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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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)
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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.
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This Amendment No. 2 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 5 Press Release issued by the Company, dated May 8, 2000, announcing
the receipt of proposals by Mr. Low and the Liles Group to acquire
all of the Company's outstanding capital stock.
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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.
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Dated: May 8, 2000 KLLM TRANSPORT SERVICES, INC.
By: /s/ LELAND R. SPEED
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Leland R. Speed, Chairman of the Special
Committee of the Board of Directors
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EXHIBIT 5
Contact: Leland Speed
Chairman of the Special
Committee of the
Board of Directors
(601) 354-3555
SPECIAL COMMITTEE
ESTABLISHES STRUCTURE FOR AUCTION PROCESS
JACKSON, Miss. (May 1, 2000) -- The Special Committee of the Board of
Directors of KLLM Transport Services, Inc. (Nasdaq: KLLM) announced today that
on Friday, May 5, 2000, both Robert E. Low and and a group headed by Jack Liles
III submitted proposals for the acquisition of all of the outstanding capital
stock of KLLM in accordance with the bidding procedures established by the
Special Committee of KLLM.
The Special Committee currently is in negotiations with both parties in an
effort to maximize stockholder value.
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.
Investors are urged to read the original solicitation/recommendation
statement and any amendments that may be filed by KLLM because the documents
contain important information. Each of these documents has been or will be filed
with the SEC, and investors may obtain a free copy of them at the SEC's Internet
web site at http://www.sec.gov. These documents may also be obtained free from
KLLM by directing such requests to KLLM Transport Services, Inc., Investor
Relations, 135 Riverview Drive, Richland, Mississippi 39218.
KLLM TRANSPORT SERVICES, INC.
Post Office Box 6098 - Jackson, Mississippi 39288 - (606) 939-2545
