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. 2)
KLLM TRANSPORT SERVICES, INC.
(Name of Subject Company (issuer))
HIGH ROAD ACQUISITION CORP.
HIGH ROAD ACQUISITION SUBSIDIARY CORP.
WILLIAM J. LILES, III
BERNARD J. EBBERS
(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 Charles P. Adams, Jr.
Jones, Walker, Waechter, Poitevent, Adams & Reese, L.L.P.
Carrere & Denegre, L.L.P. 111 E. Capitol Street
201 St. Charles Avenue, Floor 51 Suite 350
New Orleans, Louisiana 70170 Jackson, Mississippi 39201
(504) 582-8338 (601) 292-0720
(Name, address, and telephone numbers of persons authorized to receive
notices and communications on behalf of filing persons)
CALCULATION OF FILING FEE
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| TRANSACTION VALUATION* | AMOUNT OF FILING FEE |
- --------------------------------------------------------------------------
| $27,485,558 | $5,398 |
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*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 Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule TO filed with the Securities and Exchange Commission (the
"SEC") on June 2, 2000, by High Road Acquisition Corp., a Delaware
corporation ("Parent"), and High Road Acquisition Subsidiary Corp., a
Delaware corporation and wholly-owned subsidiary of Parent ("Purchaser")
and the Amendment No. 1 to the Schedule TO filed with the SEC on June 23,
2000, by Parent, Purchaser, William J. Liles, III and Bernard J. Ebbers.
The Schedule TO and the Amendment No.1 relate to a tender offer by
Purchaser to purchase all 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, at a price of
$8.05 per Share and subject to the conditions set forth in the
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Offer to Purchase dated June 2, 2000, as amended, and the related Letter of
Transmittal (which, together with any supplements or amendments,
collectively constitute the "Offer"), copies of which were attached as
Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO.
ITEM 1. SUMMARY TERM SHEET
Q. How long do I have to decide whether to tender in the offer?
The information set forth in the Offer to Purchase in the Summary Term
Sheet under this question is hereby amended and supplemented by deleting
the response corresponding to this question and replacing it with the
following:
The offer, which was scheduled to expire 12:00 midnight, New York
City time, on June 29, 2000, has been extended. As a result, you have
until 12:00 midnight, New York City time, on July 6, 2000 to tender
your shares in the offer, unless the offer is extended again pursuant
to the merger agreement. See Section 1.
Q. Can the offer be extended and under what circumstances?
The information set forth in the Offer to Purchase in the Summary Term
Sheet under this question is hereby amended and supplemented by deleting
the response corresponding to this question and replacing it with the
following:
We have agreed that if we do not close the tender offer on July
6, 2000 due to a failure of a condition to the closing of the tender
offer (other than the condition that the Company's board of directors
shall have not withdrawn their recommendation of the tender offer), we
will extend the offer again until two business days after the
condition is met, but no later than August 1, 2000. We will not be
required to extend the offer again, however, if the condition is not
reasonably capable of being met by August 1, 2000. See Section 1.
ITEM 4. TERMS OF THE TRANSACTION
(a) The information set forth in the Offer to Purchase is hereby
amended by deleting the last sentence of the first paragraph of Section 1
("Terms of the Offer; Expiration Date") in its entirety and replacing it
with the following:
Purchaser has extended the period during which the Offer is open
from 12:00 Midnight, New York City time, on June 29, 2000, until 12:00
Midnight, New York City time, on July 6, 2000. As a result, the term
"Expiration Date" means 12:00 Midnight, New York City time, on July 6,
2000, unless and until Purchaser, in its sole discretion (but subject
to the terms and conditions of the Merger Agreement), shall have
extended the period during which the Offer is open, in which event the
term "Expiration Date" shall mean the latest time and date at which
the Offer, as so extended by Purchaser, shall expire.
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ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Item 9. Reports, Opinions, Appraisals and Negotiations.
(a), (b) and (c) The information set forth in the Offer to
Purchase is hereby amended and supplemented by adding the
following section after Section VIII ("Federal Income Tax
Consequences"):
IX. CERTAIN APPRAISALS.
As described in Section IV, the Bank of America, N.A.
retained an appraiser, MB Valuation Services, Inc. (the
"Appraiser"), to appraise the Company's trucks and trailers
in connection with the refinancing of the Company's
revolving credit facility. The appraisal indicated an
orderly liquidation value (the "Orderly Liquidation Value
Appraisal") as of March 30, 2000 of $85.2 million and a fair
market value (the "Fair Market Value Appraisal") as of March
30, 2000 of $103.9 million. The Orderly Liquidation Value
Appraisal is attached hereto as Exhibit (c)(1), and the Fair
Market Value Appraisal is attached hereto as Exhibit (c)(2).
The Bank of America, N.A. commissioned the Appraiser to
perform the Orderly Liquidation Value Appraisal and the Fair
Market Value Appraisal. As a result, Parent, Purchaser, and
Messrs. Liles and Ebbers do not know the Bank of America's
method of selection of the Appraiser or the qualifications
of the Appraiser to perform the appraisals. Each of the
appraisals state, however, that the appraisal is in
compliance with the Uniform Standards of Professional
Appraisal as of January 1, 2000, and prepared in conformity
with the Principles of Appraisal Practice and Code of Ethics
of the American Society of Appraisers.
Parent, Purchaser and Messrs. Liles and Ebbers are not
aware of any material relationship that has existed during
the past two years or is mutually understood to be
contemplated between the Appraiser or any of its affiliates
and the Company or any of its affiliates. Parent, Purchaser
and Messrs. Liles and Ebbers did not give any instructions
to or impose any limitations on the scope of the appraisal.
The Orderly Liquidation Value Appraisal states that the
Bank of America, N.A. requested that an orderly liquidation
value concept be used to appraise the Company's
trucks and trailers. The "Orderly Liquidation Value
Concept" is defined as "the estimated amount expressed in
terms of money which could be typically realized from
a sale, given a reasonable period of time to find a
purchaser(s), the seller being compelled to sell on an as is-
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where-is basis." The appraisal states that this concept
assumes a "Forced Sale" with only a limited time for market
exposure and has no "willing seller" assumptions, and
takes into consideration the physical condition, quality,
difficulty and cost of removal, and overall psychological
appeal of the assets. The appraisal states that in
estimating the orderly liquidation value, the Appraiser
considered the following approaches in arriving at
indicators of value: (1) the cost approach, (2) the market
comparison approach, (3) a direct sales comparison and (4)
the income approach. The appraisal states that personal
inspection of specific assets was made.
The Fair Market Value Appraisal states that the purpose
of the appraisal is to estimate the fair market value of the
Company's trucks and trailers. The appraisal states that
the "Fair Market Value Concept" is defined as "the estimated
amount expressed in terms of money that may reasonably be
expected for an item of property between a willing buyer and
a willing seller with equity to both, neither under
compulsion to buy or sell and both fully aware of all
relevant facts." The appraisal states that in estimating
the fair market value, the appraiser considered the
following approaches in arriving at indicators of value: (1)
the cost approach, (2) the sales comparison approach and (3)
the income approach. The appraisal provides that the values
reflected therein are based primarily upon one or a
combination of the preceding methods with heavier emphasis
on the market comparison approach, when sufficient data was
available. The appraisal states that personal inspection of
specific assets was made.
The appraisals were not prepared with a view to public
disclosure or reliance by the Company's stockholders in
making a decision in connection with the Offer or the Merger
or in making any other investment decision. The appraisals
state that use of the report by persons other than the Bank
of America, N.A. should be done so with the understanding
that no guarantees have been made by the Appraiser to the
Bank of America, N.A. The inclusion of the appraisals should
not be regarded as an indication that Messrs. Liles or
Ebbers, Parent or Purchaser considered or consider the
appraisals to be a reliable prediction of future events.
Therefore, the Company's stockholders are cautioned not to
rely upon the appraisals.
The appraisals will be made available for inspection
and copying at the principal executive offices of Parent
during its regular business hours by any interested equity
security holder of the Company or representative who has
been so designated in writing.
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Item 16. Exhibits.
99.(a)(1)(A) Press release issued by Parent, Purchaser and Messrs.
Liles and Ebbers, dated June 23, 2000.
99.(c)(1) Orderly Liquidation Value Appraisal of the Company's
trucks and trailers, dated April 14, 2000.
99.(c)(2) Fair Market Value Appraisal of the Company's trucks and
trailers, dated April 17, 2000.
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SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of June 23, 2000 that the information set
forth in this statement is true, complete and correct. William J. Liles,
III and Bernard J. Ebbers hereby adopt as their own disclosures the
disclosures made by Parent and Purchaser herein and in the Schedule TO
filed June 2, 2000 and Amendment No. 1 thereto.
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
/S/ WILLIAM J. LILES, III
- -------------------------------
William J. Liles, III
/S/ BERNARD J. EBBERS
- -------------------------------
Bernard J. Ebbers
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