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. 6)
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.
Carre`re & Dene`gre, 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
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$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: [x]
This Amendment No. 6, which is the final amendment to the Tender Offer
Statement on Schedule TO filed initially 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 amended thereafter on June 23, 2000, June 26, 2000, June
28, 2000, July 7, 2000 and July 12, 2000 by Parent, Purchaser, William J.
Liles, III and Bernard J. Ebbers, relates 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 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.
ITEMS 1, 4 and 11.
Items 1, 4 and 11 are hereby amended and supplemented to add the
following:
On July 19, 2000, Parent announced that the Subsequent Offering Period
for Purchaser's $8.05 per share cash tender offer for all of the
outstanding shares of common stock of the Company expired at 5:00 p.m., New
York City time, on Tuesday, July 18, 2000. Based on the preliminary
information provided by the Depositary, approximately 3,297,869 shares of
KLLM common stock were validly tendered. The tendered shares, together
with the 689,123 shares acquired by High Road Acquisition Corp. from the
Liles family, represent approximately 97% of the outstanding shares of KLLM
common stock.
Pursuant to the Merger Agreement, Parent intends to complete its
acquisition of the Company by means of a merger of Purchaser with and into
the Company. The Company will be the surviving corporation in the Merger,
and Parent will be the sole stockholder of the Company. As a result of
Purchaser obtaining more than 90% of the Shares, Parent is able to effect
the Merger pursuant to Section 253 of the DGCL without prior notice to, or
any action by, any other stockholder of the Company. Upon the closing of
the Merger, stockholders of the Company who did not tender their Shares in
the Offer, other than those who properly assert appraisal rights under
Delaware law, will receive the same price paid during the Offer: $8.05 per
share, net to the seller in cash, without interest. The Merger is expected
to close in July of this year.
ITEM 12. EXHIBITS
(a)(1)(A) Press release issued by Parent dated July 19, 2000.
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of July 19, 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 Amendments No. 1, No. 2, No. 3, No. 4 and No. 5
thereto.
HIGH ROAD ACQUISITION SUBSIDIARY CORP.
By: /S/ WILLIAM J. LILES, III
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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
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William J. Liles, III
/S/ BERNARD J. EBBERS
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Bernard J. Ebbers