-----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, VViTdXrYhCiFOdKedX048P74Com+7xvxNc0w+d7ultmueNJf990R43i4Q3TQqdLH my6kZoUcUyZhtZNMIoolTw== 0001011240-00-000033.txt : 20000501 0001011240-00-000033.hdr.sgml : 20000501 ACCESSION NUMBER: 0001011240-00-000033 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000428 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 13D/A SEC ACT: SEC FILE NUMBER: 005-38140 FILM NUMBER: 613886 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 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 14D1/A SEC ACT: SEC FILE NUMBER: 005-38140 FILM NUMBER: 613887 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: LOW ACQUISITION INC CENTRAL INDEX KEY: 0001111538 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 2740 N MAYFAIR CITY: SPRINGFIELD STATE: MO ZIP: 65803 BUSINESS PHONE: 8008484560 MAIL ADDRESS: STREET 1: 2740 N MAYFAIR CITY: SPRINGFIELD STATE: MO ZIP: 85803 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LOW ACQUISITION INC CENTRAL INDEX KEY: 0001111538 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 2740 N MAYFAIR CITY: SPRINGFIELD STATE: MO ZIP: 65803 BUSINESS PHONE: 8008484560 MAIL ADDRESS: STREET 1: 2740 N MAYFAIR CITY: SPRINGFIELD STATE: MO ZIP: 85803 SC 14D1/A 1 SCHEDULE 14D1/A AND SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) And Schedule 13D (Amendment No. 7) Pursuant to Section 13D of the Securities Exchange Act of 1934 KLLM TRANSPORT SERVICES, INC. (Name of Subject Company (Issuer)) ROBERT E. LOW LOW ACQUISITION, INC. (Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person)) COMMON STOCK, PAR VALUE $1.00 PER SHARE (Including Associated Preferred Stock Purchase Rights) (Title of Class of Securities) 482498102 (CUSIP Number of Class of Securities) ROBERT E. LOW 2740 NORTH MAYFAIR SPRINGFIELD, MISSOURI 65803 TELEPHONE: (800) 848-4560 FACSIMILE: (417) 521-6864 (Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copies to: ROBERT H. WEXLER, ESQ. GALLOP, JOHNSON & NEUMAN, L.C. 101 SOUTH HANLEY ST. LOUIS, MISSOURI 63105 TELEPHONE: (314) 862-1200 FACSIMILE: (314) 862-1219 CALCULATION OF FILING FEE =================================================== Transaction Valuation* Amount of Filing Fee ---------------------- -------------------- $32,253,966 $6451 ==================================================== * Estimated for purposes of calculating the amount of the filing fee only. The filing fee calculation assumes the purchase of all 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") at a per Share price of $7.75 in cash, without interest. Based on the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 1999, there were (i) 4,101,468 Shares issued and outstanding (as of March 24, 2000), (including the 539,600 Shares owned by the Filing Persons); (ii) 9,334 Shares subscribed for by the Company's employees under the Company's employee stock option plan; and (iii) 51,000 Shares issuable under the Company's incentive stock option plan which are currently exercisable. Based on the foregoing, the transaction value is equal to the product of 4,161,802 Shares and $7.75 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. [X] 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: $6451 Filing Party: Robert E. Low; Low Acquisition, Inc. Form or Registration No.: Schedule TO Date Filed: April 12, 2000 [ ] 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. [ ] going-private transaction subject to Rule 13e-3. [X] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] CUSIP NO. 482498102 13D - -------------------------------------------------------------------------------- 1. Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only). Robert E. Low - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) |X| (See Instructions) (b) |_| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF and OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) |_| ------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States Citizen - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power Beneficially Owned by 539,600 Each ----------------------------------------------------------------- Reporting Person With 8. Shared Voting Power ----------------------------------------------------------------- 9. Sole Dispositive Power 539,600 ----------------------------------------------------------------- 10. Shared Dispositive Power - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 539,600 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares |_| (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount In Row (11) 13.17% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- CUSIP NO. 482498102 13D - -------------------------------------------------------------------------------- 1. Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only). Richard D. Hoedl* - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) |X| (See Instructions) (b) |_| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF and OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States Citizen - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power Shares Beneficially 4,150 Owned by Each ----------------------------------------------------------------- Reporting Person With 8. Shared Voting Power ----------------------------------------------------------------- 9. Sole Dispositive Power 4,150 ----------------------------------------------------------------- 10. Shared Dispositive Power - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,150 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares |_| (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount In Row (11) 0.10% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- CUSIP NO. 482498102 13D - -------------------------------------------------------------------------------- 1. Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only). C. Stephan Wutke* - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) |X| (See Instructions) (b) |_| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF and OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States Citizen - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power Shares Beneficially 1,000 Owned by Each ---------------------------------------------------------------- Reporting Person With 8. Shared Voting Power ---------------------------------------------------------------- 9. Sole Dispositive Power 1,000 ---------------------------------------------------------------- 10. Shared Dispositive Power - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,000 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares |_| (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount In Row (11) 0.02% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- * Messrs. Hoedl and Wutke have agreed to serve as directors of the Subject Company in connection with Mr. Low's Consent Solicitation which, if successful, would, among other things, remove the entire current Board of Directors of the Subject Company and replace these directors with Mr. Low's nominees. Although no formal agreements among the Reporting Persons exist, there is an understanding that the Reporting Persons would act in concert in voting their shares of the common stock of the Subject Company in favor of those actions proposed by Mr. Low as set forth in the Consent Solicitation previously filed with the Securities and Exchange Commission. There currently exist no agreements, arrangements or understandings among the Reporting Persons, other than as above-mentioned, and all actions taken or decisions made by the Reporting Persons as directors of the Subject Company would be subject to, among other things, their fiduciary duties and obligations under Delaware law. SCHEDULE TO On April 12, 2000, Low Acquisition, Inc., a Delaware corporation (the "Purchaser") wholly-owned by Robert E. Low, an individual currently residing in Springfield, Missouri ("Parent"), filed a Tender Offer Statement on Schedule TO in which the Purchaser commenced an offer to purchase all of the 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"), which are not owned by Parent or his affiliates at a price per share of $7.75 per Share, net to the seller in cash. This Amendment constitutes Amendment No. 1 to the Schedule TO to supplement and amend the previously filed Schedule TO filed by Purchaser and Parent, and Amendment No. 7 to the Schedule 13D of Parent, Richard D. Hoedl and C. Stephan Wutke to (i) disclose Parent's letter to Mr. Leland R. Speed, Chairman of the Special Committee of the Board of Directors (the "Special Committee") of the Company, responding to the April 20, 2000 press release of Jack Liles and Bernard J. Ebbers regarding that group's proposal submitted to the Special Committee to acquire all of the outstanding shares of the Company for a per share purchase price of $8.25, net to seller in cash, and the April 20, 2000 Amendment to Schedule 13D filed by Jack Liles with the Securities and Exchange Commission containing, among other things, the written proposal submitted by the Liles/Ebbers group to the Special Committee, (ii) to disclose a confidentiality agreement entered into by and among Morgan Keegan & Company, Inc., the financial adviser of the Company ("Morgan Keegan"), Parent and Purchaser effective as of April 27, 2000, attached hereto as Exhibit (a)(1)(I), and (iii) to announce Parent's agreement to participate in the bidding process established by the Special Committee on the terms set forth in a letter from counsel to the Special Committee for Parent. Capitalized terms used and not defined herein shall have the meanings assigned such terms in the Offer to Purchase and the Schedule TO. ITEM 1. SUMMARY TERM SHEET. The information set forth in the Offer to Purchase in the Summary Term Sheet is hereby amended by deleting the answer corresponding to the question, "What Does the Board of Directors of KLLM Think of this Offer?" and replacing it with the following: A. According to a Schedule 14D-9 filed by KLLM on April 26, 2000, the KLLM Board has formed a Special Committee to act on behalf of the KLLM Board in connection with the potential sale of control of KLLM. This Special Committee has unanimously recommended that all of you reject our offer and not tender your shares of KLLM to us. For more information, please review KLLM's Schedule 14D-9. ITEM 4. TERMS OF TRANSACTION. (a)(1)(i-viii,xii) The information set forth in the Offer to Purchase in Section 15 ("Certain Legal Matters") is hereby amended by: o deleting the phrase "by April 17, 2000." in the first sentence of the third paragraph and replacing it with "at such time as may be deemed appropriate by Parent."; and o deleting the third sentence in the third paragraph. ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS. (b), (c) and (e) The information set forth in the Offer to Purchase in Section 10 ("Background of the Offer, Contacts with the Company") is hereby amended and supplemented by adding the following paragraphs at the end of the Section: On or about April 13, 2000, the Company provided to Purchaser and Parent a list of the record owners of the Company's common stock as of April 12, 2000. On April 20, 2000, Jack Liles and Bernard T. Ebbers issued a press release regarding that group's written proposal submitted to the Special Committee to acquire all of the outstanding shares of the Company for a per share purchase price of $8.25, net to seller in cash. Also on April 20, 2000, Jack Liles filed with the Securities and Exchange Commission an amendment to his Schedule 13D relating to such group's proposal and containing a copy thereof. On April 21, 2000, Parent delivered the following letter to the Special Committee in response to the April 20, 2000 press release: April 21, 2000 Mr. Leland R. Speed, Chairman of the Special Committee of the Board of Directors of KLLM Transport Services, Inc. c/o Sidney J. Nurkin, Esq. Alston & Bird, LLP One Atlantic Center 1201 West Peachtree Street Atlanta, Georgia 30309-3424 Dear Mr. Speed: I have reviewed the press release announcing the proposal of the Jack Liles family and Bernard J. Ebbers to acquire KLLM Transport Services, Inc. for $8.25 per share and the Schedule 13D/A filed by Jack Liles which, among other things, contained a copy of the written proposal submitted by the Liles/Ebbers group. While I commend your Special Committee for seeking to maximize stockholder value in connection with the sale of KLLM, I am very concerned over what could be construed to be an effort to abandon a fair auction process by giving one bidder, led by the Chief Executive Officer of KLLM, significant advantage over any other bidder, including myself. Specifically, I am referring to the provisions contained in the Liles/Ebbers group's proposal which would provide a "bust-up" fee and expenses, which in the aggregate would amount to $1 million if a "Superior Proposal" was accepted by the KLLM Board. I have attempted in good faith to meet with the KLLM Board and, not being successful in that effort, and at my personal expense, have commenced a tender offer with a view toward acquiring the entire equity interest in KLLM at $7.75 per share. As stated in the tender offer materials, and as mentioned to you, I still wish to discuss my proposal to KLLM with you and other appropriate representatives of KLLM on a friendly basis, and I am prepared to increase my offer. I think that the KLLM Board would be in violation of its fiduciary duties to the KLLM stockholders if it did not permit me to submit a new proposal to compete with the Liles/Ebbers group's offer before obligating KLLM to such exorbitant fees and expenses if a "Superior Proposal" is received by KLLM. Obviously, I, along with any other potential bidder, would have to take such fees and expenses into account in determining the amount of our per share purchase price. This can only be harmful to the KLLM stockholders who might otherwise have been in a position to receive all or a substantial portion of such fees and expenses paid to the Liles/Ebbers group. I am hereby demanding that I be given at least a few days to conduct a due diligence review of KLLM in order to confirm the contemplated increase to the per share purchase price currently proposed by me to an amount in excess of that currently proposed by the Liles/Ebbers group. As you know, I am willing, and indeed expect, to enter into a confidentiality agreement in connection with my due diligence review. Please understand that any agreement on your part to the exorbitant fees and expenses contained in the Liles/Ebbers group's proposal will result in a dollar for dollar reduction in the price I would otherwise be prepared to offer to the KLLM stockholders. Based on my conversation last night with KLLM's investment advisor, I am encouraged that you and your counsel will together devise a fair auction process aimed at maximizing value to the KLLM stockholders. Please call me promptly to arrange for my due diligence review so that I may be in a position to offer higher value to the KLLM stockholders. Very truly yours, /s/ Robert E. Low Robert E. Low On April 21, 2000, Mr. Low received from the Special Committee a form of confidentiality agreement that did not contain a standstill obligation. On April 25, the following letter was sent to Parent by counsel to the Special Committee: [Alston & Bird LLP's Letterhead] April 25, 2000 Mr. Robert Low Low Acquisition Inc. 2740 N. Mayfair Springfield, MO 65803 Dear Mr. Low: As you know, the Board of Directors of KLLM Transport Services, Inc. (the "Company") has appointed a Special Committee (the "Committee") to consider and act with respect to a potential change of control transaction involving the Company. The Committee is comprised of Leland Speed, David Metzler, and Walter Neely. Mr. Speed is Chairman of the Committee. This law firm serves as counsel to the Committee. Morgan Keegan & Co. is the financial adviser to the Committee. I have been asked to send this letter to you on behalf of the Committee. You have commenced a tender offer to acquire all of the outstanding capital stock of the Company, other than those shares owned by you or other members of your group, at a price of $7.75 per share. You have also filed materials with the Securities and Exchange Commission with respect to a consent solicitation seeking to remove all of the present directors of the Company and to replace them with your nominees. As you are also aware, a group headed by Mr. Jack Liles (the "Liles Group") has advised the Committee of its interest in making an offer to acquire all of the outstanding capital stock of the Company at a price of $8.25 per share. The Committee is of the belief that the sale of the Company is inevitable. As such, the Committee is committed to obtaining the best price and terms available for the benefit of the stockholders of the Company. To that end, Mr. John Grayson, Jr. of Morgan Keegan & Co. has advised you personally, and the undersigned has advised your attorney Mr. Steven Crawford, of the willingness of the Committee to provide you such non-public information concerning the business and affairs of the Company as you reasonably request in writing, subject to your execution of an appropriate confidentiality agreement. We have previously advised you and your counsel that such confidentiality agreement need not contain a standstill provision, and we have furnished you with a copy of a form of confidentiality agreement for your consideration. Upon your execution of a confidentiality agreement reasonably satisfactory to the Committee, the Committee is prepared to furnish to you such non-public information concerning the Company as you reasonably request in writing with the expectation that such information will assist you in increasing the financial offer that you have made for the outstanding capital stock of the Company. Such information will be provided to you at the offices of attorneys for the Company in Jackson, Mississippi. The Committee has established certain guidelines which we ask you to follow in connection with the bidding process involving the potential sale of the Company. Specifically, we ask you to furnish to the Committee, to the attention of the undersigned, no later than the close of business on May 5, 2000, the written agreement for the acquisition of all of the outstanding capital stock of the Company that you are prepared to sign. Such agreement should contain your highest and best financial offer, expressed on a per-share basis, that you are willing to pay for all of the outstanding capital stock of the Company. You may structure the transaction as a tender offer with a follow-on merger or as a merger transaction. Notwithstanding any other terms or provisions in that agreement, that agreement must provide that, if it is accepted by the Committee, the Company shall nonetheless have the continued right to furnish information to and engage in discussions with other persons who have made or have expressed an interest in making an offer for the Company that the Committee believes, in consultation with its legal and financial advisers, is likely to result in a superior proposal. In addition, the Company must have the right to terminate the agreement, to withdraw any recommendation made with respect to the transactions provided for in the agreement, and to refrain from submitting the agreement to the stockholders of the Company for their vote (if any part of the transaction requires a stockholder vote), in each case without incurring any liability to you other than the payment of a reasonable break-up fee upon consummation of a transaction with any other person. Further, the agreement must contain covenants to the effect that, until such time as you have acquired all of the issued an outstanding capital stock of the Company, you will not cause the Company to incur any additional indebtedness, nor will you cause the assets of the Company to be pledged to secure any indebtedness incurred by you in connection with your acquisition of such shares. Contemporaneously with this letter to you, we are submitting a letter to the Liles Group requesting that they too furnish to the Committee, no later than the close of business on May 5, 2000 an agreement for the acquisition of all of the outstanding capital stock Company that they are prepared to sign. The Liles Group will be advised that its agreement must also contain the provisions described in the preceding paragraphs. The Committee intends to consider the offer made by you and any offer that may be made by the Liles Group promptly following the close of business on May 5, 2000. The Committee reserves the right to take any action with respect to any offer made by you or that may be made by the Liles Group or any other person that it believes, in the exercise of its fiduciary duties, is appropriate, including, without limitation, negotiating further with you or with representatives of the Liles Group for improved price and terms, entering into agreements with you or with the Liles Group pursuant to which the Board of Directors would, subject to its right to withdraw such recommendation, recommend the transaction provided for in that agreement to the stockholders of the Company, to reject and make no recommendation with regard to the offer made by you or that may be made by the Liles Group, or to consider and act with respect to any offer providing for the acquisition of the Company made by any other person, if the Committee believes, in consultation with its legal and financial advisors, that offer is likely to result in a superior proposal. We ask that you advise the undersigned as promptly as possible if you will agree to participate in the bidding process on the terms set forth in this letter. If you so agree, the Committee will ask you to extend your tender offer for an additional 20 days and to defer the commencement of your consent solicitation until on or after May 5, 2000. If you should have any questions about the process that the committee desires to follow, please contact the undersigned promptly. Sincerely, /s/ Sidney J. Nurkin Sidney J. Nurkin On April 26, 2000, the Company filed a Schedule 14D-9 in which, among other things, the Special Committee unanimously recommended that all holders of the Company's common stock reject Purchaser's Offer and not tender their shares of the Company to Purchaser. On April 27, 2000, Parent and Low sent the following letter to the Special Committee in which Parent and Purchaser advised of their intention to participate in the bidding process on the terms set forth in the letter dated April 25, 2000 from counsel to the Special Committee: April 27, 2000 The Special Committee of the Board of Directors of KLLM Transport Services, Inc. c/o Leland R. Speed, Chairman 135 Richview Drive Richland, Mississippi 39218 Dear Mr. Speed: In accordance with the letter to me, dated April 25, 2000 (the "Bid Procedure Letter") from Sidney J. Nurkin, as counsel to the Special Committee (the "Committee") of the Board of Directors of KLLM Transport Services, Inc. ("KLLM"), I, individually and on behalf of Low Acquisition, Inc., as its sole director and chief executive officer, hereby agree to participate in the bidding process on the terms set forth in the Bid Procedure Letter and the terms of this letter agreement upon your written acknowledgement hereto. In that regard, I have signed and delivered to Morgan Keegan & Company, Inc. the Confidentiality Agreement submitted to me on April 25, 2000. A copy of the Confidentiality Agreement is attached. As previously discussed between our counsels, upon your written acknowledgement below, I, individually and on behalf of Low Acquisition, Inc., hereby agree (i) to withdraw the proposed consent solicitation filed by me and Low Acquisition, Inc. with the Securities and Exchange Commission in preliminary form on Schedule 14A, and (ii) not to take any action on or before May 30, 2000, that would effect a change in the composition of the Board of Directors of KLLM, including proposing alternative nominees at the meeting of the stockholders of KLLM to be held on May 26, 2000. In consideration of the foregoing until the earlier to occur of (i) the execution of a definitive agreement between KLLM and a third party for the acquisition of KLLM by such third party of all the outstanding capital stock of KLLM not beneficially owned by such third party, or (ii) June 9, 2000, KLLM: (a) agrees that KLLM will not issue or agree to issue any shares of any class or series of equity securities of KLLM (other than as a result of the exercise of any currently outstanding option to acquire shares of KLLM common stock) or securities convertible into any class of equitable securities of KLLM ("Convertible Securities"); and (b) represents and covenants that (i) from the period commencing as of the date of this letter, through and including June 9, 2000, there will not be more than 4,300,000 shares of capital stock of KLLM outstanding, on a fully diluted basis, and (ii) KLLM is not, and as of June 9, 2000, will not be, under any obligation to issue any equity security or Convertible Security other than in the ordinary course of business under its current option and compensation plans. Please acknowledge your agreement to this letter agreement by executing it in the space provided below. By such acknowledgment, you hereby represent to and for the benefit of the undersigned that the representations, agreements and covenants of KLLM contained herein have been duly authorized, and are binding on and enforceable against KLLM. Very truly yours, By: /s/ Robert E. Low ---------------------------- Robert E. Low Low Acquisition, Inc. By: /s/ Robert E. Low --------------------------- Robert E. Low President and Chief Executive Officer KLLM Transport Services, Inc. ------------------------------------- Leland Speed, Chairman of the Special Committee of the Board of Directors Dated: April ___, 2000 Also as of April 27, 2000, Parent, Purchaser and Company entered into a confidentiality agreement attached hereto as Exhibit (a)(1)(I). ITEM 11. ADDITIONAL INFORMATION. (b) The information set forth in Item 11 of the Schedule TO is hereby amended and supplemented as follows: On April 27, 2000, Parent issued a press release announcing that Parent and Purchaser had entered into a confidentiality agreement with Morgan Keegan, and agreed to participate in the auction process relating to the sale of KLLM. A copy of the press release is filed herewith as Exhibit (a)(1)(J) and the information set forth in the press release is incorporated by reference. ITEM 12. EXHIBITS. Item 12 is hereby amended and supplemented with the following information: (a)(1)(I) Confidentiality Agreement entered into by and among Morgan Keegan & Company, Inc., Robert E. Low and Low Acquisition, Inc., effective as of April 26, 2000. (a)(1)(J) Press Release issued by Parent, dated April 27, 2000, announcing, among other things, the agreement of Parent and Purchaser to participate in the auction process. SIGNATURE After due inquiry and to the best of their knowledge and belief, the undersigned hereby certify as of April 28, 2000 that the information set forth in this statement is true, complete and correct. SCHEDULE TO SCHEDULE 13D LOW ACQUISITION, INC. By: /s/ Robert E. Low /s/ Robert E. Low ------------------------------- --------------------------------- Name: Robert E. Low Robert E. Low Title: President /s/ Robert E. Low /s/ Richard D. Hoedl ----------------------------------- --------------------------------- Robert E. Low Richard D. Hoedl /s/ C. Stephan Wutke --------------------------------- C. Stephan Wutke EXHIBIT INDEX Exhibit Description ------- ----------- (a)(1)(A)* Offer to Purchase, dated April 12, 2000. (a)(1)(B)* Letter of Transmittal. (a)(1)(C)* Notice of Guaranteed Delivery. (a)(1)(D)* Form of letter to clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. (a)(1)(E)* Form of letter to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. (a)(1)(F)* Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(1)(G)* Press release issued by Parent and Purchaser, dated April 12, 2000, announcing the commencement of the Offer. (a)(1)(H)* Summary Advertisement, dated April 12, 2000. (a)(1)(I) Confidentiality Agreement entered into by and among Morgan Keegan & Company, Inc., Robert E. Low and Low Acquisition, Inc., effective as of April 26, 2000. (a)(1)(J) Press Release issued by Parent, dated April 27, 2000, announcing, among other things, the agreement of Parent and Purchaser to participate in the auction process. - --------------------- * Previously filed. EX-99.1(A)(1)(I) 2 EXHIBIT (A)(1)(I) - LETTER TO ROBERT LOW Exhibit (a)(1)(I) April 25, 2000 Robert Low Prime, Inc. 2740 N. Mayfair Springfield, MO 65803 CONFIDENTIALITY AGREEMENT Dear Mr. Low: Morgan Keegan & Company, Inc. ("Morgan Keegan") is representing one of the largest full-truckload, temperature-controlled carriers in the United States (the "Company") in connection with the Company's consideration of various financial alternatives. You have requested information concerning the Company, and this information will be used solely in connection with your evaluation of a possible transaction (the "Transaction") with the Company. Morgan Keegan is furnishing you with certain information, and Morgan Keegan or the Company may provide additional information to you in the future. Except as set forth in the penultimate paragraph of this letter, any such information is referred to herein as "Information." By accepting such Information, you agree that such Information will be kept strictly confidential. In no event shall you use such Information to the detriment of the Company. You agree to use such Information solely for the purposes stated in the prior paragraph. You agree to provide Information only to officers, employees or agents of, or professional advisors (such as attorneys, accountants and bankers) to your company who have a need to know such Information for the exclusive purpose of evaluating the Transaction, all of whom shall be informed by you of this agreement and shall agree to be bound by the terms of this agreement. You shall be responsible for any unauthorized use or disclosure of Information by any such third parties. You further agree that unless you first obtain the Company's prior written consent you will not disclose to any person the fact that you have received confidential information on the Company, unless, in the opinion of your counsel, such disclosure is required by law. Notwithstanding the foregoing, Morgan Keegan acknowledges its understanding, and that of the Company, that you intend to issue a press release announcing the signing of this confidentiality agreement and your intent to participate in an auction process in connection with the sale of the Company, and to file a copy hereof as an exhibit to your Schedule TO and 13D filed in connection with your tender offer commenced on April 12, 2000 and we hereby expressly consent to the issuance of such release and to such filings. You agree not to initiate or maintain contact with any officer, director, employee, shareholder, agent or sales representative of the Company with respect to the matters discussed in this agreement, except with the prior express written permission of Morgan Keegan. In consideration of the Information being furnished to you, you agree that for a period of two years from the date of this letter, neither you nor any of your affiliates will solicit to employ or engage any of the Company's officers, employees or independent sales representatives so long as they are employed or engaged by the Company, without obtaining the Company's prior written consent; provided, however, that the foregoing shall not prohibit you from soliciting any person by means of general advertising. You agree upon the request of either the Company or Morgan Keegan to return to Morgan Keegan all Information sent to you without retaining any copies or extracts, and that you will destroy all memoranda, notes or other documents prepared by you or on your behalf based upon the Information; provided, however, that your legal department may retain one copy of the Information solely for purposes of evidencing the Information in the event of litigation or threatened litigation relating to the Information. You agree that the Company may be irreparably injured by a breach of this agreement by you or your representatives, that monetary remedies may be inadequate to protect the Company against any actual or threatened breach of this agreement by you or by your representatives, and that the Company shall be entitled to specific performance or other equitable relief as a remedy for any breach. Such remedy shall not be deemed to be the exclusive remedy for a breach of this agreement but shall be in addition to all other remedies available at law or equity. The prevailing party shall pay the other party's costs and expenses in any action to enforce the terms of this letter. This letter shall be governed by the laws of the State in which the Company is headquartered. This agreement may be executed and delivered in counterpart copies and by facsimile. The foregoing restrictions with respect to Information furnished to you shall not apply to any Information which you demonstrate (i) becomes generally available to the public other than as a result of breach of any confidentiality obligation, (ii) was available to you on a non-confidential basis prior to disclosure to you by the Company, Morgan Keegan or their representatives, (iii) is independently developed by you, (iv) becomes lawfully available to you on a non-confidential basis from a source other than the Company or Morgan Keegan, provided that such source is not know by you to be subject to a confidentiality obligation in favor of us or the Company, or (v) that the Company has expressly approved in writing your use or disclosure of such Information. If the foregoing is acceptable, please execute this Agreement in the space provided below and return one copy of this letter to Morgan Keegan. Sincerely, MORGAN KEEGAN & COMPANY, INC. By: /s/ John H. Grayson, Jr. ------------------------------- Title: Managing Director Accepted and agreed to as of the date written below: Company: Low Acquisition, Inc. By /s/ Robert E. Low -------------------------------- Title: President and Chief Executive Officer Date: April 26, 2000 EX-99.2(A)(I)(J) 3 EXHIBIT (A)(I)(J) - PRESS RELEASE Exhibit (a)(1)(J) For further Information contact: Lawrence Dennedy MacKenzie Partners, Inc. 800-322-2885 ROBERT E. LOW TO PARTICIPATE IN BIDDING PROCESS CONDUCTED BY KLLM TRANSPORT SERVICES, INC.; CONFIDENTIALITY AGREEMENT SIGNED AND DUE DILIGENCE TO COMMENCE FOR RELEASE THURSDAY, APRIL 28, 2000 Springfield, Mo. - Robert E. Low announced today that he has entered into a confidentiality agreement with Morgan Keegan & Company, Inc., as the financial adviser to KLLM Transport Services, Inc. (Nasdaq: KLLM) and will, directly and through Low Acquisition, Inc., a Delaware corporation wholly owned by Mr. Low, participate in the bidding process for the sale of KLLM to the bidder offering the highest per share purchase price. The bidding process is being coordinated by Morgan Keegan. As a participant in this bidding process, Mr. Low will have the opportunity to conduct a due diligence review of KLLM. Robert E. Low stated "I am pleased that the Special Committee established by the Board of Directors of KLLM has taken the first steps necessary to maximize stockholder value by providing a fair auction process designed to sell KLLM to the highest bidder. I believe our tender offer of $7.75 per share in cash establishes the benchmark for the minimum value that the stockholders of KLLM can expect." Robert E. Low, of Springfield, Missouri, is the President and Chief Executive Officer of New Prime, Inc., a Springfield, Missouri based corporation wholly owned by Mr. Low. New Prime is engaged in the interstate truckload business providing transportation services for both temperature controlled and dry commodities. # # # This news release is for information purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of KLLM common stock, and is not a solicitation of a proxy or written consents. -----END PRIVACY-ENHANCED MESSAGE-----