-----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, GwH7XQ+cdMl5oQ+29EWuLXIcWhkvStODOPmOAAQ3S+G6tnIkxrmi4Jv9tqNKEJHz G4T/pEEDSlYThpKMFBk6FA== 0000950144-00-005046.txt : 20000417 0000950144-00-005046.hdr.sgml : 20000417 ACCESSION NUMBER: 0000950144-00-005046 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000414 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000414 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 000-14759 FILM NUMBER: 601936 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 8-K 1 KLLM TRANSPORT SERVICES, INC. 1 ======================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM 8-K ------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): APRIL 14, 2000 KLLM TRANSPORT SERVICES, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-14759 64-0412551 (State or other jurisdiction (Commission File Number) (IRS Employer Identification No.) of incorporation)
135 RIVERVIEW DRIVE RICHLAND, MISSISSIPPI 39218 (Address of Principal Executive Offices) (601) 939-2545 (Registrant's telephone number, including area code) Page 1 of 4 Index to Exhibits on Page 4 ================================================================================ 2 ITEM 5. OTHER EVENTS. A tender offer for KLLM Transport Services, Inc., a Delaware corporation (the "Company"), was commenced on April 12, 2000 by Low Acquisition, Inc., a Delaware corporation (the "Bidder"), which is wholly-owned by Robert E. Low, an individual residing in Springfield, Missouri, pursuant to which the Bidder has offered to purchase all of the outstanding shares of Common Stock, par value $1.00 per share, of the Company (including the associated preferred stock purchase rights of the Company) not owned by the Bidder or its affiliates at a price of $7.75 per share upon the terms and subject to the conditions in the Bidder's Offer to Purchase (the "Tender Offer"). On April 14, 2000, the Company issued a press release and sent letters to its stockholders pursuant to Rule 14d-9(f) of the Securities Exchange Act of 1934, as amended, asking them to defer from making a determination whether to accept or reject the Tender Offer until the Company advises them of its position with respect to the Tender Offer. The press release issued by the Company to its stockholders is filed herewith as Exhibit 99.1. The letter sent by the Company to its stockholders is filed herewith as Exhibit 99.2. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Exhibits
Exhibit No. Description ----------- ----------- 99.1 Press Release of the Company dated April 14, 2000 99.2 Letter to Stockholders dated April 14, 2000
2 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. KLLM TRANSPORT SERVICES, INC. (Registrant) Date: April 14, 2000 By /s/ Leland Speed ----------------------------------------- Leland Speed Chairman of the Special Committee of the Board of Directors 3 4 INDEX TO EXHIBITS Exhibit - ------- 99.1 Press Release of the Company dated April 14, 2000 99.2 Letter to Stockholders dated April 14, 2000 EX-99.1 2 PRESS RELEASE OF THE COMPANY DATED APRIL 14, 2000 1 EXHIBIT 99.1 Press Release of the Company dated April 14, 2000 2 April 14, 2000 STOP, LOOK AND LISTEN COMMUNICATION Attention all stockholders of KLLM Transport Services, Inc.: A tender offer for KLLM Transport Services, Inc., a Delaware corporation (the "Company"), was commenced on April 12, 2000 by Low Acquisition, Inc., a Delaware corporation (the "Bidder"), which is wholly-owned by Robert E. Low, an individual residing in Springfield, Missouri, pursuant to which the Bidder has offered to purchase all of the outstanding shares of Common Stock, par value $1.00 per share, of the Company (including the associated preferred stock purchase rights of the Company) not owned by the Bidder or its affiliates at a price of $7.75 per share upon the terms and subject to the conditions in the Bidder's Offer to Purchase (the "Tender Offer"). The Tender Offer is under consideration by the Company, acting through a Special Committee of the Board of Directors comprised of independent directors of the Company. On or before April 27, 2000, the Company will advise you of: 1. Whether the Company (a) recommends acceptance or rejection of the Tender Offer; (b) expresses no opinion and remains neutral toward the Tender Offer; or (c) is unable to take a position with respect to the Tender Offer; and 2. The reasons for the position taken by the Company with respect to the Tender Offer (including the inability to take a position). The Company requests that you defer making a determination whether to accept or reject the Tender Offer until the Company advises you of its position with respect to the Tender Offer. Sincerely, Leland Speed Chairman of the Special Committee of the Board of Directors EX-99.2 3 LETTER TO STOCKHOLDERS DATED APRIL 14, 2000 1 EXHIBIT 99.2 Letter to Stockholders dated April 14, 2000 2 [Company Letterhead] April 14, 2000 Dear Stockholder: A tender offer for KLLM Transport Services, Inc., a Delaware corporation (the "Company"), was commenced on April 12, 2000 by Low Acquisition, Inc., a Delaware corporation (the "Bidder"), which is wholly-owned by Robert E. Low, an individual residing in Springfield, Missouri, pursuant to which the Bidder has offered to purchase all of the outstanding shares of Common Stock, par value $1.00 per share, of the Company (including the associated preferred stock purchase rights of the Company) not owned by the Bidder or its affiliates at a price of $7.75 per share upon the terms and subject to the conditions in the Bidder's Offer to Purchase (the "Tender Offer"). The Tender Offer is under consideration by the Company, acting through a Special Committee of the Board of Directors comprised of independent directors of the Company. On or before April 27, 2000, the Company will advise you of: 1. Whether the Company (a) recommends acceptance or rejection of the Tender Offer; (b) expresses no opinion and remains neutral toward the Tender Offer; or (c) is unable to take a position with respect to the Tender Offer; and 2. The reasons for the position taken by the Company with respect to the Tender Offer (including the inability to take a position). The Company requests that you defer making a determination whether to accept or reject the Tender Offer until the Company advises you of its position with respect to the Tender Offer. Sincerely, /s/ Leland Speed Leland Speed Chairman of the Special Committee of the Board of Directors -----END PRIVACY-ENHANCED MESSAGE-----