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. 2)
And
Schedule 13D
(Amendment No. 8)
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
====================================================
<PAGE>
* 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: [ ]
<PAGE>
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
- --------------------------------------------------------------------------------
<PAGE>
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
- --------------------------------------------------------------------------------
<PAGE>
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.
<PAGE>
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. 2 to the Schedule TO to
supplement and amend the previously filed Schedule TO, as heretofore amended,
filed by Purchaser and Parent, and Amendment No. 8 to the Schedule 13D of
Parent, Richard D. Hoedl and C. Stephan Wutke 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.
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,
"If Our Board Does Not Approve Your Offer, Will That Have Any Effect on Your
Ability to Complete Your Offer?" and replacing it with the following:
"A. We would be unable to complete our offer if it is not
ultimately approved by the KLLM Board even if holders of a large
majority of the outstanding KLLM stock tendered their shares. The
reason for this is the effect such lack of approval would have on the
associated stock purchase rights and, unless at least 85% of the
outstanding shares were tendered, on our ability to effect the
contemplated merger of Low Acquisition into KLLM. See Section 11. On
April 28, 2000, we agreed to participate in a bidding process
established by the Special Committee of the KLLM Board, which, we
expect, will result in the sale of KLLM to the highest bidder. If our
bid is accepted by the Special Committee, we expect that the KLLM Board
will approve our offer and will take all other steps necessary to allow
us to complete our offer to you and to effect the proposed merger."
The information set forth in the Offer to Purchase in the Summary Term
Sheet is hereby amended by adding the following question and answer after the
answer described above:
"Q. WHAT IS THE BIDDING PROCESS AND WHO IS EXPECTED TO SUBMIT
A BID?
A. On April 25, 2000, we received a letter from counsel to the
Special Committee of the KLLM Board in which we were 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 we follow with 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
we 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 our highest and best financial
offer, expressed on a per-share basis, that we are willing to pay for
all the outstanding capital stock of KLLM; and
o providing in the agreement our 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.
We believe that the only other potential bidder at this time
is a group headed by Jack Liles, the President and Chief Executive
Officer of KLLM. A copy of the April 25, 2000 letter can be found in
Section 10."
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
The information set forth in the Offer to Purchase in Section 9
("Certain Information Concerning Purchaser and Parent ") is hereby amended and
supplemented by deleting the phrase "which is wholly owned by" in the second
sentence of the first paragraph and replacing it with the phrase "of which all
the outstanding capital stock is beneficially owned by".
ITEM 4. TERMS OF TRANSACTION.
On May 1, 2000, the Offer was extended through 12:00 midnight, New York
City time, on May 30, 2000. Accordingly, the term "Expiration Date" means 12:00
midnight, New York City time, on Tuesday, May 30, 2000, unless and until
Purchaser shall, in its sole discretion, have extended the period for which the
Offer is open, in which event the term "Expiration Date" shall mean the latest
time and date on which the Offer, as so extended by Purchaser shall expire. On
May 1, 2000, Purchaser issued a press release announcing the extension of the
Offer as described above, a copy of which is filed as Exhibit (a)(1)(K) hereto
and is incorporated herein by reference.
The information set forth in the Offer to Purchase in the section
entitled "Introduction" is hereby amended and supplemented by deleting the
fourth paragraph and replacing it with the following:
"Consent Solicitation. On April 12, 2000, Parent filed
preliminary consent statement and related solicitation materials (the
"Consent Solicitation") with the Securities and Exchange Commission
(the "SEC"). On April 28, 2000, Parent decided not to pursue his
Consent Solicitation in order to accommodate the Bidding Process (as
defined below) in which he and Purchaser had agreed to participate.
Accordingly, Parent withdrew his filing of the preliminary Consent
Solicitation materials. If Parent had not decided to participate in the
Bidding Process, a definitive form of the Consent Solicitation
materials would have been mailed to stockholders of the Company after
completion of review by the staff of the SEC. The Consent Solicitation
would have requested stockholders of the Company to, among other
things, remove all of the current members of the Board of Directors of
the Company (the "Company Board"), establish the size of the Company
Board at four members and fill the newly created vacancies on the
Company Board with four other persons (including Parent) (the
"Nominees"). If the Nominees had been elected, the Nominees would have
considered, consistent with their fiduciary duties to the Company and
its stockholders under applicable law, whether to redeem the Rights (or
amend the Rights Agreement to make the Rights inapplicable to the Offer
and the Proposed Merger) and approve the Offer and the Proposed Merger
under Section 203 of the Delaware General Corporation Law (the "DGCL"),
which would satisfy the Rights Condition and the Section 203 Condition,
and take such other actions as may be required to permit the prompt
consummation of the Offer and the Proposed Merger. Parent and Purchaser
expected that, subject to their fiduciary duties under applicable law,
the Nominees would have redeemed the Rights (or amend the Rights
Agreement to make the Rights inapplicable to the Offer and the Proposed
Merger) and approved the Offer and the Proposed Merger under Section
203 of the DGCL, which would have satisfied the Rights Condition and
the Section 203 Condition, and taken such other actions as may have
been required to permit the prompt consummation of the Offer and the
Proposed Merger.
Although Parent is not now soliciting consents from the
stockholders of the Company, Parent may, in the future, decide to
solicit consents of the stockholders of the Company. Any future consent
solicitation will be made pursuant to separate consent solicitation
materials."
The information set forth in the Offer to Purchase in the section
entitled "Introduction" is hereby amended and supplemented by deleting the sixth
paragraph and replacing it with the following:
"Bidding Process. The Company has appointed a Special
Committee of the Board of Directors of the Company (the "Special
Committee") to consider and act with respect to the potential change of
control transaction involving the Company. Purchaser and Parent have
been informed that the Special Committee has indicated its belief that
the sale of the Company is inevitable. As a result, the Special
Committee has established certain guidelines that Parent, Purchaser and
other bidders have been asked to follow (the "Bidding Process"). As
part of the Bidding Process, Purchaser and Parent must:
o furnish to the Committee a form of written agreement that
Parent and Purchaser would be willing to sign providing for the
acquisition of all of the outstanding capital stock of the Company no
later than the close of business on May 5, 2000;
o include in the agreement Purchaser's highest and best
financial offer, expressed on a per-share basis, that Purchaser is
willing to pay for all the outstanding capital stock of the Company;
and
o provide in the agreement the express understanding of Parent
and Purchaser that the Company shall have the continued right, 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.
For more information on the Bidding Process, please see the
April 25, 2000 letter from counsel to the Special Committee to Parent
and Purchaser described in Section 10.
Purchaser reserves the right to amend the Offer at any time,
including in the event it enters into a merger agreement with the
Company or it negotiates a merger agreement with the Company not
involving a tender offer pursuant to which Purchaser would terminate
the Offer and the Shares would, upon consummation of such merger, be
converted into cash."
The information set forth in the Offer to Purchase in Section 1 ("Terms
of Offer") is hereby amended and supplemented by deleting the last paragraph of
such section and replacing it with the following:
"Purchaser has received the Company's stockholder list and has
disseminated this Offer to Purchase and the related Letter of
Transmittal to record holders of Shares and to brokers, banks and
similar persons whose names, or the names of whose nominees, appeared
on the stockholder list."
The information set forth in the Offer to Purchase in Section 13
("Certain Conditions of the Offer ") is hereby amended and supplemented by
adding to the beginning of subparagraph (g), the following phrase:
"other than in connection with any offer submitted to the
Company in accordance with the Bidding Process,"
The information set forth in the Offer to Purchase in Section 13
("Certain Conditions of the Offer ") is hereby amended and supplemented by
deleting subparagraph (k)(i) of such section and replacing it with the
following:
"(k)(i) any material contractual right of the Company or any
of its subsidiaries or affiliates shall be impaired or otherwise
adversely affected or any material amount of indebtedness of the
Company or any of its subsidiaries, joint ventures or partnerships
(other than the Company's existing revolving credit facility) shall
become accelerated or otherwise become due before its stated due date,
in either case, with or without notice or the lapse of time or both, as
a result of the transactions contemplated by the Offer or the Proposed
merger, or"
The information set forth in the Offer to Purchase in Section 13
("Certain Conditions of the Offer") is hereby amended and supplemented by adding
an additional sentence to the last paragraph thereof to read as follows:
"Moreover, if Purchaser makes a material change in the terms
of the Offer or the information concerning the Offer, or if it waives a
material condition of the Offer, Purchaser will extend the Offer to the
extent required by Rules 14d-4(d), 14d-6(c) and 14e-1 under the
Exchange Act."
ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
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 paragraph at the end of the Section:
"On April 28, 2000, the Special Committee executed the April
27, 2000 letter sent by Purchaser and Parent thereby acknowledging
certain agreements between Purchaser, Parent and the Company relating
to the Bidding Process. In accordance therewith, Parent withdrew its
Consent Solicitation. Please see the subsection "Consent Solicitation"
in the Introduction for more information."
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
The information set forth in the Offer to Purchase in Section 11
("Purpose of the Offer; Plans for the Company; the Proposed Merger") is hereby
amended and supplemented by deleting the third paragraph and replacing it with
the following:
"On April 12, 2000, Parent filed preliminary Consent
Solicitation materials with the SEC. On April 28, 2000, Parent decided
not to pursue his Consent Solicitation in order to accommodate the
Bidding Process in which he and Purchaser had agreed to participate.
Accordingly, Parent withdrew his filing of the preliminary Consent
Solicitation materials. If Parent had not decided to participate in the
Bidding Process, a definitive form of the Consent Solicitation
materials would have been mailed to stockholders of the Company after
completion of review by the staff of the SEC. The Consent Solicitation
would have requested stockholders of the Company to, among other
things, remove the entire Company Board, reduce the size of the Company
Board to four members and fill the newly created vacancies on the
Company Board with the Nominees. Parent and Purchaser expected that,
subject to their fiduciary duties under applicable law, the Nominees
would have redeemed the Rights (or amend the Rights Agreement to make
the Rights inapplicable to the Offer and the Proposed Merger) and
approved the Offer and the Proposed Merger under Section 203, which
would have satisfied the Rights Condition and the Section 203
Condition, and taken such other actions as may be required to permit
the prompt consummation of the Offer and the Proposed Merger.
Although Parent is not now soliciting consents from the
stockholders of the Company, Parent may, in the future, decide to
solicit consents of the stockholders of the Company. Any future consent
solicitation will be made pursuant to separate consent solicitation
materials."
The information set forth in the Offer to Purchase in Section 11
("Purpose of the Offer; Plans for the Company; the Proposed Merger") is hereby
amended and supplemented by deleting the fifth paragraph and replacing it with
the following:
"Purchaser and Parent have been informed that the Special
Committee has indicated its belief that the sale of the Company is
inevitable. As a result, the Special Committee has established the
Bidding Process. As part of the Bidding Process, Purchaser and Parent
must:
o furnish to the Committee a form of written agreement that
Parent and Purchaser would be willing to sign providing for the
acquisition of all of the outstanding capital stock of the Company no
later than the close of business on May 5, 2000;
o include in the agreement Purchaser's highest and best
financial offer, expressed on a per-share basis, that Purchaser is
willing to pay for all the outstanding capital stock of the Company;
and
o provide in the agreement the express understanding of Parent
and Purchaser that the Company shall have the continued right, 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.
For more information on the Bidding Process, please see the
April 25, 2000 letter from counsel to the Special Committee to Parent
and Purchaser described in Section 10.
Purchaser reserves the right to amend the Offer at any time,
including in the event it enters into a merger agreement with the
Company or it negotiates a merger agreement with the Company not
involving a tender offer pursuant to which Purchaser would terminate
the Offer and the Shares would, upon consummation of such merger, be
converted into cash."
The information set forth in the Offer to Purchase in Section 11
("Purpose of the Offer; Plans for the Company; the Proposed Merger") is hereby
amended and supplemented by deleting the tenth paragraph and replacing it with
the following:
"Based upon discussions and correspondence with the Special
Committee, Purchaser and Parent believe that if Purchaser's Offer is
the highest bid submitted in accordance with the Bidding Process, the
Company Board will approve the acquisition of Shares pursuant to the
Offer and the Proposed Merger for purposes of Section 203."
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in the Offer to Purchase in Section 12
("Source and Amount of Funds") is hereby amended and supplemented by deleting
the last sentence of the single paragraph constituting said Section 12 and
adding a new paragraph, to constitute the second paragraph of said Section 12 to
read as follows:
"Parent has possession of, or has readily available to him,
sufficient funds to close the Offer and Proposed Merger, through a
combination of cash and marketable securities on hand and/or a
distribution from New Prime, Inc., an affiliate of Mr. Low. New Prime,
Inc. has significant internal cash resources and has available to it a
revolving credit facility of up to $50 million (the "Credit Facility")
which could be utilized by New Prime, Inc. if and to the extent that it
did not have sufficient cash on hand at the time such distribution
would be required."
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
The information set forth in the Offer to Purchase in Section 16 ("Fees
and Expenses") is hereby amended and supplemented by adding the following
paragraph to the end of the Section:
"The estimated fees and expenses expected to be incurred in
connection with the Offer and Proposed Merger are approximately
$500,000, consisting of (i) an SEC registration fee of $6,451, (ii) an
HSR registration fee of $45,000, (iii) Information Agent fees and
expenses of $25,000, (iv) depository fees and expenses of $25,000, (v)
printing fees and expenses of $20,000, (vi) legal, accounting and
professional fees of $300,000, and (vii) other miscellaneous fees and
expenses of $78,549."
ITEM 11. ADDITIONAL INFORMATION.
The information set forth in the Offer to Purchase in Section 6 ("Price
Range of Shares; Dividends") is hereby amended and supplemented by deleting the
last line of the high/low sales price table and replacing it with the following:
"Second Quarter (through April 28, 2000) . . . . $ 8.38 $6.00"
The information set forth in the Offer to Purchase in Schedule I is
hereby amended and supplemented by deleting the first sentence of the second
paragraph and replacing it with the following:
"Mr. Low, age 50, is and has been the president and chief
executive officer and beneficially owns all of the capital stock of New
Prime, Inc., a Nebraska corporation for more than the past five years."
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented with the
following information:
(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.
<PAGE>
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of May 1, 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
<PAGE>
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.
- ---------------------
* Previously filed.
Exhibit (a)(1)(K)
For further Information contact:
Lawrence Dennedy
MacKenzie Partners, Inc.
800-322-2885
ROBERT E. LOW EXTENDS TENDER OFFER THROUGH MAY 30, 2000
AND WITHDRAWS HIS CONSENT SOLICITATION
FOR RELEASE MONDAY, MAY 1, 2000
Springfield, Mo. - Robert E. Low announced today that Low Acquisition,
Inc., a corporation wholly owned by Mr. Low, is extending its tender offer for
all of the outstanding shares of the common stock of KLLM Transport Services,
Inc. (Nasdaq: KLLM) (and associated preferred stock purchase rights) from the
prior expiration date of midnight on Tuesday, May 9, 2000, to midnight on
Tuesday, May 30, 2000. Accordingly, the tender offer and withdrawal rights will
expire at 12 midnight, New York City time, on Tuesday, May 30, 2000, unless Low
Acquisition, Inc. further extends the tender offer.
According to the Depositary, as of the close of business on Friday,
April 28, 2000, there were 22 shares of KLLM common stock (and associated
preferred stock purchase rights) tendered and not withdrawn pursuant to the
tender offer.
Mr. Low also announced that in light of his participation in the
bidding process established by the Special Committee of the Board of Directors
of KLLM for the sale of KLLM, Mr. Low will not pursue his proposed consent
solicitation which, if successfully pursued, would have, among other things,
removed the entire Board of Directors of KLLM and replaced such Board with four
other persons, including Mr. Low. Accordingly, the consent statement and related
materials filed on April 12, 2000 by Mr. Low, in preliminary form, will be
withdrawn.
# # #
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. If, at some future
date, a new consent solicitation is commenced by Mr. Low and/or any affiliate of
Mr. Low, a consent statement will be filed with the Securities and Exchange
Commission, which statement would contain important information that should be
read carefully by security holders of KLLM. Security holders would be able to
obtain at no charge a consent statement and related materials when they become
available on the Securities and Exchange Commission's website at www.sec.gov. In
addition, any definitive consent solicitation statement, form of consent and any
related documents would be mailed to stockholders of KLLM.
