SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
KLLM TRANSPORT SERVICES, INC.
(NAME OF ISSUER)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
482498102
(CUSIP NUMBER)
Dionne M. Rousseau
Jones, Walker, Waechter,
Poitevent, Carre`re & Dene`gre, 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)
MAY 1, 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><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).
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
SCHEDULE D- AMENDMENT NO. 3
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 amendments thereto dated
March 30, 2000 and May 20, 2000. The first amendment was filed for the
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 second
amendment was for the purpose of reporting the Reporting Person's proposal
to acquire the Issuer. The Reporting Person is filing this amendment No. 3
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 press release issued by
the Reporting Person. The press release announces the Reporting Person and
Bernard J. Ebbers' intent to participate in the bidding process for the
sale of the Issuer established by the Special Committee of the Issuer's
Board of Directors. The letter sent by Sidney J. Nurkin, as counsel to the
Special Committee of the Board of Directors of the Issuer, to the Reporting
Person dated April 25, 2000, inviting the Reporting Person to participate
in the bid process is attached hereto as Exhibit 99.2.
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 press
release 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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended to read as follows:
Exhibit 99.1 - Press Release dated May 1, 2000.
Exhibit 99.2 - Letter from Sidney J. Nurkin, as counsel to the Special
Committee of the Board of Directors of the Issuer, to
the Reporting Person dated April 25, 2000, inviting the
Reporting Person to participate in the bid process.
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: May 1, 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)
EXHIBIT 99.1- Press Release dated
May 1, 2000
IMMEDIATELY -- May 1, 2000
Jack Liles: (601) 933-1240
JACK LILES AND BERNARD EBBERS
TO PARTICIPATE IN BIDDING PROCESS CONDUCTED BY
KLLM TRANSPORT SERVICES, INC.
JACKSON, MS -- May 1, 2000 -- Jack Liles, Chairman, President and Chief
Executive Officer of KLLM Transport Services, Inc. (Nasdaq National Market-
KLLM) and Bernard Ebbers announced today that they will participate in the
bidding process for the sale of KLLM established by the Special Committee
of the Company's Board of Directors.
Jack Liles stated "We look forward to participating in the bidding process
in order to provide the stockholders of KLLM with the maximum value for
their shares."
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.
# # #
EXHIBIT 99.2 - Letter from Sidney J. Nurkin, as counsel to the Special
Committee of the Board of Directors of the Issuer, to
the Reporting Person dated April 25, 2000, inviting the
Reporting Person to participate in the bid process.
ALSTON & BIRD LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Geoprgia 30309-3424
404-881-7000
Fax: 404-881-7777
www.alston.com
SIDNEY J. NURKIN DIRECT DIAL: 404-881-7260 E-MAIL: [email protected]
April 25, 2000
Mr. William J. Liles, III
c/o Dionne M. Rousseau, Esq.
Jones, Walker, Waechter, Poitevent Carre`re & Dene`gre, L.L.P.
201 St. Charles Avenue
New Orleans, LA 70170
Bernard J. Ebbers
c/o Charles P. Adams, Jr.
Adams and Reese LLP
111 Capital Building, Suite 350
111 Capital Street
Jackson, MS 39225
Dear Mr. Liles:
As you know, the Board of Directors of KLLM Transport Services, Inc.
(the "Company") has appointed a Special Committee (the "Committee") to
consider and act with respect to a potential change of control
transaction involving the Company. The Committee is comprised of Leland
Speed, David Metzler, and Walter Neely. Mr. Speed is Chairman of the
Committee. This law firm serves as counsel to the Committee. Morgan
Keegan & Co. is the financial adviser to the Committee. I have been asked
to send this letter to you on behalf of the Committee.
You have advised the Committee of your interest in making an offer
to acquire all of the outstanding capital stock of the Company, other
than those shares owned by you or trusts controlled by your family, at a
price of $8.25 per share. As you are aware, Mr. Robert Low has commenced
a tender offer to acquire all of the outstanding capital stock of the
Company at a price of $7.75 per share. Mr. Low has also filed materials
with the Securities and Exchange Commission with respect to a consent
solicitation seeking to remove all the present directors of the Company
and to replace them with his nominees.
The Committee is of the belief that the sale of the Company is
inevitable. As such, the Committee is committed to obtaining the best
price and terms available for the benefit of the stockholders of the
Company. To that end, the Committee is willing to provide you such non-
public information concerning the business and affairs of the Company as
you reasonably request in writing, subject to your execution of an
appropriate confidentiality agreement. We have previously furnished you
with a copy of a form of confidentiality agreement for your
consideration. Upon your execution of a confidentiality agreement
reasonably satisfactory to the Committee, the Committee is prepared to
furnish to you such non-public information concerning the Company as you
reasonably request in writing with the expectation that such information
will assist you in increasing your financial offer for the outstanding
capital stock of the Company. Such information will be provided to you
at the offices of attorneys for the Company in Jackson, Mississippi.
The Committee has established certain guidelines which we ask you to
follow in connection with the bidding process involving the potential
sale of the Company. Specifically, we ask you to furnish to the
Committee, to the attention of the undersigned, no later than the close
of business on May 5, 2000 the written agreement for the acquisition of
all of the outstanding capital stock of the Company that you are prepared
to sign. Such agreement should contain your highest and best financial
offer, expressed on a per-share basis, that you are willing to pay for
all of the outstanding capital stock of the Company. You may structure
the transaction as a tender offer with a follow-on merger or as a merger
transaction.
Notwithstanding any other terms or provisions in that agreement,
that agreement must provide that, if it is accepted by the Committee, the
Company shall nonetheless have the continued right to furnish information
to and engage in discussions with other persons who have made or have
expressed an interest in making an offer for the Company that the
Committee believes, in consultation with its legal and financial
advisers, is likely to result in a superior proposal. In addition, the
Company must have the right to terminate the agreement, to withdraw any
recommendation made with respect to the transactions provided for in the
agreement, and to refrain from submitting the agreement to the
stockholders of the Company for their vote (if any part of the
transaction requires a stockholder vote), in each case without incurring
any liability to you other than the payment of a reasonable break-up fee
upon consummation of a transaction with any other person.
Further, the agreement must contain covenants to the effect that,
until such time as you have acquired all of the issued an outstanding
capital stock of the Company, you will not cause the Company to incur any
additional indebtedness, nor will you cause the assets of the Company to
be pledged to secure any indebtedness incurred by you in connection with
your acquisition of such shares.
Contemporaneously with this letter to you, we are submitting a
letter to Mr. Low requesting that he also furnish to the Committee, no
later than the close of business on May 5, 2000, an agreement for the
acquisition of all of the outstanding capital stock Company that he is
prepared to sign. Mr. Low will be advised that his agreement must also
contain the provisions described in the preceding paragraphs.
The Committee intends to consider any offer that you may make and
any offer that may be made by Mr. Low promptly following the close of
business on May 5, 2000. The Committee reserves the right to take any
action with respect to any offer that you may make or that may be made by
Mr. Low or any other person that it believes, in the exercise of its
fiduciary duties, is appropriate, including, without limitation,
negotiating further with you or with Mr. Low for improved price and
terms, entering into agreements with you or with Mr. Low pursuant to
which the Board of Directors would, subject to its right to withdraw such
recommendation, recommend the transaction provided for in that agreement
to the stockholders of the Company, to reject and make no recommendation
with regard to any offer that you may make or that may be made by Mr.
Low, or to consider and act with respect to any offer providing for the
acquisition of the Company made by any other person if the Committee
believes that offer to be a superior proposal.
We ask that you advise the undersigned as promptly as possible if
you will agree to participate in the bidding process on the terms set
forth in this letter. If you should have any questions about the process
that the committee desires to follow, please contact the undersigned
promptly.
Sincerely,
/s/ Sidney J. Nurkin
Sidney J. Nurkin
SJN:aht
Cc: Ms. Dionne M. Rousseau
Mr. Charles Adams
Mr. Leland Speed
Mr. David Metzler
Dr. Walter Neely
Mr. John H. Grayson, Jr.
