with the Commission
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on June 22, 2000 (the "Schedule 14D-9"). The High Road Offer is being made in
accordance with the Plan of Agreement and Merger, dated as of May 25, 2000,
among Parent, Purchaser and the Company (the "Merger Agreement"), a copy of
which is attached hereto as Exhibit (e)(1). The Merger Agreement provides that,
subject to the satisfaction or waiver of certain conditions, following
completion of the Offer, and in accordance with the Delaware General Corporation
Law (the "DGCL"), Purchaser will be merged with and into the Company (the
"Merger"). Following the consummation of the Merger, the Company will continue
as the surviving corporation (the "Surviving Corporation") and will be a wholly
owned subsidiary of Parent. At the effective time of the Merger (the "Effective
Time"), each issued and outstanding Share (other than Shares owned by Parent,
Purchaser, any of their respective subsidiaries, the Company or its subsidiary,
which Shares will be cancelled, and Shares, if any, held by stockholders who did
not vote in favor of the Merger Agreement and who comply with all of the
relevant provisions of Section 262 of the DGCL relating to dissenters' rights of
appraisal) will be converted into the right to receive $8.05 in cash or any
greater amount per Share paid pursuant to the High Road Offer (the "Merger
Consideration"). A copy of the Merger Agreement is attached hereto as Exhibit
(e)(1) to the Schedule 14D-9 filed by the Company with the Commission on June 2,
2000, and is incorporated herein by reference.
Capitalized terms used but not defined herein have the meanings ascribed to
them in the Schedule 14D-9.
Item 1. Summary Term Sheet.
The information set forth under "Summary Term Sheet" in the Offer to
Purchase is incorporated herein by reference.
Item 2. Subject Company Information.
(a) Name and Address. The information set forth in Item 1(a)
"Subject Company Information -- Name and Address" in the Schedule 14D-9 is
incorporated herein by reference.
(b) Securities. The information set forth in Item 1(b) "Subject
Company Information -- Securities" in the Schedule 14D-9 is incorporated herein
by reference.
(c) Trading Market and Price. The information set forth in the first
two paragraphs of Section 5 "Price Range of Shares; Cash Dividends" in the
Offer to Purchase is incorporated herein by reference.
(d) Dividends. The information set forth in the third paragraph of
Section 5 "Price Range of Shares; Cash Dividends" in the Offer to Purchase is
incorporated herein by reference.
(e) Prior Public Offerings. Not applicable.
(f) Prior Stock Purchases. Not applicable.
Item 3. Identity and Background of Filing Person
(a) through (c) Name and Address, Business and Background of Entities
and Business and Background of Natural Persons. The information set forth in
Item 1(a) "Subject Company Information -- Name and Address" and Annex B
"Certain Information Concerning the
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Company" and "Information Concerning Directors and Executive Officers of the
Company" in the Schedule 14D-9 is incorporated herein by reference. The filing
company is the subject person.
Item 4. Terms of the Transaction.
(a) Material Terms. The information set forth in the Offer to Purchase
under "Introduction" and in Section VIII "Federal Income Tax Consequences",
Section 1 "Terms of the Offer; Expiration Date", Section 2 "Acceptance for
Payment and Payment for Shares; Subsequent Offering Period", Section 3
"Procedure for Tendering Shares", Section 4 "Withdrawal Rights", Section 9 "The
Merger Agreement", Section 11 "Conditions of the Offer", Section 12 "Legal
Matters and Regulatory Approvals" and Schedule III "Section 262 of the Delaware
General Corporation Law" is incorporated herein by reference.
(c) Different Terms. Not applicable.
(d) Appraisal Rights. The information set forth in the first two
paragraphs of Section VI "Appraisal Rights" and Schedule III "Section 262 of the
Delaware General Corporation Law" in the Offer to Purchase is incorporated
herein by reference.
(e) Provisions for Unaffiliated Security Holders. The Company has made
no provisions in connection with the transaction to grant unaffiliated security
holders access to the corporate files of the Company or to obtain counsel or
appraisal services at the expense of the Company.
(f) Eligibility for Listing or Trading. Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a) through (c) and (e) Transactions, Significant Corporate Events,
Negotiations or Contacts and Agreements Involving the Subject Company's
Securities. The information contained in Item 3(d) "Past Contacts,
Transactions, Negotiations and Agreements", Item 4(b)(i) "Background of the
High Road Offer; Contact with Parent" and under "Certain Relationships and
Related Transactions" in Annex B to the Schedule 14D-9 is incorporated herein by
reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
(b) Use of Securities Acquired. The information set forth in the Offer
to Purchase under "Introduction - Purpose of the Offer; The Merger Agreement",
in Section II "Purpose of, Effects of, Alternatives to, and Reasons for the
Offer and Merger; Plans for the Company" and in Section 9 "The Merger Agreement"
is incorporated herein by reference.
(c) (1) through (8) Plans. The information contained in Item 2(d)
"Identity and Background of Filing Person - Tender Offer", Item 4(b)(i)
"Background of the High Road Offer; Contact with Parent", Item 8(b) "Additional
Information - Other Material Information - Information Provided Pursuant to Rule
14f-1 Under the Exchange Act", including the information in Annex B to the
Schedule 14D-9, and information contained in Section 6 "Effect of the Offer on
the Market for Shares; Stock Quotation; Margin Regulations; Exchange Act
Registration" of the Offer to Purchase is incorporated herein by reference.
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Item 7. Purposes, Alternatives, Reasons and Effects.
(a) through (c) Purposes, Alternatives and Reasons. The information
contained in Item 4(b)(i) "Background of the High Road Offer; Contact with
Parent" and Item 4(b)(ii) "Reasons for the Recommendation of the Board of
Directors" in the Schedule 14D-9 is incorporated herein by reference.
(d) Effects. The information contained in Section II "Purpose of,
Effects of, Alternatives to, and Reasons for the Offer and Merger; Plans for the
Company- Effects of the Offer and Merger" and "- Plans for the Company", Section
VIII "Federal Income Tax Consequences" and Section 6 "Effect of the Offer on the
Market for Shares; Stock Quotation; Margin Regulations; Exchange Act
Registration" of the Offer to Purchase is incorporated herein by reference.
Item 8. Fairness of the Transaction.
(a) through (f) Fairness, Factors Considered in Determining Fairness,
Approval of Security Holders and Unaffiliated Representative, Approval of
Directors and Other Offers. The information set forth in Item 4(b)(i)
"Background of the High Road Offer; Contact with Parent" and Item 4(b)(ii)
"Reasons for the Recommendation of the Board of Directors" in the Schedule 14D-9
is incorporated herein by reference.
Item 9. Reports, Opinions, Appraisals and Negotiations.
(a) Report, Opinion or Appraisal. The information set forth in Item
4(b)(i) "Background of the High Road Offer; Contact with Parent" and Item
4(b)(ii) "Reasons for the Recommendation of the Board of Directors" in the
Schedule 14D-9 is incorporated herein by reference.
(b) Preparer and Summary of the Report, Opinion or Appraisal. The
information set forth in Item 4(b)(i) "Background of the High Road Offer;
Contact with Parent" and Item 4(b)(ii) "Reasons for the Recommendation of the
Board of Directors" and Item 5(a) "Person/Assets, Retained, Employed,
Compensated or Used- Solicitations or Recommendations" in the Schedule 14D-9 is
incorporated herein by reference.
(c) Availability of Documents. Annex A and Exhibit (a)(8) of the
Schedule 14D-9 are incorporated herein by reference.
Item 10. Source and Amounts of Funds or Other Consideration.
(a) and (b) Source of Funds and Conditions. The information set forth
under "Introduction" and in Section 10 "Source and Amount of Funds" in the Offer
to Purchase is incorporated herein by reference.
(c) Expenses. The information set forth in the first paragraph of Item
5(a) "Person/Assets, Retained, Employed, Compensated or Used - Solicitations or
Recommendations" and under Item 8(b) "Additional Information - other Material
Information - Fees and Expenses" of the Schedule 14D-9 is incorporated herein by
reference.
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(d) Borrowed Funds. The information set forth under "Introduction" and
in Section 10 "Source and Amount of Funds" in the Offer to Purchase is
incorporated herein by reference.
Item 11. Interest in Securities of the Subject Company.
(a) Securities Ownership. The information set forth under "Security
Ownership of Certain Beneficial Owners and Management" in Annex B of the
Schedule 14D-9 is incorporated herein by reference.
(b) Securities Transactions. The information set forth in Item 6(b)
"Interest in Securities of the Subject Company" of the Schedule 14D-9 is
incorporated herein by reference.
Item 12. The Solicitation or Recommendation.
(d) Intent to Tender or Vote in a Going-Private Transaction. The
information set forth in Item 4(c) "Intent to Tender" of the Schedule 14D-9 is
incorporated herein by reference.
(e) Recommendation of Others. The information set forth under
"Introduction" and in Section IV "Position of Parent and Purchaser as to the
Fairness of the Offer and Merger" in the Offer to Purchase is incorporated
herein by reference.
Item 13. Financial Statements.
(a) Financial Information.
(1) The audited financial statements of the Company as of and for
the fiscal years ended January 1, 1999, and December 31, 1998, are incorporated
herein by reference to the Consolidated Financial Statements of the Company
included as Exhibit 13 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999, filed with the SEC on March 30, 2000.
(2) The unaudited consolidated financial statements of the Company
for the thirteen weeks ended March 31, 2000, and April 2, 1999, are incorporated
herein by reference to Item 1 "Financial Statements" of Part I of the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, filed with
the SEC on May 15, 2000.
(3) and (4) The information contained in Section 7 "Information
Concerning the Company - Financial Information" in the Offer to Purchase is
incorporated herein by reference.
(b) Pro Forma Information. Because the consideration offered is solely
of cash and the offer is for all outstanding Shares, the Company believes that
pro forma financial information is not material to a stockholder's decision of
whether to sell, tender or hold the Shares pursuant to the offer.
(c) Summary Information. The information contained in Section 7
"Information Concerning the Company - Financial Information" in the Offer to
Purchase is incorporated herein by reference.
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Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
(a) and (b) Solicitations or Recommendations and Employees and
Corporate Assets. The information set forth in Item 5(a) "Person/Assets,
Retained, Employed, Compensated or Used - Solicitations or Recommendations" in
the Schedule 14D-9 is incorporated herein by reference.
Item 15. Additional Information.
(b) Other Material Information. Not applicable.
Item 16. Exhibits.
The following Exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
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(a)(1) Offer to Purchase, dated June 2, 2000 (incorporated by
reference to Exhibit (a)(1)(A) to the Schedule TO of
Purchaser filed on June 2, 2000).
(a)(2) Letter of Transmittal (incorporated by reference to
Exhibit (a)(1)(B) to the Schedule TO of Purchaser filed on
June 2, 2000).
(a)(3) Letter to Stockholders of the Company, dated June 2, 2000
(incorporated by reference to Exhibit (a)(3) to the
Schedule 14D-9 filed by the Company on June 2, 2000).
(a)(4) Opinion of Morgan Keegan & Company, Inc., dated May 25,
2000 (incorporated by reference to Exhibit (a)(4) to the
Schedule 14D-9 filed by the Company on June 2, 2000).
(a)(5) Press Release issued by the Company on May 1, 2000
(incorporated by reference to Exhibit 4 to the Schedule
14D-9/A filed by the Company on May 1, 2000).
(a)(6) Press Release issued by the Company on May 26, 2000
(previously filed on Schedule 14D-9/C filed by the Company
on May 26, 2000).
(a)(7) Press Release issued by the Company on June 2, 2000
(incorporated by reference to Exhibit (a)(7) to the
Schedule 14D-9 filed by the Company on June 2, 2000).
(a)(8) The Information Statement of the Company, dated June 2,
2000 (incorporated by reference to Exhibit (e)(3) to the
Schedule 14D-9 filed by the Company on June 2, 2000).
(a)(9) Stockholder Protection Rights Agreement, dated as of
February 13, 1997, between the Company and Harris Trust
and Savings Bank, as successor rights agent (incorporated
by reference to Exhibit 99.1 to the Current Report on Form
8-k of the Company filed on February 19, 1997).
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(a)(10) Amendment No. 1, dated as of May 25, 2000, to the
Stockholder Protection Rights Agreement, dated as of
February 13, 1997, between the Company and Harris Trust
and Savings Bank, as successor rights agent (incorporated
by reference to Exhibit (e)(5) to the Schedule 14D-9 filed
by the Company on June 2, 2000).
(a)(11) The section entitled "Item 7. Management's Discussion and
Analysis of Results of Operations and Financial Condition"
in the Annual Report on Form 10-K of the Company for the
year ended December 31, 1999 (incorporated by reference to
Exhibit 1 to the Schedule 14D-9 filed by the Company on
April 25, 2000).
(b)(1) Form of Subordinated Note between Parent and Mr. Ebbers
(incorporated by reference to Exhibit (b)(1) to the
Schedule TO filed by Parent on June 2, 2000).
(b)(2) Commitment Letter dated May 25, 2000, among Parent,
Purchaser and Bank of America, N.A. (incorporated by
reference to Exhibit (b)(2) to the Schedule TO filed by
Parent on June 2, 2000).
(c) Confidential Memorandum, dated October 11, 1999, prepared
by Morgan Keegan & Company, Inc. (incorporated by
reference to Exhibit (a)(8) to Amendment No. 1 to Schedule
14D-9 filed by the Company on June 22, 2000).
(d)(1) Plan and Agreement of Merger, dated as of May 25, 2000,
among Parent, Purchaser and the Company (incorporated by
reference to Exhibit (e)(1) to the Schedule 14D-9 filed by
the Company on June 2, 2000).
(d)(2) Confidentiality Agreement, dated May 1, 2000, between
Morgan Keegan & Company, Inc., financial advisor to the
Special Committee, and William J. Liles, III (incorporated
by reference to Exhibit (e)(2) to the Schedule 14D-9 filed
by the Company on June 2, 2000).
(f) Statement of Appraisal Rights. The information set forth
in the Offer to Purchase in Section VI "Appraisal Rights"
and Schedule III is incorporated herein by reference.
(g) Not Applicable.
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SIGNATURE
After due 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.
/s/ Leland R. Speed
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(Signature)
Leland R. Speed, Chairman of the Special
Committee of the Board of Directors
June 22, 2000
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