-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UitgeKG8E85sZe3NeAb31OAT0UnSEVW6KHmoHZy8xxOBT2u78sbQ2NYp2f93jkiG DuD9O6nosvUZsJwCwUYjsg== 0000912057-00-026081.txt : 20000524 0000912057-00-026081.hdr.sgml : 20000524 ACCESSION NUMBER: 0000912057-00-026081 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000523 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KLLM TRANSPORT SERVICES INC CENTRAL INDEX KEY: 0000793765 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 640412551 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: SEC FILE NUMBER: 005-38140 FILM NUMBER: 642356 BUSINESS ADDRESS: STREET 1: 135 RIVERVIEW DR CITY: RICHLAND STATE: MS ZIP: 39218 BUSINESS PHONE: 6019392545 MAIL ADDRESS: STREET 1: P.O.BOX 6098 CITY: JACKSON STATE: MS ZIP: 39288 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KLLM TRANSPORT SERVICES INC CENTRAL INDEX KEY: 0000793765 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 640412551 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 135 RIVERVIEW DR CITY: RICHLAND STATE: MS ZIP: 39218 BUSINESS PHONE: 6019392545 MAIL ADDRESS: STREET 1: P.O.BOX 6098 CITY: JACKSON STATE: MS ZIP: 39288 SC 14D9/A 1 SC 14/D9A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-9 (RULE 14D-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) KLLM TRANSPORT SERVICES, INC. (Name of Subject Company) KLLM TRANSPORT SERVICES, INC. (Name of Person(s) Filing Statement) COMMON STOCK, PAR VALUE $1.00 PER SHARE (Title of Class of Securities) 482498102 (CUSIP Number of Class of Securities) ------------------------ LELAND R. SPEED CHAIRMAN OF THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS KLLM TRANSPORT SERVICES, INC. 135 RIVERVIEW DRIVE RICHLAND, MISSISSIPPI 39218 (601) 939-2545 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) WITH COPIES TO: SIDNEY J. NURKIN, ESQ. ALSTON & BIRD LLP ONE ATLANTIC CENTER 1201 WEST PEACHTREE STREET ATLANTA, GEORGIA 30309 (404) 881-7000 / / Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 3 amends and supplements the solicitation/recommendation statement on Schedule 14D-9 filed with the U.S. Securities and Exchange Commission (the "Commission") on April 26, 2000 (the "Schedule 14D-9"), by KLLM Transport Services, Inc., a Delaware corporation (the "Company"), in relation to the unsolicited tender offer made by Low Acquisition, Inc., a Delaware corporation ("Low Acquisition"), which is wholly-owned by Robert E. Low, an individual residing in Springfield, Missouri ("Low"), disclosed in a Tender Offer Statement on Schedule TO filed with the Commission on April 12, 2000 (the "Schedule TO"). According to the Schedule TO, Low Acquisition is offering to purchase all of the outstanding shares of Common Stock not owned by it or its affiliates at a purchase price of $7.75 per share, net to the seller in cash, without interest thereon, less applicable withholding taxes, if any, (the "Offer Price") and upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 12, 2000 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with the Offer to Purchase, constitutes the "$7.75 Per Share Offer"). ITEM 9. EXHIBITS. Item 9 is hereby supplemented and amended by adding the following: Exhibit 6 Press Release issued by the Company, dated May 22, 2000, announcing that the Liles Group withdrew its offer to acquire all of the Company's outstanding capital stock. 2 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 22, 2000 KLLM TRANSPORT SERVICES, INC. By: /s/ LELAND R. SPEED --------------------------------------- Leland R. Speed, Chairman of the Special Committee of the Board of Directors
3 EX-5 2 EXHIBIT 5 EXHIBIT 6 Contact: Leland Speed Chairman of the Special Committee of the Board of Directors (601) 354-3555 SPECIAL COMMITTEE REPORTS ON STATUS OF NEGOTIATIONS JACKSON, Miss. (May 22, 2000)--The Special Committee of the Board of Directors of KLLM Transport Services, Inc. (Nasdaq: KLLM) announced today that a group headed by Mr. Jack Liles, the Company's president, has withdrawn its bid to acquire the Company. The Special Committee continues in its efforts to seek a transaction with Low Acquisition Corporation that could be supported by the Company's Board of Directors or to seek other alternatives for enhancing the value of the Company. KLLM is an irregular-route truckload carrier, specializing in providing high quality transportation services in North America. Operations include over-the-road long- and regional-haul transportation services for both temperature-controlled and dry commodities. Investors are urged to read the original solicitation/recommendation statement and any amendments that may be filed by KLLM because the documents contain important information. Each of these documents has been or will be filed with the SEC, and investors may obtain a free copy of them at the SEC's Internet web site at http://www.sec.gov. These documents may also be obtained free from KLLM by directing such requests to KLLM Transport Services, Inc., Investor Relations, 135 Riverview Drive, Richland, Mississippi 39218. KLLM TRANSPORT SERVICES, INC. Post Office Box 6098 - Jackson, Mississippi 39288 - (606) 939-2545 -----END PRIVACY-ENHANCED MESSAGE-----