SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
KLLM TRANSPORT SERVICES, INC.
(NAME OF ISSUER)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
482498102
(CUSIP NUMBER)
Dionne M. Rousseau
Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, 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)
APRIL 20, 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 section 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 section 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).
<PAGE>
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
<PAGE>
SCHEDULE D- AMENDMENT NO. 2
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 an amendment thereto dated
March 30, 2000. The first amendment was filed for the sole 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 Reporting Person is filing this amendment
No. 2 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 letter from the
Reporting Person to the Special Committee of the Board of Directors of the
Issuer. The letter describes the Reporting Person's proposal to acquire
the Issuer.
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 described herein, including but not limited to the letter
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.
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended to read as follows:
Exhibit 99.1 - Letter from William J. Liles, III and Bernard J. Ebbers
to the Special Committee of the Board of Directors of KLLM Transport
Services, Inc. dated April 19, 2000.
Exhibit 99.2 - Press Release dated April 20, 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: April 20, 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)
Special Committee of the
Board of Directors of
KLLM Transport Services, Inc.
April 19, 2000
Page 1
EXHIBIT 99.1 - Letter to the Special Committee
of the Board of Directors of
KLLM Transport Services, Inc.
William J. Liles, III
Chairman, President and Chief Executive Officer
KLLM Transport Services, Inc.
134 Riverview Drive
Richland, MS 39218
April 19, 2000
Special Committee of the
Board of Directors of
KLLM Transport Services, Inc.
c/o Sidney J. Nurkin, Esq
Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, GA 39309-3424
Dear Sirs:
On behalf of a Delaware corporation to be formed by my family and
Bernard J. Ebbers, we hereby submit a proposal to acquire KLLM Transport
Services, Inc. (the "Company"). Consummation of the proposed acquisition
would result in all of the shareholders of the Company (other than the
persons and entities on Attachment A) receiving $8.25 in cash for each of
the outstanding shares of common stock of the Company owned by them.
1. STRUCTURE AND FINANCING. We propose to effect the acquisition
through a tender offer for all shares at a cash price of $8.25 per share,
which would be supported by the Company's Board of Directors and the
Special Committee thereof. The tender offer would be made by a subsidiary
(the "Acquisition Subsidiary") of a Delaware corporation to be formed for
this purpose (the "Acquisition Corporation"). Following the closing of the
tender offer, the Acquisition Subsidiary would be merged with the Company,
as a result of which the Company would become a wholly-owned subsidiary of
the Acquisition Corporation. In the merger, any shareholders of the
Company who had not previously tendered would receive the same $8.25 in
cash for each of the outstanding shares of common stock of the Company
owned by them.
Subject to receipt of the prior approval of the Company's Board of
Directors and the Special Committee thereof of the following steps, which
shall be indicated by the Company's execution of this letter of intent, (i)
the Acquisition Corporation and Acquisition Subsidiary would be formed,
(ii) the persons and entities on Attachment A would agree to, and
subsequently would, contribute their shares of the Company's outstanding
common stock to the Acquisition Corporation immediately prior to the
consummation of the tender offer, and (iii) Bernard J. Ebbers would agree
to, and subsequently would, provide the funds required to purchase the
remaining shares immediately prior to the consummation of the tender offer.
2. ACQUISITION AGREEMENT AND CONDITIONS. If this proposal is
acceptable to you, Acquisition Corporation will proceed promptly with the
Company to negotiate a binding, definitive agreement (the "Acquisition
Agreement") providing for the acquisition.
Execution of the Acquisition Agreement would be subject to the
approval of the Acquisition Agreement by the Company's Board of Directors,
by the Special Committee of the Company's Board of Directors and the
receipt by the Company of a favorable fairness opinion from an independent
investment banking firm. In addition, the Company would need to amend its
Stockholder Protection Rights Agreement so that the rights do not become
exercisable in connection with the transactions contemplated hereby and
expire upon consummation of the tender offer. We would also need to be
satisfied that Delaware Section 203 does not apply to the proposed
acquisition. Consummation of the tender offer would be subject to (i)
receipt by the Acquisition Corporation of valid tenders of shares which,
together with shares owned by the persons and entities on Attachment A,
represent a majority of the Company's then outstanding shares on a fully-
diluted basis, (ii) the satisfaction of any applicable federal or state
regulatory requirements, including the requirements of the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, and (iii) other customary
conditions. The Acquisition Agreement would also contain representations,
warranties, covenants and other conditions customary for transactions of
this kind, and would provide for termination provisions and termination
fees similar to those described in paragraph 4.
The closing of the proposed tender offer would create a default under
KLLM's existing revolving credit facility. Therefore, we have obtained for
your consideration a commitment letter executed by Bank of America, N.A. to
refinance the facility upon closing of the tender offer. Mr. Ebbers would
fund the purchase price of KLLM's shares, subject to negotiation of a
definitive refinancing agreement that is consistent with the terms of the
commitment letter. The Company is required to execute the commitment
letter and, upon execution, deliver a commitment fee of $150,000.
3. FUTURE COMPANY OPERATIONS. We expect that following the
acquisition, the Company's organization will be kept intact and that the
Company's headquarters will remain at its present location.
4. TERMINATION; TERMINATION FEES.
(i) This letter of intent may only be terminated on or after June 19,
2000, by either party, if the Acquisition Agreement has not then been
entered into, except that this letter may be terminated earlier under the
conditions in paragraph 4(iii).
(ii) If for any reason other than the circumstances referred to in
paragraph 4(iii) the Acquisition Agreement is not entered into by June 19,
2000, the Company shall, in view of our efforts in presenting this
proposal, reimburse me, Mr. Ebbers, and/or, at my direction, the
Acquisition Corporation for our out-of-pocket expenses, including legal
fees, incurred by us in connection with the transactions contemplated by
this letter and the financing thereof, up to $250,000.
(iii) Prior to the earlier of the execution of the Acquisition
Agreement or the termination of this letter of intent, neither the
Company's Board of Directors or any committee thereof shall (a) approve or
enter into any letter of intent, agreement in principle, acquisition
agreement or similar agreement relating to a Company Takeover Proposal
(defined in paragraph 6), (b) enter into any agreement with respect to any
Company Takeover Proposal, or (c) approve or recommend or propose to
approve or recommend any Company Takeover Proposal, including any
recommendation set forth in Schedule 14D-9 filed in response to the tender
offer by Mr. Low. Notwithstanding the foregoing, the Company may
terminate this letter of intent at any time if (x) it shall have received
an unsolicited Superior Proposal (defined in paragraph 6), but only at a
time that is more than 48 hours after I have received written notice from
you advising me that the Company is prepared to accept such Superior
Proposal, specifying the material terms thereof, and (y) prior to such
termination, the Company shall pay me, Mr. Ebbers, and/or, at my direction
the Acquisition Corporation, the amounts described in paragraph 4(ii) and
an aggregate cash fee of $750,000.
(iv) Without limiting the generality of the foregoing, if prior to the
earlier of the execution of the Acquisition Agreement or June 19, 2000, any
person or persons makes a Company Takeover Proposal (including a revised
Company Takeover Proposal by Robert Low or any of his affiliates or
associates) and, prior to June 19, 2001 the Company (A) enters into a
definitive agreement with a person making such a Company Takeover Proposal
or any affiliate or associate of such person to consummate such Company
Takeover Proposal, or (B) consummates such Company Takeover Proposal, the
Company shall pay me, Mr. Ebbers, and/or, at my direction the Acquisition
Corporation, the amounts described in paragraph 4(ii) and an aggregate
cash fee of $750,000.
5. NONSOLICITATION.
(i) The Company shall not, nor shall it permit its directors,
officers, employees, or representatives to, directly or indirectly, (a)
solicit, initiate or encourage the submission of, any Company Takeover
Proposal, or (b) participate in any discussions or negotiations regarding
or furnish to any person any information with respect to or take any other
action to facilitate any inquiries or the making of any proposal that
constitutes or may reasonably be expected to lead to, any Company Takeover
Proposal; PROVIDED, HOWEVER, that if the Company receives a proposal or
offer that was not solicited and did not otherwise result from a breach or
deemed breach of this paragraph 5 and that the Company's Board of Directors
believes in good faith could result in a third party making a Superior
Proposal, and subject to compliance with paragraph 5(ii), the Company may
(x) furnish information with respect to the Company to the person making
such a proposal or offer pursuant to a customary confidentiality agreement
and (y) participate in discussions or negotiations with such person
regarding such proposal or offer. Any violation of the restrictions in
this paragraph by any of the Company's directors, officers, employees or
representatives shall be deemed to be a breach of this paragraph 5.
(ii) The Company promptly shall advise me of any Company Takeover
Proposal or inquiry with respect to or that could reasonably be expected to
lead to any Company Takeover Proposal, the identity of the person making
any such Company Takeover Proposal or inquiry and the material terms
thereof. The Company shall keep me fully informed of the status of any
such Company Takeover Proposal or inquiry and provide me promptly with
copies of all written material provided to the Company from any third party
in connection with any Company Takeover Proposal.
6. DEFINED TERMS.
(i) COMPANY TAKEOVER PROPOSAL. A "Company Takeover Proposal" means
any proposal or offer for a merger, consolidation, dissolution,
liquidation, recapitalization or other business combination involving the
Company or any Company subsidiary, any proposal or offer for the issuance
by the Company or any Company subsidiary of a material amount of its equity
securities or any proposal or offer to acquire in any manner, directly or
indirectly, a material interest in any voting securities of, or a
substantial portion of the assets of, the Company or any Company
subsidiary, other than the transactions contemplated by this letter of
intent with me, Mr. Ebbers, the Acquisition Corporation and associated or
related persons. For this purpose, 15% or more of the Company's or any
subsidiary's outstanding equity or voting securities shall be deemed
material.
(ii) SUPERIOR PROPOSAL. A "Superior Proposal" means any proposal made
by a third party to acquire, directly or indirectly, including pursuant to
a tender offer, exchange offer, merger, consolidation, business
combination, recapitalization, liquidation, dissolution or similar
transaction, for consideration consisting of cash and/or securities, more
than 50% of the combined voting power of the shares of the Company's
capital stock then outstanding or all or substantially all of the Company's
assets and otherwise on terms which the Company's Board of Directors
determines in its good faith judgment (a) is reasonably capable of being
completed, taking into account all legal, financial, regulatory and other
aspects of the proposal and the third party making such proposal, and (b)
presents, in its entirety, more favorable terms, financial and otherwise,
taken as a whole, to the Company and its shareholders, than the terms of
the proposal made by this letter of intent.
7. NO PERSONAL LIABILITY; RIGHT TO ASSIGN THIS LETTER TO ACQUISITION
CORPORATION AND ACQUISITION SUBSIDIARY. It is understood that the
undersigned shall have no personal liability whatsoever with respect to
this letter, and that this letter, if accepted by you, shall be assigned by
the undersigned to the Acquisition Corporation and Acquisition Subsidiary
when formed, which shall be the only obligors.
8. NONBINDING PROPOSAL, EXCEPT FOR PARAGRAPHS 4, 5, 6, 7 AND 8. It
is understood that this letter represents our understanding with respect to
the acquisition and that the parties intend to proceed promptly and in good
faith, subject to the terms of this letter and the Acquisition Agreement,
to consummate the Acquisition Agreement, but that a binding agreement with
respect to the acquisition will result only from the execution of the
Acquisition Agreement. Notwithstanding the preceding sentence, the
provisions of paragraphs 4, 5, 6, 7 and 8 shall be binding on the parties
hereto.
________________________
We reserve the right to withdraw the proposal in this letter at any
time prior to its acceptance in the manner indicated below. The
effectiveness of the understandings described herein between my family, Mr.
Ebbers, the Acquisition Corporation and Acquisition Subsidiary to be
formed, are subject to the prior approval of the Company's Board of
Directors and the Special Committee thereof, which shall be indicated by
the Company's execution of this letter of intent. If the foregoing is
agreeable to you, please so confirm by signing and returning to me a
duplicate of this letter.
Very truly yours,
/s/ William J. Liles, III
William J. Liles, III
/s/ Bernard J. Ebbers
Bernard J. Ebbers
Accepted and Agreed to
This ___ day of April, 2000:
KLLM TRANSPORT SERVICES, INC.
By: ____________________________
Name:
Title:
<PAGE>
Special Committee of the
Board of Directors of
KLLM Transport Services, Inc.
April 19, 2000
Page 2
Attachment A to
Letter of Intent
April 19, 2000
KLLM Transport Services, Inc.
<TABLE>
<CAPTION>
STOCKHOLDER NO. OF SHARES
<S> <C>
The William J. Liles, Jr. Marital Trust 626,163
The William J. Liles, Jr. Family Trust 54,237
Mrs. William J. Liles, III 824
Margaret Bradley Liles Irrevocable Trust for 1,795
Charles A. McIntyre, Jr.
Margaret Bradley Liles Irrevocable Trust for 1,795
William J. Liles, IV
William J. Liles III 4,309
-------
689,123
</TABLE>
N0499135.1
IMMEDIATELY -- April 20, 2000
Jack Liles: (601) 933-1240
JACK LILES AND BERNARD EBBERS PRESENT PROPOSAL
TO THE BOARD OF DIRECTORS OF KLLM TRANSPORT SERVICES, INC.
TO ACQUIRE KLLM FOR $8.25 PER SHARE
JACKSON, MS -- April 20, 2000 -- Jack Liles, Chairman, President and Chief
Executive Officer of KLLM Transport Services, Inc. (NASDAQ/NMS-KLLM) and
Bernard Ebbers have presented a proposal to the Board of Directors of KLLM
Transport Services, Inc. to acquire all of the outstanding shares of KLLM
at a price of $8.25 per share in cash.
If the proposal is accepted by KLLM's Board, the parties would proceed to
negotiate a definitive acquisition agreement which would provide for a
Board-supported tender offer for all outstanding shares of KLLM common
stock at a price of $8.25 per share in cash, followed by a merger in which
any KLLM stockholders who had not tendered their shares would receive the
same $8.25 per share in cash. Consummation of the tender offer would be
conditioned on, among other things, there being validly tendered and not
withdrawn a number of shares that, together with shares beneficially owned
currently by Mr. Liles, would constitute a majority of KLLM's then
outstanding shares on a fully-diluted basis. The acquisition agreement
would also contain representations, warranties, covenants and other
conditions customary for transactions of this kind.
The closing of the proposed tender offer would create a default under
KLLM's existing revolving credit facility. Therefore, Messrs. Liles and
Ebbers have delivered for the consideration of KLLM's Board a commitment
letter executed by Bank of America, N.A. to refinance KLLM's existing
revolving credit facility upon closing of the proposed tender offer. Mr.
Ebbers would fund the purchase price of KLLM's shares, subject to the
negotiation of a definitive refinancing agreement with the financial
institution that is consistent with the terms of the proposed commitment
letter.
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.
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