SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
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 26, 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. 5
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, April 20, 2000, May 1, 2000 and May 23, 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 filed for the purpose of reporting the
Reporting Person's proposal to acquire the Issuer. The third amendment was
filed for the purpose of reporting the Reporting Person's 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 fourth
amendment was filed for the purpose of reporting that the Reporting Person
had withdrawn his bid to acquire the issuer. The Reporting Person is
filing this amendment No. 5 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 that the Reporting
Person and Bernard Ebbers, through an acquisition company formed by them,
named High Road Acquisition Corp., have entered into an agreement to
acquire the Issuer for $8.05 per share in cash.
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 indicated 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 26, 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: May 26, 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
IMMEDIATELY -- May 26, 2000
Jack Liles: (601) 933-1240
JACK LILES AND BERNARD EBBERS
ANNOUNCE DEFINITIVE AGREEMENT TO ACQUIRE
KLLM TRANSPORT SERVICES, INC.
JACKSON, MS -- May 26, 2000 -- Jack Liles, Chairman, President and Chief
Executive Officer of KLLM Transport Services, Inc. (Nasdaq National Market-
KLLM) and Bernard Ebbers announced today that an acquisition company formed
by them, named High Road Acquisition Corp., has entered into an agreement
to acquire KLLM for $8.05 per share in cash.
Under the agreement, a wholly-owned subsidiary of High Road will commence,
within five business days, an all-cash tender offer for all of KLLM's
outstanding common stock at a price of $8.05 per share. Following
successful completion of the tender offer, High Road will acquire for the
same cash price any shares that are not tendered, by means of a merger of
KLLM with a wholly-owned subsidiary of High Road.
KLLM's Board of Directors has approved the transaction and has recommended
that KLLM's stockholders tender their shares into the tender offer. The
tender offer is conditioned upon, among other things, there being tendered
and not withdrawn prior to the expiration date of the offer at least a
majority of the shares of KLLM common stock outstanding on a fully diluted
basis. The offer will initially expire 20 business days after it is
commenced, but may be extended under certain circumstances.
Although Messrs. Liles and Ebbers withdrew their bid last week, they
resubmitted a bid yesterday, which was accepted and approved by KLLM's
Board.
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.
The tender offer will be made only by an offer to purchase and other
offering documents, copies of which will be filed with the Securities and
Exchange Commission and mailed to KLLM stockholders. Stockholders are
advised to read the tender offer statement when it is available because it
will contain important information. Stockholders may obtain a copy of the
tender offer statement and other documents filed with the SEC for free at
the SEC's web site at http://www.sec.gov. When available, the tender offer
statement may be obtained for free from High Road.
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