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
====================================================
<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) | | (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
<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. 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
<PAGE>
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
<PAGE>
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
<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.
(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
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.
<PAGE>
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
