<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
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
<PAGE>
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.
<TABLE>
<S> <C>
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
</TABLE>
3
<PAGE>
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
