-----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, JwL7Dx/WLaWHT8ZcZ5wiCBKCTlFhruAYaYGtGlvhJ3ZAh1Tk1QRjBKsK6q8yX6Zt bsiL43G2oQkhAPKjmU5PXw== 0001011240-00-000042.txt : 20000505 0001011240-00-000042.hdr.sgml : 20000505 ACCESSION NUMBER: 0001011240-00-000042 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000504 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: 618998 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: 618999 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. 3) And Schedule 13D (Amendment No. 9) 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) | | (See Instructions) (b) |X|* - -------------------------------------------------------------------------------- 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 8. Shared Voting Power Person With ----------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- * On April 28, 2000, Mr. Low withdrew the filing of his Consent Solicitation which, if successful, would have, among other things, removed the entire current Board of Directors of the Subject Company and replaced those directors with Mr. Low's nominees, including Richard D. Hoedl and C. Stephan Wutke. Although no formal agreements among Messrs. Low, Hoedl and Wutke existed, there was an understanding that such 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. In connection with the above described withdrawal, Messrs. Low, Hoedl and Wutke no longer have any understanding with respect to the voting of their shares of common stock of the Subject Company. Additionally, there currently exist no agreements, arrangements or understandings among Messrs. Low, Hoedl and Wutke regarding their ownership of the common stock of the Subject Company. Accordingly, each of Messrs. Hoedl and Wutke is no longer a Reporting Person as a result of group membership with Mr. Low or otherwise. 2 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. The Offer to Purchase, dated April 12, 2000 (the "Offer to Purchase") and the related Letter of Transmittal together, as previously, hereby or hereafter amended or supplemented, constitute the Offer. Copies of the Offer to Purchase and the related Letter of Transmittal are filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B). This Amendment constitutes Amendment No. 3 to the Schedule TO to supplement and amend the previously filed Schedule TO, as heretofore amended, filed by Purchaser and Parent, and Amendment No. 9 to the Schedule 13D of Parent to supplement and amend the previously filed Schedule 13D, as heretofore amended. Capitalized terms used and not defined herein shall have the meanings assigned such terms in the Offer to Purchase and the Schedule TO. 3 ITEM 12. EXHIBITS. Item 12 is hereby amended and supplemented with the following information: (a)(1)(L) Letter to Stockholders of KLLM Transport Services, Inc. from Robert E. Low, dated May 2, 2000, summarizing the various amendments made to the Offer. 4 SIGNATURE After due inquiry and to the best of their knowledge and belief, the undersigned hereby certify as of May 4, 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 ----------------------------------- Robert E. Low 5 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. (a)(1)(K)* Press Release issued by Parent, dated May 1, 2000, announcing, among other things, the extension of the Expiration Date from midnight, New York City time on May 9, 2000 to midnight, New York City time on May 30, 2000. (a)(1)(L) Letter to Stockholders of KLLM Transport Services, Inc. from Robert E. Low, dated May 2, 2000, summarizing the various amendments made to the Offer. - --------------------- * Previously filed. 6 EX-99.1(A)(1)(L) 2 EXHIBIT (A)(1)(L) - LETTER TO KLLM STOCKHOLDERS Exhibit (a)(1)(L) Robert E. Low 5110 S. Rochelle Springfield, MO 65807 May 2, 2000 TO THE HOLDERS OF SHARES OF KLLM TRANSPORT SERVICES, INC. On April 12, 2000, through a company called Low Acquisition, Inc., which is wholly-owned by me, I 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 ("KLLM"), and the associated preferred stock purchase rights of KLLM (the "Rights" and, together with the Common Stock, the "Shares"), at a price per Share of $7.75, net to the seller in cash. I also initiated certain steps to pursue the solicitation of stockholder consents designed to replace the entire current KLLM Board of Directors with my nominees (including myself) so that certain Board action required for the completion of my tender offer could be considered by my nominees, subject to their fiduciary duties to the stockholders of KLLM. Since that time, various events have transpired that have caused me to amend my tender offer to purchase your Shares and discontinue, at this time, my solicitation of stockholder consents to replace the KLLM Board with my nominees. I would like to take this opportunity to summarize some of the more significant events that have transpired and changes to my tender offer: 1. On April 25, 2000, I received a letter from counsel to the special committee of the KLLM Board in which I was informed that the special committee is of the belief that the sale of KLLM is inevitable. In the letter, the special committee indicated that it had established certain guidelines with respect to the bidding process and asked that other bidders and I follow the bidding process involving the potential sale of KLLM. Key aspects of the process include: o furnishing to the Committee a form of written agreement that I would be willing to sign providing for the acquisition of all of the outstanding capital stock of KLLM no later than the close of business on May 5, 2000; o including in the agreement my highest and best financial offer, expressed on a per-share basis, that I am willing to pay for all the outstanding capital stock of KLLM; and o providing in the agreement my express understanding that KLLM shall have the continued right, even after the agreement is accepted by the special committee, to continue discussions with other persons who have made or expressed an interest in making an offer that the special committee believe is likely to result in a superior proposal. 2. Since I believe that this bidding process will result in the sale of KLLM in a manner designed to maximize share value to the KLLM stockholders, I have agreed to participate in this bidding process. In that regard, I have signed a confidentiality agreement so that I will have the benefit of a due diligence review of KLLM. 3. To accommodate the bidding process, I have extended my tender offer from the prior expiration date of midnight on Tuesday, May 9, 2000, to midnight on Tuesday, May 30, 2000 and have withdrawn the consent solicitation materials I had filed with the SEC. 4. Consistent with my participation in the bidding process, I have amended the conditions precedent to my tender offer to exclude my ability to terminate the offer solely as a result of another group participating in the bidding process or as a result of a default in KLLM's current credit facility resulting from a change of control. All of the information summarized in this letter has been disclosed in more detail in materials filed by me with the SEC. If I am the successful bidder for KLLM, these materials will be revised to reflect any changes to the terms, provisions and conditions of the resulting transaction agreed upon between KLLM and me, including the per share purchase price, and such materials will be redistributed to the stockholders of KLLM. You may obtain copies of all materials filed by me with the SEC at the SEC's website at WWW.SEC.GOV. If you have any questions or require additional information, please call MacKenzie Partners, Inc., our Information Agent, at (800) 322-2885. Very truly yours, /s/ Robert E. Low Robert E. Low -----END PRIVACY-ENHANCED MESSAGE-----