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