-----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, KGE+HszkjDTnzLLQvp8EAbhcswJhQtM2S4reCQPYL4OEg37sd232uv9HwUP/lpMs KaLhuqfomyWcULqbjIsRqg== /in/edgar/work/20000526/0000912057-00-026556/0000912057-00-026556.txt : 20000919 0000912057-00-026556.hdr.sgml : 20000919 ACCESSION NUMBER: 0000912057-00-026556 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000526 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KLLM TRANSPORT SERVICES INC CENTRAL INDEX KEY: 0000793765 STANDARD INDUSTRIAL CLASSIFICATION: [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: 644660 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: [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. 4) 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. 4 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 7 Press Release issued by the Company, dated May 26, 2000, announcing that the Company had entered into a definitive merger agreement with Liles Group under which the Liles Group would 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 26, 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-7 2 EXHIBIT 7 EXHIBIT 7 Contact: Leland Speed Chairman of the Special Committee of the Board of Directors (601) 354-3555 KLLM ANNOUNCES DEFINITIVE MERGER AGREEMENT JACKSON, Miss. (May 26, 2000)--The Board of Directors of KLLM Transport Services, Inc. (Nasdaq: KLLM) announced today that KLLM has entered into a definitive merger agreement with High Road Acquisition Corp, a company formed by Jack Liles, KLLM's president, and Bernard Ebbers. Under the definitive agreement, a subsidiary of High Road will commence, within 5 business days, a cash tender offer to purchase all of the outstanding shares of KLLM common stock at a price of $8.05 per share. The tender offer will be contingent on receiving at least a majority of the outstanding shares on a fully diluted basis and on other customary conditions. Following the tender offer, any outstanding KLLM shares would be acquired in a merger of the subsidiary of High Road and KLLM, in which the remaining KLLM stockholders would also receive $8.05 per share. Messrs. Liles and Ebbers had previously withdrawn a bid to acquire KLLM but submitted their revised bid to the Special Committee of the Board of Directors on May 25, 2000. In light of entering into the definitive agreement, the Special Committee of the Board of Directors of KLLM reaffirms its recommendation that the stockholders of KLLM should reject the offer to purchase all of KLLM's outstanding common stock for $7.75 per share made by Low Acquisition Corp. on April 12, 2000, and that KLLM's stockholders not tender their shares of KLLM common stock in Low Acquisition's offer. 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. THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES OF KLLM. AT THE TIME THE OFFER IS COMMENCED, HIGH ROAD WILL FILE A TENDER OFFER STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND KLLM WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE OFFER. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT AND ANY AMENDMENTS THAT MAY BE FILED SHOULD BE READ CAREFULLY BY KLLM STOCKHOLDERS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER DOCUMENTS, AS WELL AS THE SOLICITATION/RECOMMENDATION STATEMENT, WILL BE MADE AVAILABLE TO ALL STOCKHOLDERS OF KLLM, AT NO EXPENSE TO THEM, THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND ALL OTHER OFFER DOCUMENTS FILED WITH THE COMMISSION) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL ALSO BE AVAILABLE AT NO CHARGE AT THE COMMISSION'S WEBSITE AT WWW.SEC.GOV. KLLM TRANSPORT SERVICES, INC. Post Office Box 6098 - Jackson, Mississippi 39288 - (606) 939-2545 -----END PRIVACY-ENHANCED MESSAGE-----