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. _________)
KLLM TRANSPORT SERVICES, INC.
(Name of Subject Company (issuer))
HIGH ROAD ACQUISITION CORP.
HIGH ROAD ACQUISITION SUBSIDIARY INC.
(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
Jones Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
201 St. Charles Avenue, Floor 51
New Orleans, Louisiana 70170
(504) 582-8338
(Name, address, and telephone numbers of person authorized to receive notices
and communications on behalf of filing persons)
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$27,485,558 $5,498
*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 Tender Offer Statement on Schedule TO ("Schedule TO") relates to the
offer by High Road Acquisition Subsidiary Corp., a Delaware corporation
("Purchaser"), which corporation is wholly-owned by High Road Acquisition Corp.,
a Delaware corporation ("Parent"), to purchase all of the 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, which are not owned by
Parent or its affiliates or that Parent or its affiliates have the right to
acquire, at a price of $8.05 per Share and subject to the conditions set forth
in the Offer to Purchase dated June 2, 2000 and the related Letter of
Transmittal (which, together with any supplements or amendments, collectively
constitute the "Offer"), copies of which are attached as Exhibits (a)(1)(A)
and (a)(1)(B) hereto, respectively. The item numbers and the responses hereto,
as set forth below, are in accordance with the requirements of Schedule TO and
Schedule 13E-3.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Offer to Purchase under "Summary Term
Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The information set forth in the Offer to Purchase in Section 7
("Information Concerning the Company") is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase under "Introduction"
is incorporated herein by reference.
(c) The information set forth in the Offer to Purchase in Section 5
("Price Range of Shares; Cash Dividends") is incorporated herein by
reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a), (b), and (c) This Statement is being filed by Purchaser and Parent.
The information set forth in the Offer to Purchase in Section 8
("Information Concerning Purchaser and Parent") and in Schedule I to the
Offer to Purchase is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the Offer to Purchase under
"Introduction" and in Section VIII ("Federal Income Tax Consequences"),
Section 1 ("Terms of the Offer; Expiration Date"), Section 2 ("Acceptance
for Payment and Payment for Shares; Subsequent Offering Period"), Section 3
("Procedure for Tendering Shares"), Section 4 ("Withdrawal Rights"),
Section 9 ("The Merger Agreement"), Section 11 ("Conditions of the Offer")
and Section 12 ("Legal Matters and Regulatory Approvals") is incorporated
herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) (1) No transactions with an aggregate value of more than one percent
of the Company's consolidated revenues, other than those described in
paragraphs (b) and (c) of Item 5, have occurred during the past two years
between Parent and Purchaser, or to their knowledge any affiliate of Parent
or Purchaser, on the one hand, and the Company or any of its affiliates
that are not natural persons, on the other hand.
(2) Other than as described in paragraphs (b) and (c) of Item 5, no
transactions or series of similar transactions with an aggregate value of
more than $60,000 have occurred during the past two years between Parent
and Purchaser, or to their knowledge any affiliate of Parent or Purchaser,
on the one hand, and any executive officer, director or affiliate of the
Company that is a natural person, on the other hand.
(b) The information set forth in the Offer to Purchase in Section I
("Background of the Offer; Contacts with the Company"), Section II
("Purpose of, Effects of, Alternatives to, and Reasons for the Offer and
Merger; Plans for the Company"), Section V ("Conflicts of Interest"),
Section 8 ("Information Concerning Purchaser and Parent"), Section 9 ("The
Merger Agreement") and Schedule II is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) The information set forth in the Offer to Purchase under "Introduction"
and in Section I ("Background of the Offer; Contacts with the Company"),
Section II ("Purpose of, Effects of , Alternatives to, and Reasons for the
Offer and Merger; Plans for the Company") and Section 9 ("The Merger
Agreement") is incorporated herein by reference.
(c)(1)-(7) The information set forth in the Offer to Purchase under
"Introduction" and in Section I ("Background of the Offer; Contacts with
the Company"), Section II ("Purpose of, Effects of, Alternatives to, and
Reasons for the Offer and Merger; Plans for the Company") and Section 6
("Effect of the Offer on the Market for Shares; Stock Quotation; Margin
Regulations; Exchange Act Registration") is incorporated herein by
reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a), (b) and (d) The information set forth in the Offer to Purchase under
"Introduction" and in Section 10 ("Source and Amount of Funds") is
incorporated herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) and (b) The information set forth in the Offer to Purchase in Section I
("Background of the Offer; Contacts with the Company"), Section V
("Conflicts of Interest") Section 8 ("Information Concerning Purchaser and
Parent") and in Schedules I and II to the Offer to Purchase is incorporated
herein by reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) The information set forth in the Offer to Purchase in Section 13 ("Fees
and Expenses") is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
(a) and (b) Because the consideration offered consists solely of cash, the
Offer is not subject to any financing condition and the Offer is for all
outstanding Shares, Purchaser and Parent believe the financial condition of
Parent, Purchaser and their affiliates, and pro forma information, is not
material to a decision by a holder of Shares as to whether to sell, tender
or hold Shares pursuant to the Offer.
ITEM 11. ADDITIONAL INFORMATION.
(a)(1) None.
(a)(2) The information set forth in the Offer to Purchase under
"Introduction" and in Section 2 ("Acceptance for Payment and Payment of
Shares") and Section 12 ("Legal Matters and Regulatory Approvals") is
incorporated herein by reference.
(a)(3) The information set forth in the Offer to Purchase in Section 12
("Legal Matters and Regulatory Approvals") is incorporated herein by
reference.
(a)(4) The information set forth in the Offer to Purchase in Section 6
("Effect of the Offer on the Market for Shares; Stock Quotations; Margin
Regulations; Exchange Act Registration") is incorporated herein by
reference.
(a)(5) None.
(b) The information set forth in the Offer to Purchase and the related
Letter of Transmittal, copies of which are filed as Exhibits (a)(1)(A) and
(a)(1)(B) hereto, respectively, is incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(1)(A) Offer to Purchase, dated June 2, 2000.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Form of letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other
Nominees.
(a)(1)(E) Form of letter to clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.
(a)(1)(F) Guidelines for Certification of Taxpayer Identification number on
Substitute Form W-9.
(a)(1)(G) Press release issued by Parent and Purchaser, dated June 2, 2000,
announcing the commencement of the Offer.
(a)(1)(H) Summary Advertisement, dated June 2, 2000.
(a)(2) The Solicitation/Recommendation Statement on Schedule 14D-9 of the
Company is incorporated herein by reference to the Schedule 14D-9 of the
Company filed June 2, 2000.
(b)(1) Form of Subordinated Note between Parent and Mr. Ebbers.
(b)(2) Commitment Letter dated May 25, 2000 among Parent, Purchaser and
Bank of America, N.A.
(d) Agreement and Plan of Merger dated May 25, 2000 by and among Parent,
Purchaser and the Company is incorporated by reference to the exhibit to
the Schedule 14D-9 of the Company filed June 2, 2000.
(g) None.
(h) None.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Item 2. Subject Company Information.
(d) The information in the Offer to Purchase in Section 5 ("Price Range of
Shares; Cash Dividends") is incorporated herein by reference.
(e) Not applicable.
(f) The information in the Offer to Purchaser in Schedule II is
incorporated herein by reference.
Item 4. Terms of the Transaction.
(c) The information in the Offer to Purchase in Section V ("Conflicts of
Interest") is incorporated herein by reference.
(d) The information set forth in the Offer to Purchase in Section VI
("Appraisal Rights") and Schedule III is incorporated herein by reference.
(e) Parent and Purchaser do not intend to grant unaffiliated security
holders of the Company access to the corporate files of the Purchaser or
Parent or provide counsel or appraisal services at their expense to the
unaffiliated security holders of the Company.
(f) Not applicable.
Item 5. Past Contracts, Transactions, Negotiations and Agreements.
(c) The information set forth in the Offer to Purchaser under
"Introduction" and in Section I ("Background of the Offer; Contacts with
the Company") and Section 9 ("The Merger Agreement") is incorporated herein
by reference.
(e) The information set forth in the Offer to Purchase under "Introduction"
and in Section I ("Background of the Offer; Contacts with the Company"),
Section V ("Conflicts of Interest"), Section 9 ("The Merger Agreement") and
Section 10 ("Source and Amount of Funds") is incorporated herein by
reference.
Item 6. Purpose of the Transaction and Plans or Proposals.
(b) The information set forth in the Offer to Purchase in Section II
("Purpose of, Effects of, Alternatives to, and Reasons for the Offer and
Merger; Plans for the Company") and Section 9 ("The Merger Agreement") is
incorporated herein by reference.
(c)(8) The information set forth in the Offer to Purchase in Section 6
("Effect of the Offer on the Market for Shares; Stock Quotation; Margin
Regulations; Exchange Act Regulation") is incorporated herein by reference.
Item 7. Purposes, Alternatives, Reasons and Effects.
(a), (b) and (c) The information set forth in the Offer to Purchaser under
"Introduction" and in Section I ("Background of the Offer; Contacts with
the Company") and Section II ("Purpose of, Effects of, Alternatives to, and
Reasons for the Offer and Merger") is incorporated herein by reference.
(d) The information set forth in Section II ("Purpose of, Effects of,
Alternatives to, and Reasons for the Offer and Merger"), Section VIII
("Federal Income Tax
Consequences"), Section 6 ("Effect of the Offer on the Market for Shares;
Stock Quotation; Margin Regulations; Exchange Act Registration") and
Schedule III is incorporated herein by reference.
Item 8. Fairness of the Transaction.
(a), (b), (c), (d), (e) and (f) The information set forth in the Offer to
Purchase in Section I ("Background of the Offer; Contacts with the
Company"), Section III ("Recommendation of the Special Committee and the
Board of Directors; Fairness of the Offer and Merger") and Section IV
("Position of Parent and Purchaser as to the Fairness of the Offer and
Merger") is incorporated herein by reference.
Item 9. Reports, Opinions, Appraisals and Negotiations.
(a), (b) and (c) The Information set forth in the Offer to Purchase in
Section I ("Background of the Offer; Contacts with the Company"), Section
III ("Recommendation of the Special Committee and the Board of Directors;
Fairness of the Offer and Merger") and Section IV ("Position of Parent and
Purchaser as to the Fairness of the Offer and Merger") is incorporated
herein by reference.
Item 10. Source and Amount of Funds or Other Consideration.
(c) The information set forth in the Offer to Purchase in Section 13 ("Fees
and Expenses") is incorporated herein by reference.
Item 12. The Solicitation or Recommendation.
(d) The information set forth in the Offer to Purchase in Section V
("Conflicts of Interest") and in Section 7 ("Information Concerning the
Company") is incorporated herein by reference.
(e) Except for the positions of the Boards of Directors of the Parent and
Purchaser as set forth in the Offer to Purchaser in Section I ("Background
of the Offer; Contacts with the Company"), Section III ("Recommendation of
the Special Committee and the Board of Directors; Fairness of the Offer and
Merger") and Section IV ("Position of Parent and Purchaser as to the
Fairness of the Offer and the Merger"), Parent and Purchaser are not aware
of any officer, director or affiliate of the Company who has made a
recommendation either in support of or against the Offer.
Item 13. Financial Statements.
(a) (1) The audited financial statements of the Company as of and for the
fiscal years ended January 1, 1999 and December 31, 1999 are incorporated
herein by reference to the
Consolidated Financial Statements of the Company included as Exhibit 13 to
the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1999 filed with the SEC on March 30, 2000.
(2) The unaudited consolidated financial statements of the Company for the
thirteen weeks ended March 31, 2000 and April 2, 1999 are incorporated
herein by reference to Item 1 ("Financial Statements") of Part I of the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
2000 filed with the SEC on May 15, 2000.
(3) The information set forth in the Offer to Purchase in Section 7
("Information Concerning the Company") is incorporated herein by reference.
(4) The information set forth in the Offer to Purchase in Section 7
("Information Concerning the Company") is incorporated herein by reference.
(b) The pro forma financial statements of the Company are not material to
the Offer.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
(b) The information set forth in the Offer to Purchase in Section V
("Conflicts of Interest"), Section 10 ("Source and Amount of Funds "), and
Section 13 ("Fees and Expenses") is incorporated herein by reference.
Item 16. Exhibits.
(c) None.
(f) Statement of Appraisal Rights. The information set forth in the Offer
to Purchase in Section VI ("Appraisal Rights") and Schedule III is
incorporated herein by reference.
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of June 2, 2000 that the information set forth in
this statement is true, complete and correct.
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
EXHIBIT INDEX
No. Description
- --- -----------
(a)(1)(A) Offer to Purchase, dated June 2, 2000.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Form of letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees.
(a)(1)(E) Form of letter to clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(a)(1)(G) Press release issued by Parent and Purchaser, dated June 2,
2000, announcing the commencement of the Offer.
(a)(1)(H) Summary Advertisement, dated June 2, 2000.
(b)(1) Form of Subordinated Note between Parent and Mr. Ebbers.
(b)(2) Commitment Letter dated May 25, 2000 among Parent, Purchaser and
Bank of America, N.A.