SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
KLLM TRANSPORT SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 64-0412551
(State of incorporation or organization) (IRS Employer Identification
No.)
3475 Lakeland Drive, Jackson, MS 39288
(Address of principal executive offices)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF
THE ACT:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
N/A N/A
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(I), please check the following box [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with
the effectiveness of a concurrent registration statement under
the Securities Act of 1933 pursuant to General Instruction
A.(c)(2), please check the following box [ ]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF
THE ACT
PREFERRED STOCK PURCHASE RIGHTS
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED.
On February 13, 1997, the Board of Directors of KLLM
Transport Services, Inc. (the "Corporation") declared a
dividend of one preferred stock purchase right (the "Right") for each
outstanding share of common stock, par value $1.00 per
share (the "Common Shares"), of the Corporation. The dividend is
payable on February 24, 1997 (the "Record Date") to the
stockholders of record on that date. Each Right entitles
the registered holder to purchase from the Corporation one one-
hundredth of a share of Participating Preferred Stock, par
value $.01 per share (the "Preferred Shares"), of the Corporation,
at a price of $41.00 per one one-hundredth of a Preferred Share
(the "Exercise Price"), subject to adjustment. The description
and terms of the Rights are set forth in the Stockholder
Protection Rights Agreement, as the same may be amended from time to
time (the "Rights Agreement") dated as of February 13, 1997
between the Corporation and KeyCorp Shareholder Services, Inc., as
Rights Agent (the "Rights Agent").
Separation Time
Until the date on which certain events take place
(the "Separation Time"), the Rights will be evidenced by, with
respect to any Common Share certificate outstanding on the Record
Date, such Common Share and a Summary of Rights mailed to each
holder of record on the Record Date. The term "Separation Time"
means the close of business on the earlier of (a) the tenth
business day (or such earlier or later date as may be determined by
the Board of Directors of the Corporation) following a public
announcement by the Corporation that a person or group of
affiliated or associated persons has acquired beneficial
ownership of 20% or more of the outstanding Common Shares
(collectively, an "Acquiring Person") (the "Flip-in
Trigger") or (b) the tenth business day (or such later date as may be
determined by the Board of Directors of the Corporation)
after the date on which any person (or group of affiliated or
associated persons) commences a tender or exchange offer the
consummation of which would result in the beneficial
ownership by such person of 20% or more of such outstanding Common
Shares.
Transfer of Rights and Certificates
The Rights Agreement provides that, until the
Separation Time, the Rights will be transferred with and only with the
Common Shares. Until the Separation Time (or the earlier
redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or
new issuance of Common Shares will contain a notation
incorporating the Rights Agreement by reference. Until the Separation
Time (or the earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without such
notation, will also constitute the transfer of the Rights associated
with the Common Shares represented by such certificate. As soon
as practicable following the Separation Time, separate
certificates evidencing the Rights (the "Right Certificates") will be
mailed to holders of record of the Common Shares as of the close of
business on the Separation Time, and such separate Right
Certificates alone will evidence the Rights.
Exercise Period
The Rights are not exercisable until the Separation
Time. After the Separation Time and prior to the Expiration Time,
each Right (unless previously redeemed) will entitle the holder
to purchase, for the Exercise Price, one one-hundredth of a
share of the Preferred Shares having the rights described below. The
Rights will expire on the Expiration Time, unless the
Expiration Time is extended, or the Rights are earlier redeemed by the
Corporation. The term "Expiration Time" is defined in the
Rights Agreement and generally means February 13, 2007, unless the
Rights are sooner exchanged or redeemed, or the date of
consummation of a merger of the Corporation approved by the
Board prior to a Flip-in Trigger.
Adjustments
The Exercise Price payable, and the number of
outstanding Rights and the number of one one-hundredth interests in
Preferred Shares issuable upon exercise of each Right, are subject to
adjustment in the event of a stock split of the Common
Shares or a stock dividend on the Common Shares payable in Common
Shares or subdivisions, consolidations or combinations of the Common
Shares occurring, in any such case, prior to the Separation Time.
If prior to the Separation Time, the Corporation distributes
securities or assets in exchange for Common Shares (other
than regular cash dividends or a dividend paid solely in Common
Shares) whether by dividend, reclassification or otherwise,
the Corporation shall make such adjustments, if any, in the
Exercise Price, number of Rights and otherwise as the Board of
Directors deems appropriate.
If the Corporation elects not to issue fractional Preferred
Shares, the Corporation may (i) evidence such fractional
shares by depositary receipts or (ii) sell such shares and
pay the registered holder the appropriate fraction of price
per share received upon sale.
Preferred Shares
Interests in Preferred Shares purchasable upon exercise of the
Rights will not be redeemable and will not be convertible into any other
class of capital stock. Each Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $10.25 per share but will be
entitled to an aggregate dividend of 100 times the dividend declared per
Common Share. In the event of a liquidation, the holders of the interests
in Preferred Shares will be entitled to a minimum preferential liquidation
payment of $4,100.00 per Preferred Share but will be entitled to an aggregate
payment of 100 times the payment made per Common Share. Each Preferred share
will have 100 votes, voting together with the Common Shares. Finally, in the
event of any merger, consolidation or other transaction in which Common Shares
are exchanged, each Preferred Share will be entitled to receive 100 times the
amount received per Common Share. These rights are protected by customary
antidilution provisions. Because of the nature of the Preferred Shares'
dividend, liquidation and voting rights, the value of the
one one-hundredth interest in a Preferred Share purchasable upon exercise
of each Right should approximate the value of one Common Share. If the
Corporation elects not to issue fractional Preferred Shares, the Corporation
may (i) evidence such fractional shares by depositary receipts or (ii) sell
such shares and pay the registered holder the appropriate fraction of price
per share received upon sale.
Exercise of Rights for Common Stock
Upon the occurrence of a Flip-in Trigger, Rights owned by
the Acquiring Person or any affiliate or associate thereof or
any transferee thereof will automatically become void and,
subject to the Exchange Option summarized below, each other Right will
automatically become a right to buy, for the Exercise Price,
that number of Common Shares or, at the option of the Board of
Directors, Preferred Shares designed to have economic and
voting terms similar to the Common Shares, in either case, having a
market value of twice the Exercise Price. If any person or
group acquires beneficial ownership of 20% or more of the
outstanding Common Shares without any intent to acquire or affect
control of the Corporation, that acquisition will not result in a
Flip-in Trigger if such acquiror immediately enters into an
irrevocable commitment to promptly divest, and thereafter promptly
divests, sufficient Common Shares so that such 20% or greater
beneficial ownership ceases. After a Flip-in Trigger occurs, the
Corporation may not consolidate or merge with, or sell 50%
or more of its assets or earning power to, any person, if the
Corporation's Board of Directors is controlled by the
Acquiring Person, unless proper provision is made so that each Right
would thereafter become a right to buy, for the Exercise Price,
that number of shares of common stock of such other person having
a market value of twice the Exercise Price.
Optional Exchange of Rights
At any time after a Flip-in Trigger occurs and prior to the time
a person or group of persons become the beneficial owner of more than 50%
of the outstanding Common Shares, the Board of Directors of the Corporation
may elect to exchange all of the outstanding Rights (other than Rights owned
by such person or group which have become void), for shares of Common Shares
at an exchange ratio (subject to adjustment) of one Common Share per Right
(the "Exchange Option"). Also at its option, the Board may substitute
interests in Preferred Shares (or shares of a class or series of the
Corporation's preferred stock having equivalent rights, preferences and
privileges) for Common Shares exchangeable for Rights at an initial rate
(subject to adjustment) of one one-hundredth interest in a Preferred Share
(or equivalent preferred share) for each Common Share.
Redemption of Rights
At any time prior to a Flip-in Trigger, the Board of
Directors of the Corporation may redeem the Rights in whole,
but not in part, at a price of $.01 per Right (the "Redemption
Price"). Immediately upon any redemption of the Rights, the
right to exercise the Rights will terminate, and the only
right of the holders of Rights will be to receive the Redemption
Price.
Amendments
The Corporation and the Rights Agent may amend the
Rights Agreement in any respect prior to the occurrence of a
Flip-in Trigger. Thereafter, the Corporation and the Rights Agent
may amend the Rights Agreement in any respect which shall not
materially adversely affect the interests of holders of
Rights generally or to cure an ambiguity or to correct or
supplement any provision which may be inconsistent with any other provision
or otherwise defective.
Rights Prior to Exercise
Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Corporation,
including, without limitation, the right to vote or to
receive dividends.
Documents and Effect of This Summary
A copy of the Rights Agreement specifying the terms
of the Rights (including as Exhibit B the Form of the Rights
Certificate) is filed as an exhibit to this Registration
Statement and is incorporated herein by reference. This
summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights
Agreement.
Amendment to Form 8-A
This Form 8-A/A amends and restates the Form 8-A dated February 14,
1997, filed with the Securities Exchange Commission on February 19, 1997, by the
Corporation.
ITEM 2. EXHIBITS.
The following exhibits are filed as a part of this
Registration Statement:
EXHIBIT NO. DESCRIPTION
99.1 Stockholder Protection Rights Agreement,
dated as of February 13, 1997, between KLLM Transport
Services, Inc. and KeyCorp Shareholder Services, Inc.,
as Rights Agent
99.2 Form of Rights Certificate (included as
Exhibit A to the Stockholder Protection Rights Agreement
filed herein as Exhibit 99. 1)
99.3 Certificate of Designations and Terms of
Participating Preferred Stock (included as Exhibit B to
the Stockholder Protection Rights Agreement filed herein as
Exhibit 99.1)
99.4 Press Release, dated February 13, 1997
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
KLLM TRANSPORT SERVICES,INC.
By:s/James Leon Young
Secretary
Dated February 24, 1997