UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year Commission file number 0-14759
ended January 3, 1997
KLLM TRANSPORT SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 64-0412551
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
3475 Lakeland Drive
Jackson, Mississippi 39208
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (601) 939-2545
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 Value
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No ____
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K.
Aggregate market value of voting stock held by
nonaffiliates of the registrant as of the close of business on
March 17, 1997: $40,111,833.
The number of shares outstanding of registrant's common
stock as of March 17, 1997: 4,351,922.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference:
Document Part
Annual Report to Shareholders for year ended
January 3, 1997 II
Definitive Proxy Statement for Annual Meeting of
Shareholders to be held April 15, 1997 filed with
the Securities and Exchange Commission pursuant
to Regulation 14A III
Only the portions of KLLM Transport Services, Inc.'s 1996 Annual
Report to Shareholders and Proxy Statement which are expressly incorporated
by reference in this Annual Report on Form 10-K are deemed filed as part of
this report.
KLLM TRANSPORT SERVICES, INC.
FORM 10-K
TABLE OF CONTENTS
PART I PAGE
1.Business........................................................4
2.Properties......................................................6
3.Legal Proceedings...............................................7
4.Submission of Matters to a Vote of
Security Holders...............................................7
PART II
5.Market for Registrant's Common
Equity and Related Stockholder Matters.........................8
7.Management's Discussion and Analysis of
Financial Condition and Results of Operations..................8
8.Financial Statements and Supplementary
Data...........................................................8
9.Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.........................8
PART III
10.Directors and Executive Officers
of the Registrant.............................................8
11.Executive Compensation.........................................9
12.Security Ownership of Certain Beneficial
Owners and Management.........................................9
13.Certain Relationships and Related
Transactions..................................................9
PART IV
14.Exhibits, Financial Statement Schedules and Reports
on Form 8-K...................................................10
PART I
Item 1. Business.
KLLM Transport Services, Inc. (through its
wholly-owned subsidiary, KLLM, Inc., and KLLM, Inc.'s wholly-owned
subsidiaries, KLLM Maintenance, Inc., Gulf Logistics,
Inc., KLLM Contract Logistics, Inc., KLLM Trading Company, and Fresh
International Transportation Services, Inc., hereinafter referred to as
"the Company") is an irregular-route common carrier that specializes in
providing high-quality transportation service in North
America. The Company primarily serves the continental United States,
Canada and Mexico.
The Company, a Delaware corporation, is the successor by merger to KLLM
Distributing, Inc. ("KLLM Distributing"), a Mississippi corporation,
incorporated in 1964. The Company owns all
of the outstanding shares of KLLM, Inc., a Texas corporation, which owns
(either in fee or as lessee) and operates substantially all of the Company's
tractors and trailers and holds all of the operating rights presently
used in the Company's business.
The Company offers transportation services for both temperature-
controlled and dry commodities. It strives to provide dependable and timely
service designed to meet the specialized needs of its customers. The majority
of the Company's revenues, approximately 70%, are in the temperature-
controlled sector. Protective service is provided on commodities
such as food, medical supplies and cosmetics. Service offerings include
over-the-road long haul, regional and intermodal transportation. These
services are provided via: 1) the traditional over-the-road temperature-
controlled freight operations with both Company-operated and owner-operated
equipment, 2) the intermodal, or rail services, operation, which handles
movement of freight in temperature-controlled trailers and containers on flat
cars carried by the rail industry, and 3) the dry-van over-the-road truckload
services, which began May 1, 1995 with the acquisition of substantially all
of the assets of Vernon Sawyer, Inc., a regional dry-van truckload
carrier based in Bastrop, Louisiana. During 1996, the Company
reintegrated the rail operations with the truck operations and closed the
freight brokerage division. The Company is now
structured to comprise three core truckload operations: the Transport
Group, Express Systems; and Vernon Sawyer.
The Company currently owns (or leases) and operates substantially all
of its fleet. On January 3, 1997, the Company's fleet consisted of 1,390
Company-operated tractors and 366 owner-operated tractors, 2,114 temperature-
controlled trailers and 493 dry-van trailers, and 200
temperature-controlled rail containers. Capital resources required by
the Company during 1996 continued to be less significant than in prior years
as the Company continued to maintain the overall size of the fleet by
decreasing Company-owned equipment and increasing owner-operated equipment.
In 1996, the Company-owned fleet decreased by 95 tractors and 36
temperature controlled trailers, net of replacements. Capital
expenditures, net of proceeds from trade-ins during 1996, were approximately
$20,153,000. Net capital expenditures in 1995 were
$8,724,000. Capital resources required by the Company during 1995 were
much less significant primarily because KLLM, Inc., in January 1995, entered
into an operating lease for the majority of its revenue equipment needs for
1995. The payment terms of the operating lease were more
favorable than could have been obtained with financing or capital
leasing. This was not the case for 1996. Net capital expenditures in 1997
are expected to be approximately $11,906,000.
Marketing and Operations
Because the Company specializes in temperature-controlled shipments, it
constantly seeks to increase the percentage of its revenue derived from
freight requiring controlled temperatures because rates on these loads are
generally higher than dry freight (non-temperature-controlled) loads and
result in higher returns on the Company's more expensive
temperature-controlled equipment. For the year ended January 3, 1997,
approximately 70% of the Company's revenues resulted from temperature-
controlled loads. The remaining 30% resulted from dry freight loads that
required special service or that positioned equipment for the
next load. The Company seeks customers who need a number of trucks per
week committed to long hauls and who require dependable service in meeting
scheduling requirements.
The Company's full-time staff of ten (10) salespersons, along with each
division's executive, is responsible for developing new accounts. Once a
customer relationship is established, the primary Company contact is one of
eight (8) area managers. Working from the Company's corporate headquarters
in Jackson, Mississippi, the area managers contact existing
customers to solicit additional business.
The Company has driver terminal operations in Georgia, Texas, Louisiana,
California, Pennsylvania, Indiana, and Mississippi. Maintenance
facilities are located in Mississippi, Georgia, and Texas.
The Company's largest 25, 10 and 5 customers accounted
for approximately 55%, 42%, and 32%, respectively, of its revenue for the
year ended January 3, 1997. During 1996, no one customer accounted for more
than 10% of the Company's revenues.
Maintenance
The Company has a comprehensive preventive maintenance program for its
tractors and trailers, which is carried out at its Jackson, Mississippi,
Dallas, Texas, and Atlanta, Georgia facilities. The Company's policy is to
purchase standardized tractors and trailers manufactured to Company
specifications. Standardization enables the Company to control the
cost of its spare parts inventory and streamline its preventive
maintenance program.
Manufacturers of tractors are required to certify that
new tractors meet federal emissions standards, and the Company receives this
certification on each new tractor it acquires. Environmental protection
measures require the Company to adhere to a fuel and oil spill
prevention plan and to comply with regulations concerning the discharge
of waste oil. The Company believes it is in compliance with all applicable
provisions relating to the protection of the environment. Management does
not anticipate that compliance with these provisions will
have a material effect on the Company's capital expenditures, earnings
or competitive position.
Personnel
Drivers are recruited at all driver terminal
locations. On January 3, 1997, the Company employed 1,636 drivers and had a
total of 2,082 employees. None of the Company's employees is represented by
a collective bargaining unit.
Competition
The Company competes primarily with other long-haul
temperature-controlled truckload carriers and with internal shipping conducted
by existing and potential customers. The Company also competes with other
irregular-route long-haul truckload carriers, and to a lesser
extent, the railroads, for freight loads. Although the increased
competition resulting from a combination of deregulation, weak market demand,
and a shortage of qualified drivers has created some pressure to reduce rates,
the Company competes primarily on the basis of its quality
of service and efficiency.
Trademark
The Company's service mark, the KLLM logo, is registered with the United
States Patent and Trademark Office.
Seasonality
In the freight transportation industry generally, results of operations
show a seasonal pattern because customers reduce shipments during and after
the winter holiday season with its attendant weather variations. The Company's
operating expenses have historically been higher in the winter months primarily
due to decreased fuel efficiency and increased maintenance
costs in colder weather.
Item 2. Properties.
The Company's corporate office is situated on approximately seven acres
of land and contains approximately 20,600 square feet of office space. Most
of the Company's executive and administrative functions, except those that
are driver-related, are housed in the corporate office. The corporate office
is located in Flowood, Mississippi, a suburb of Jackson. In order to
accommodate the growth of the Company, additional space is leased in the
general vicinity of the corporate office for various executive and
administrative functions.
The Company also maintains a facility located in Richland, Mississippi,
a suburb of Jackson, which houses all driver-related executive and
administrative functions, including safety, driver training, maintenance,
and driver recruiting. The Company owns a portion of the
land on which this facility is located. The remainder is owned by
Benjamin C. Lee, Jr. and the Estate of William J. Liles, Jr. The Company
owns all of the improvements, consisting of
approximately 31,200 square feet of office space and approximately
52,000 square feet of equipment repair and maintenance space. The Company
has an option to purchase the Lee and Liles part of the land for $390,257.
Mr. Lee and Mr. Liles' estate are principal shareholders of
the Company and Mr. Lee is Chairman of the Company's Board of Directors.
The Company owns a maintenance and driver terminal
facility near Dallas, Texas. This facility, which consists of approximately
8,000 square feet of office space and 13,700 square feet of equipment repair
and maintenance space, is located on approximately nine acres
of land.
The Company also owns a maintenance and driver terminal operation in
Atlanta, Georgia. This facility, which includes two buildings containing
approximately 5,000 square feet of office space and 20,000 square feet of
maintenance space, is located on approximately eighteen acres of land.
Additionally, with the purchase of substantially all of the assets of
Vernon Sawyer, Inc., effective May 1, 1995, the Company acquired 19.715 acres
of land with all improvements thereon. The facilities located thereon
include approximately 8,054 square feet of office space and 36,484 square
feet of maintenance space.
The remaining driver terminal facilities are leased by
the Company pursuant to various short-term leases.
Item 3. Legal Proceedings.
The Company is involved in various claims and routine litigation
incidental to its business. Although the amount of ultimate liability, if
any, with respect to these matters cannot be determined, management believes
that these matters will not have a materially adverse effect
on the Company's consolidated financial position.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.
"Market and Dividend Information" on page 7 of the
Company's 1996 Annual Report to Shareholders is incorporated herein by
reference in response to this item.
Item 6. Selected Financial Data.
"Selected Financial and Operating Data" on page 6 of
the Company's 1996 Annual Report to Shareholders is incorporated herein by
reference in response to this item.
Item 7. Management's Discussion and Analysis of Results of
Operations and Financial Condition.
"Management's Discussion and Analysis of Results of Operations
and Financial Condition" on pages 8-11 of the Company's 1996 Annual Report to
Shareholders is incorporated herein by reference in response to this item.
Item 8. Financial Statements and Supplementary Data.
The Report of Independent Auditors and the
consolidated financial statements included on pages 12-23 of the Company's
1996 Annual Report to Shareholders are incorporated herein by reference in
response to this item.
"Selected Quarterly Data (Unaudited)" on page 7 of the
Company's 1996 Annual Report to Shareholders is incorporated herein by
reference in response to this item.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information under the caption, "Election of
Directors--Nominees for Director," of the Company's definitive proxy statement
for its scheduled April 15, 1997 Annual Meeting of Shareholders filed with the
Securities and Exchange Commission
pursuant to Regulation 14A, is incorporated
herein by reference in response to this item.
The information under the caption, "Election of
Directors--Management," of the Company's definitive proxy statement for its
scheduled April 15, 1997 Annual Meeting of Shareholders filed with the
Securities and Exchange Commission pursuant to Regulation 14A, is
incorporated herein by reference in response to this item.
The information under the caption, "Section 16(a) Beneficial
Ownership Reporting Compliance" of the Company's definitive proxy statement
for its scheduled April 15, 1997 Annual Meeting of Shareholders filed with
the Securities and Exchange Commission pursuant to Regulation 14A, is
incorporated herein by reference in response to this item.
Item 11. Executive Compensation.
The information under the captions, "Executive
Compensation; Director Compensation; Compensation Committee Report on
Executive Compensation; Compensation Committee Interlocks and Insider
Participation; Stock Option Plan; Employee Stock Purchase
Plan ("ESPP") and Performance Graph" of the Company's definitive proxy
statement for its scheduled April 15, 1997 Annual Meeting of Shareholders
filed with the Securities Exchange Commission pursuant to Regulation 14A, is
incorporated herein by reference in response to this item.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
The information under the caption "Election of
Directors--Stock Ownership," of the Company's definitive proxy statement for
its scheduled April 15, 1997 Annual Meeting of Shareholders filed with the
Securities and Exchange Commission pursuant to Regulation 14A, is
incorporated herein by reference in response to this item.
Item 13. Certain Relationships and Related Transactions.
The information contained in the section titled
"Certain Transactions" on page 5 of the Company's definitive proxy statement
for its scheduled April 15, 1997 Annual Meeting of
Shareholders filed with the Securities and Exchange Commission pursuant
to Regulation 14A, is incorporated herein by reference in response to this
item.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K.
a. The following documents are filed, as part of
this report or incorporated by reference herein:
1. Financial Statements
The following consolidated financial
statements of the Company and its subsidiaries, included in the
Company's Annual Report, are incorporated by reference in Item 8:
Consolidated Balance Sheets--December 29, 1995 and
January 3, 1997.
Consolidated Statements of Operations--Years ended
December 30, 1994, December 29, 1995 and
January 3, 1997.
Consolidated Statements of Stockholders' Equity--Years
ended December 30, 1994, December 29, 1995 and
January 3, 1997.
Consolidated Statements of Cash Flows--Years ended
December 30, 1994, December 29, 1995 and
January 3, 1997.
Notes to Consolidated Financial Statements
2. Financial Statement Schedules
The following consolidated financial
statement schedule is included in Item 14(d):
Schedule II - Valuation and Qualifying Accounts.
All other schedules for which provision is
made in the applicable accounting regulations of the
Securities and Exchange Commission are not required under
the related instructions or are inapplicable,
and therefore have been omitted.
3. Listing of Exhibits
(i) Exhibits filed pursuant to Item 601 of
Regulation S-K
Exhibit Number Description
3.1 Bylaws of Registrant 1
3.2 Certificate of Incorporation (as amended) 2
10.1 Amended & Restated Stock Option Plan 3
10.2 KLLM, Inc. Retirement Plan and Trust (as
amended) 4
10.3 1986 Lease with Mr. Lee and Mr. Liles
Covering Corporate Headquarters 1
10.4 Employee Stock Purchase Plan (as
amended) 5
10.5 Options granted to Mr. Young and Dr.
Neely 6
- ----------------------
1 Incorporated herein by reference to Registrant's Registration Statement
on Form S-1 as filed on July 2, 1986 (Registration No. 33-5881,
File No. 0-14759).
2 Incorporated herein by reference to Registrant's Annual Report on Form
10-K for the year ended January 1, 1989 (File No. 0-14759).
3 Incorporated herein by reference to Registrant's Annual Report on Form
10-K for the year ended December 31, 1989 (File No. 0-14759).
4 Incorporated herein by reference to Registrant's Annual Report on Form
10-K for the year ended December 31, 1991 (File No. 0-14759).
5 Incorporated herein by reference from Fourth Post-Effective Amendment
to Registration Statement on Form S-8 as filed on November 30, 1990
(Registration No. 33-14545).
6 Incorporated herein by reference to Registrant's Annual Report on Form
10-K for the year ended December 31, 1987 (File No. 0-14759).
Exhibit Number Description
10.6 First Amendment to Options granted to
Mr. Young and Dr. Neely 7
10.7 KLLM, Inc. Cafeteria Plan 7
10.8 KLLM Maintenance, Inc. Retirement Plan
and Trust Agreement 7
10.9 Option to purchase real property on which
terminal facility is located from Messrs.
Liles and Lee 4
10.10 Stock Purchase Agreement by and between KLLM,
Inc. and Fresh International Corp. 8
10.11 Revolving Credit Agreement by and
among KLLM, Inc., NationsBank
of Georgia, National Association,
The First National Bank of Chicago,
Deposit Guaranty National Bank,
and ABN Amro Bank, N.V. 8
10.12 Employment Agreement between
KLLM Transport Services, Inc.
and Steven K. Bevilaqua 9
10.13 Options granted to Steven K.
Bevilaqua 9
10.14 Asset Purchase Agreement by and
among Vernon Sawyer, Inc. and
Vernon and Nancy Sawyer as Sellers
and KLLM, Inc. as Purchaser (schedules
furnished upon request) 9
- --------------------
7 Incorporated herein by reference to
Registrant's Annual Report on Form 10-K for the year ended December 31, 1990
(File No. 0-14759).
8 Incorporated herein by reference to Registrant's Annual Report
on Form 10-K for the year ended December 30, 1994 (File No. 0-14759).
9 Incorporated herein by reference to Registrant's Annual
Report on Form 10-K for the year ended December 29, 1995 (File No. 0-14759).
Exhibit Number Description
10.15 1996 Stock Option Plan
10.16 Amended and Restated 1996 Stock
Purchase Plan
13 1996 Annual Report (only portions
incorporated by reference are deemed
filed)
21 List of Subsidiaries of
the Registrant 8
23 Consent of Ernst & Young LLP
27 Financial Data Schedule
(b) Reports on Form 8-K filed in the fourth quarter of 1996:
None
(c) Exhibits--The response to this portion of Item 14 is
submitted as a separate section of this report.
(d) Financial Statements Schedules--The response to this
portion of Item 14 is submitted as a separate section of this report.
INFORMATION REGARDING THE COMPANY'S EMPLOYEE STOCK PURCHASE PLAN and
THE COMPANY'S 1996 STOCK PURCHASE PLAN INCLUDED PURSUANT TO RULE 15d-21.
1. Full title of the Plans:
KLLM Transport Services, Inc. Employee Stock Purchase Plan
KLLM Transport Services, Inc. 1996 Stock Purchase Plan
2. Name of issuer of the securities held
pursuant to the Plans and the address of its principal executive office:
KLLM Transport Services, Inc.
3475 Lakeland Drive
Jackson, Mississippi 39208
3. Financial Statements and Exhibits
Not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this annual
report to be signed on its behalf by the undersigned thereunto
duly authorized.
KLLM TRANSPORT SERVICES, INC.
Date: March 31, 1997 By: /s/ Steven K. Bevilaqua
Steven K. Bevilaqua
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date: March 31, 1997 /s/ Benjamin C. Lee, Jr.
Benjamin C. Lee, Jr.
Chairman of the Board of Directors
Date: March 31, 1997 /s/ Steven K. Bevilaqua
Steven K. Bevilaqua
President, Chief Executive Officer and
Director
Date: March 31, 1997 /s/ James Leon Young
James Leon Young
Secretary and Director
Date: March 31, 1997 /s/ Walter P. Neely
Walter P. Neely
Director
Date: March 31, 1997 /s/ Leland R. Speed
Leland R. Speed
Director
Date:
C. Tom Clowe, Jr.
Director
Date: March 31, 1997 /s/ Steven L. Dutro
Steven L. Dutro
Vice President-Finance and
Acting Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Board of Directors, administrators of the KLLM Transport Services, Inc.
Employee Stock Purchase Plan and the KLLM Transport Services, Inc. 1996 Stock
Purchase Plan, have duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
KLLM TRANSPORT SERVICES, INC. EMPLOYEE
STOCK PURCHASE PLAN
and
KLLM TRANSPORT SERVICES, INC. 1996 STOCK
PURCHASE PLAN
Date: March 31, 1997 By: /s/ Steven K. Bevilaqua
Steven K. Bevilaqua
President, Chief Executive Officer
and Director
ITEM 14(a)(2) and (c)
FINANCIAL STATEMENT SCHEDULES
KLLM TRANSPORT SERVICES, INC. and SUBSIDIARIES
SCHEDULE II - VALUATION and QUALIFYING ACCOUNTS
Years Ended December 30, 1994, December 29, 1995, and January 3, 1997
BALANCE AT CHARGED TO WRITE-OFF BALANCE AT
BEGINNING COST AND OF END
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS OF PERIOD
(In Thousands)
Accounts Receivable Allowance:
Year ended December 30, 1994 $145 $ 954 $952 $147
Year ended December 29, 1995 $147 $1,239 $907 $479
Year ended January 3, 1997 $479 $ 520 $317 $682
EXHIBIT INDEX
Exhibit Number Description Page
3.1 Bylaws of Registrant 1
3.2 Certificate of Incorporation
(as amended) 2
10.1 Amended and Restated Stock
Option Plan 3
10.2 KLLM, Inc. Retirement Plan and
Trust (as amended) 4
10.3 1986 Lease with Mr. Lee and
Mr. Liles Covering Corporate
Headquarters 1
10.4 Employee Stock Purchase
Plan (as amended) 5
10.5 Options granted to Mr. Young
and Dr. Neely 6
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1 Incorporated herein by reference to Registrant's Registration
Statement on Form S-1 as filed on July 2, 1986
(Registration No. 33-5881, File No. 0-14759).
2 Incorporated herein by reference to Registrant's Annual Report
on Form 10-K for the year ended January 1, 1989
(File No. 0-14759).
3 Incorporated herein by reference to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1989
(File No. 0-14759).
4 Incorporated herein by reference to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1991
(File No. 0-14759).
5 Incorporated herein by reference from Fourth Post-Effective
Amendment to Registration Statement on Form S-8 as filed
on November 30, 1990 (Registration No. 33-14545).
6 Incorporated herein by reference to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1987
(File No. 0-14759).
EXHIBIT INDEX
Exhibit Number Description Page
10.6 First Amendment to Options granted
to Mr. Young and Dr. Neely 7
10.7 KLLM, Inc. Cafeteria Plan 7
10.8 KLLM Maintenance, Inc. Retirement
Plan and Trust Agreement 7
10.9 Option to purchase real property
on which terminal facility
is located from Messrs. Liles
and Lee 4
10.10 Stock Purchase Agreement by and
between KLLM, Inc. and Fresh
International Corp. 8
10.11 Revolving Credit Agreement by and
among KLLM, Inc., NationsBank of
Georgia, National Association,
The First National Bank of Chicago,
Deposit Guaranty National Bank,
and ABN Amro Bank, N. V. 8
10.12 Employment Agreement between KLLM
Transport Services, Inc.
Steven K. Bevilaqua 9
10.13 Options granted to Steven K. Bevilaqua 9
Agreement by and among Vernon
Sawyer, Inc. and Vernon and
Nancy Sawyer as Sellers and KLLM,
10.14 Asset Purchase Agreement by and among
Vernon Sawyer, Inc. and Vernon and
Nancy Sawyer as Sellers and KLLM, Inc.
as Purchaser (schedules furnished
upon request) 9
- -----------------
7 Incorporated herein by reference to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1990
(File No. 0-14759).
8 Incorporated herein by reference to Registrant's Annual Report
on Form 10-K for the year ended December 30, 1994
(File No. 0-14759).
9 Incorporated herein by reference to Registrant's Annual Report on
Form 10-K for the year ended December 29, 1995
(File No. 0-14759).
EXHIBIT INDEX
Exhibit Number Description Page
10.15 1996 Stock Option Plan
10.16 Amended and Restated 1996 Stock Purchase Plan
13 1996 Annual Report (Only portions
incorporated by reference are
deemed filed)
21 List of Subsidiaries of the Registrant 8
23 Consent of Ernst & Young LLP
27 Financial Data Schedule