| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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| SCHEDULE 13D |
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Under the Securities Exchange Act of 1934
(Amendment No. 2)*
FROZEN FOOD EXPRESS INDUSTRIES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
359360104
(CUSIP Number)
Thomas Milton Duff
529 Industrial Park Rd.
Columbia, MS 39429
601-424-3204
Copies to:
Ralph S. Janvey, Esq.
Krage & Janvey, L.L.P.
2100 Ross Avenue
Suite 2600
Dallas, TX 75201
(214) 397-1912
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 8, 2013
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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 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. 359360104 | |||||
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| (1) | Names of Reporting Persons | |||
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| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | x | ||
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| (b) | o | ||
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| (3) | SEC Use Only | |||
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| (4) | Source of Funds (See Instructions) | |||
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| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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| (6) | Citizenship or Place of Organization | |||
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Number of | (7) | Sole Voting Power | |||
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(8) | Shared Voting Power | ||||
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(9) | Sole Dispositive Power | ||||
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(10) | Shared Dispositive Power | ||||
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| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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| (13) | Percent of Class Represented by Amount in Row (11) | |||
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| (14) | Type of Reporting Person (See Instructions) | |||
* This percentage was calculated based upon a total of 18,090,336 shares outstanding as of April 22, 2013 according to representations made by the Issuer in its Form 10-Q for the quarterly period ended March 31, 2013 filed on April 29, 2013.
CUSIP No. 359360104 | |||||
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| (1) | Names of Reporting Persons | |||
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| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | x | ||
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| (b) | o | ||
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| (3) | SEC Use Only | |||
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| (4) | Source of Funds (See Instructions) | |||
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| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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| (6) | Citizenship or Place of Organization | |||
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Number of | (7) | Sole Voting Power | |||
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(8) | Shared Voting Power | ||||
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(9) | Sole Dispositive Power | ||||
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(10) | Shared Dispositive Power | ||||
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| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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| (13) | Percent of Class Represented by Amount in Row (11) | |||
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| (14) | Type of Reporting Person (See Instructions) | |||
* This percentage was calculated based upon a total of 18,090,336 shares outstanding as of April 22, 2013 according to representations made by the Issuer in its Form 10-Q for the quarterly period ended March 31, 2013 filed on April 29, 2013.
Item 1. Security and Issuer.
This Amendment No. 2 to Schedule 13D (the “Schedule”) relates to shares of Common Stock, $1.50 par value per share, of Frozen Food Express Industries, Inc., a Texas corporation (the “Issuer”). This Schedule is being filed on behalf of Thomas Milton Duff and The James Ernest Duff Amended and Restated Trust Agreement (together, the “Reporting Persons”) and amends and supplements the Schedule 13D filed by the Reporting Persons on March 4, 2013, as amended March 15, 2013. The address of the principal executive office of the Issuer is 1145 Empire Central Place, Dallas, Texas 75247-4305.
Item 4. Purpose of Transaction.
The disclosure provided in Item 4 of the Schedule 13D is hereby replaced with the following:
On May 8, 2013, Thomas Milton Duff and James Ernest Duff (the “Duffs”) made a non-binding proposal to the Special Committee of the Board of Directors of the Issuer (the “Special Committee”) to acquire all of the remaining issued and outstanding shares of the Issuer’s Common Stock not owned by the Reporting Persons. This non-binding proposal is subject to various conditions, including further due diligence. The Special Committee has not yet provided a response to this non-binding proposal.
The Duffs anticipate that the proposed transaction would be structured as a two-step merger consisting of a cash tender offer followed by a merger. Upon acquisition of all of the equity of the Issuer, the Duffs plan to cause the registration of the securities of the Issuer to terminate and the Issuer’s Common Stock would no longer be traded on the NASDAQ stock market. The Duffs anticipate that the acquiring entity would have sufficient cash at the time the tender offer commenced such that the proposed transaction would not be subject to a financing contingency. No binding obligation on the part of the Reporting Persons, their affiliates, or the Issuer will arise with respect to the proposed transaction unless and until a definitive agreement satisfactory to all parties is executed and delivered.
Except as set forth in this Item 4, neither of the Reporting Persons currently has any other present plans or proposals that relate to or would result in any of the actions specified in Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer or the shares beneficially owned by the Reporting Persons, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in Item 4 of Schedule 13D. The foregoing is subject to change at any time, and there can be no assurance that any of the Reporting Persons will take any of the actions set forth above.
Item 7. Material to be Filed as Exhibits.
Exhibit No. 99.1 |
| Joint Filing Agreement (incorporated by reference to Exhibit No. 99.1 to the Schedule 13D filed by the Reporting Persons on March 4, 2013). |
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
DATE: May 10, 2013 | BY: | /s/ Thomas Milton Duff |
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| THOMAS MILTON DUFF | |
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| THE JAMES ERNEST DUFF AMENDED AND RESTATED TRUST AGREEMENT | ||
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| BY: | /s/ James Ernest Duff |
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| JAMES ERNEST DUFF, TRUSTEE | |