SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
KLLM Transport Services, Inc.
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
482498102
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(CUSIP Number)
Richard D. Hoedl
2740 N. Mayfair
Springfield, Missouri 65803
Telephone: (800) 848-4560
Facsimile: (417) 521-6864
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 9, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 240.13d-1(f) or 13d-1(g), check the following
box: |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP NO. 482498102 13D Page 2 of 10 Pages
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1. Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only).
Robert E. Low
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2. Check the Appropriate Box if a Member of a Group
(a) |X| (See Instructions)
(b) |_|
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3. SEC Use Only
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4. Source of Funds (See Instructions)
PF and OO
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e) |_|
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6. Citizenship or Place of Organization
United States Citizen
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Number of 7. Sole Voting Power
Beneficially
Owned by 539,600
Each -----------------------------------------------------------------
Reporting
Person With 8. Shared Voting Power
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9. Sole Dispositive Power
539,600
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10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
539,600
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|_| (See Instructions)
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13. Percent of Class Represented by Amount In Row (11)
13.17%
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14. Type of Reporting Person (See Instructions)
IN
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<PAGE>
CUSIP NO. 482498102 13D Page 3 of 10 Pages
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1. Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only).
Richard D. Hoedl
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2. Check the Appropriate Box if a Member of a Group
(a) |X| (See Instructions)
(b) |_|
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3. SEC Use Only
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4. Source of Funds (See Instructions)
PF and OO
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e) |_|
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6. Citizenship or Place of Organization
United States Citizen
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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
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10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,150
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|_| (See Instructions)
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13. Percent of Class Represented by Amount In Row (11)
0.10%
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14. Type of Reporting Person (See Instructions)
IN
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<PAGE>
CUSIP NO. 482498102 13D Page 4 of 10 Pages
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1. Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only).
C. Stephan Wutke
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2. Check the Appropriate Box if a Member of a Group
(a) |X| (See Instructions)
(b) |_|
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3. SEC Use Only
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4. Source of Funds (See Instructions)
PF and OO
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e) |_|
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6. Citizenship or Place of Organization
United States Citizen
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Number of 7. Sole Voting Power
Shares
Beneficially 1,000
Owned by
Each ----------------------------------------------------------------
Reporting
Person With 8. Shared Voting Power
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9. Sole Dispositive Power
1,000
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10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,000
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares |_|
(See Instructions)
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13. Percent of Class Represented by Amount In Row (11)
0.02%
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14. Type of Reporting Person (See Instructions)
IN
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<PAGE>
Schedule 13D- Amendment No. 12
Robert E. Low has previously reported his acquisition of 539,600 shares
of the common stock, $1.00 par value (the "KLLM Common Stock"), of KLLM
Transport Services, Inc., a Delaware corporation (the "Issuer"), 135 Riverview
Drive, Richland, Mississippi 39218, in an initial Schedule 13D filing dated
January 5, 2000 (the "Schedule 13D"), and eleven amendments thereto, the first
being filed on February 1, 2000 and the eleventh being filed on June 12, 2000.
The third amendment to Mr. Low's Schedule 13D dated March 16, 2000, was filed
for the limited purpose of confirming the creation of a group relating to the
beneficial ownership of KLLM Common Stock, and to denote the membership of Mr.
Low, Richard D. Hoedl and C. Stephan Wutke in such group (Mr. Low, Mr. Hoedl and
Mr. Wutke are sometimes referred to hereinafter as the "Reporting Persons"). The
ninth amendment to the Schedule 13D was filed to indicate that, as a result of
the withdrawal of Mr. Low's consent solicitation, Messrs. Hoedl and Wutke were
no longer members of such group and thus, no longer reporting persons. This
Amendment No. 12 is being filed in order to confirm the re-creation of a group
relating to the beneficial ownership of KLLM Common Stock, and to denote the
membership of the Reporting Persons in such group as a result of the filing with
the registered agent of the Issuer of a written consent of stockholder dated
June 8, 2000 in which the Reporting Persons are named. The Reporting Persons are
filing this Amendment No. 12 to amend and supplement Mr. Low's previously filed
Schedule 13D, as heretofore amended.
Item 2. Identity and Background.
1. Robert E. Low
(a) Robert E. Low
(b) 2740 N. Mayfair, Springfield, Missouri 65803
(c) Mr. Low is the President and Chief Executive Officer of New
Prime, Inc., a Nebraska corporation of which all the
outstanding capital stock is beneficially owned by Mr. Low
and is actively engaged in the business of providing
transportation services for both temperature-controlled and
dry commodities ("New Prime"). The principal business
address of New Prime is located at 2740 N. Mayfair,
Springfield, Missouri 65803.
(d) Mr. Low has not, during the past five years, been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) Mr. Low, during the past five years, has not been a party
to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with respect to
such laws.
(f) Mr. Low is a United States Citizen.
2. Richard D. Hoedl
(a) Richard D. Hoedl
(b) 2740 N. Mayfair, Springfield, Missouri 65803
(c) Mr. Hoedl is the Chief Financial Officer of New Prime.
(d) Mr. Hoedl has not, during the past five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Mr. Hoedl, during the past five years, has not been a party
to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with respect to
such laws.
(f) Mr. Hoedl is a United States Citizen.
3. C. Stephan Wutke
(a) C. Stephan Wutke
(b) 2740 N. Mayfair, Springfield, Missouri 65803
(c) Mr. Wutke is the Vice President of Sales of New Prime.
(d) Mr. Wutke has not, during the past five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Mr. Wutke, during the past five years, has not been a party
to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with respect to
such laws.
(f) Mr. Wutke is a United States Citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The information set forth in Item 3 of the Schedule 13D, as heretofore
amended, is hereby amended and supplemented by the following:
As noted in Mr. Low's previous Schedule 13D filings, all of the
funds used to purchase the 539,600 shares of the KLLM Common Stock
currently held by Mr. Low originated from Mr. Low's personal funds.
Although no definitive determinations have been made, it is likely that
the funds that will be required for any acquisition of the Issuer by
Mr. Low will originate from the personal funds of Mr. Low and/or from
funds to be borrowed by Mr. Low from a banking or other financial
institution. In either case, such funds will be obtained directly or
indirectly through New Prime. To date, no arrangement or commitment for
borrowed funds relating to the acquisition of the Issuer by Mr. Low has
been made or obtained.
Mr. Hoedl and Mr. Wutke each utilized their personal funds in
connection with their acquisitions of the KLLM Common Stock
beneficially owned by them.
Item 4. Purpose of Transaction.
The information set forth in Item 4 of the Schedule 13D, as heretofore
amended, is hereby amended and supplemented by the following:
On June 12, 2000, as a result of the definitive agreement entered
into by the Issuer and a group headed by Jack Liles, the Issuer's chief
executive officer (the "Liles Group"), Mr. Low terminated the tender
offer of his wholly-owned subsidiary, Low Acquisition, Inc., for all of
the issued and outstanding common stock of the Issuer. However, if the
transaction between the Issuer and the Liles Group is not completed,
then Mr. Low may wish to effect one or more of the actions or
transactions described in paragraphs (a) through (j) of Item 4 of the
instructions to this Schedule without the support of the Board of
Directors of the Issuer, which action could include a change in the
present Board of Directors of the Issuer. In that regard, Mr. Low has
executed and delivered a written consent of stockholder dated June 8,
2000 (the "Consent") which, if pursued by Mr. Low and if a majority of
the Issuer's stockholders file similar consents pursuant to a consent
solicitation under Delaware law, would lead to the removal of the
current directors of the Issuer and their replacement with a new slate
of directors. Such new slate would consist of Robert E. Low, Richard D.
Hoedl, Steven D. Crawford and C. Stephan Wutke, the Chief Executive
Officer, the Chief Financial Officer, the General Counsel and the Vice
President of Sales, respectively, of New Prime. If such a consent
solicitation is pursued by Mr. Low, then, pursuant to Section 213(b) of
the Delaware General Corporation Law, the record date to determine
those stockholders of the Issuer entitled to express their consent to
the actions proposed by Mr. Low would be June 9, 2000, the date upon
which the consent was delivered to the Issuer's registered agent in
Delaware. The Consent would also amend the Issuer's bylaws to delete
the requirement that only the Board of Directors of the Issuer may fill
any vacancy occurring on its Board of Directors, and to establish the
number of persons constituting the Board of Directors at four. A copy
of the Consent is attached hereto as Exhibit 99.1. Such action set
forth in the Consent, if pursued by Mr. Low, would not preclude the
taking of any of the other actions or the effecting of any of the
transactions described in paragraphs (a) through (j) of Item 4 of the
instructions to this Schedule 13D.
Item 5. Interest in Securities of the Issuer.
1. Robert E. Low
(a) As of the date hereof, Mr. Low beneficially owns 539,600
shares of the KLLM Common Stock, representing approximately
13.17% of the issued and outstanding shares of the KLLM
Common Stock.
(b) Mr. Low has the sole power to vote and dispose of all
539,600 shares of the KLLM Common Stock he beneficially
owns.
(c) Mr. Low has not effected any transaction in the KLLM Common
Stock in the last 60 days.
(d) None.
(e) Not Applicable.
2. Richard D. Hoedl
(a) As of the date hereof, Mr. Hoedl beneficially owns 4,150
shares of the KLLM Common Stock, representing approximately
0.10% of the issued and outstanding shares of the KLLM
Common Stock.
(b) Mr. Hoedl has the sole power to vote and dispose of all
4,150 shares of the KLLM Common Stock he beneficially owns.
(c) Mr. Hoedl has not effected any transactions in the KLLM
Common Stock in the last 60 days.
(d) None.
(e) Not Applicable.
3. C. Stephan Wutke
(a) As of the date hereof, Mr. Wutke beneficially owns 1,000
shares of the KLLM Common Stock, representing approximately
0.02% of the issued and outstanding shares of the KLLM
Common Stock.
(b) Mr. Wutke has the sole power to vote and dispose of all
1,000 shares of the KLLM Common Stock he beneficially owns.
(c) Mr. Wutke has not effected any transactions in the KLLM
Common Stock in the last 60 days.
(d) None.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The Reporting Persons have agreed to serve as directors of the Issuer
if the consent solicitation referred to in Item 4 is pursued and successfully
implemented. 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 KLLM Common Stock in favor of those actions proposed by
Mr. Low as set forth in the Consent. There currently exist no agreements,
arrangements or understandings among the Reporting Persons, other than as
described in this Item 6, and all actions taken and decisions made by the
Reporting Persons as directors of the Issuer would be subject to, among other
things, their fiduciary duties and obligations under Delaware law. All expenses
involved in any consent solicitation which may occur in the future would be born
solely by Mr. Low.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.1 - Copy of Written Consent of Stockholder dated June 8,
2000, executed by Mr. Low.
<PAGE>
SIGNATURE
After reasonable 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.
Date: June 12, 2000
/s/ Robert E. Low
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(Signature)
Robert E. Low
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(Name and Title)
/s/ Richard D. Hoedl
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(Signature)
Richard D. Hoedl
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(Name and Title)
/s/ C. Stephan Wutke
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(Signature)
C. Stephan Wutke
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(Name and Title)
