SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 3)
KLLM TRANSPORT SERVICES, INC.
(Name of Subject Company (issuer))
HIGH ROAD ACQUISITION CORP.
HIGH ROAD ACQUISITION SUBSIDIARY CORP.
WILLIAM J. LILES, III
BERNARD J. EBBERS
(Names of Filing Persons (offerors))
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
482498102
(CUSIP Number of Class of Securities)
Dionne M. Rousseau Charles P. Adams, Jr.
Jones, Walker, Waechter, Poitevent, Adams & Reese, L.L.P.
Carre`re & Dene`gre, L.L.P. 111 E. Capitol Street
201 St. Charles Avenue, Floor 51 Suite 350
New Orleans, Louisiana 70170 Jackson, Mississippi 39201
(504) 582-8338 (601) 292-0720
(Name, address, and telephone numbers of persons authorized to receive
notices and communications on behalf of filing persons)
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
Transaction valuation* Amount of filing fee
<S> <C>
$27,485,558 $5,398
</TABLE>
*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. Based on the Company's
representation, 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 one percent of the value of the
transaction.
[ ] Check the box if any part of the fee is offset as provided by 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:___________________
Form or Registration No:___________________
Filing Party:_____________________________
Dated Filed:____________________________
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if a final amendment reporting the results of
the tender offer: [ ]
This Amendment No. 3 amends and supplements the Tender Offer Statement
on Schedule TO filed with the Securities and Exchange Commission (the
"SEC") on June 2, 2000, by High Road Acquisition Corp., a Delaware
corporation ("Parent"), and High Road Acquisition Subsidiary Corp., a
Delaware corporation and wholly-owned subsidiary of Parent ("Purchaser")
and Amendments No. 1 and No. 2 to the Schedule TO filed with the SEC on
June 23, 2000 and June 26, 2000 respectively, by Parent, Purchaser, William
J. Liles, III and Bernard J. Ebbers. The Schedule TO, as amended, relates
to a tender offer by Purchaser to purchase all outstanding shares of common
stock, par value $1.00 per share (the "Common Stock") of KLLM Transport
Services, Inc., a Delaware corporation (the "Company"), and the associated
preferred stock purchase rights of the Company (the "Rights" and, together
with the Common Stock, the "Shares"), issued pursuant to the Stockholder
Protection Rights Agreement, dated as of February 13, 1997, by and between
the Company and Harris Trust and Savings Bank, as successor Rights Agent,
at a price of $8.05 per Share and subject to the conditions set forth in
the Offer to Purchase dated June 2, 2000, as amended, and the related
Letter of Transmittal (which, together with any supplements or amendments,
collectively constitute the "Offer"), copies of which were attached as
Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Item 8. Fairness of the Transaction.
(a), (b), (c), (d), (e) and (f) The information set forth in the
Offer to Purchase in Section IV ("Position of the Parent and Purchaser
as to the Fairness of the Offer and Merger") is amended and
supplemented by adding the following to the fourth paragraph:
Parent, Purchaser, Mr. Liles and Mr. Ebbers (the "Bidders")
believe net book value is not a meaningful indicator of the value
of the Company. Generally speaking, net book value is an
accounting concept that reflects the historical cost of assets,
less depreciation, and net of liabilities. Accordingly, it does
not have any relationship to what the Company's assets could
actually be sold for under current market conditions. As
described above, Mr. Liles believes that the liquidation value of
the Company, which reflects his view of what the Company's assets
could actually be sold for, is less than $8.05 per Share, which
is less than the Company's net book value as of March 31, 2000 of
$12.19 per Share. The Bidders believe that the better indicators
of the value of the Company and its Shares are those described
above in this Section IV, including the fact that after what the
Bidders believe to be a full and fair auction, as of the date
hereof, no one else is willing to pay more than the Bidders.
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of June 27, 2000 that the information set
forth in this statement is true, complete and correct. William J. Liles,
III and Bernard J. Ebbers hereby adopt as their own disclosures the
disclosures made by Parent and Purchaser herein and in the Schedule TO
filed June 2, 2000 and Amendments No. 1 and No. 2 thereto.
HIGH ROAD ACQUISITION SUBSIDIARY CORP.
By: /S/ WILLIAM J. LILES, III
-----------------------------
Name: William J. Liles, III
Title: President
HIGH ROAD ACQUISITION CORP.
By: /S/ WILLIAM J. LILES, III
-----------------------------
Name: William J. Liles, III
Title: President
/S/ WILLIAM J. LILES, III
--------------------------------
William J. Liles, III
/S/ BERNARD J. EBBERS
-------------------------------
Bernard J. Ebbers
