SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
March 16, 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
- --------------------------------------------------------------------------------
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) |_|
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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
----------------------------------------------------------------
9. Sole Dispositive Power
1,000
----------------------------------------------------------------
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. 3
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 amendments thereto dated February 1,
2000 and February 10, 2000. This Amendment No. 3 on Schedule 13D is being filed
in order to confirm the creation of a group relating to the beneficial ownership
of KLLM Common Stock, and to denote the membership of Mr. Low, Mr. Richard D.
Hoedl and Mr. C. Stephan Wutke in such group (Mr. Low, Mr. Hoedl and Mr. Wutke
are sometime referred to hereinafter as the "Reporting Persons"). See Item 6
below. In addition, this Amendment No. 3 is being filed 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 which is wholly-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:
In a letter dated March 16, 2000, Mr. Low informed the Issuer of
his interest in acquiring the Issuer, either directly or through New
Prime, on a friendly basis. A copy of the letter is attached hereto as
Exhibit 99.1.
If the Issuer is unwilling to discuss such a transaction with Mr.
Low, or if, notwithstanding such discussions, the parties are unable to
reach an agreement with respect to such a transaction, 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 March 16, 2000 (the "Consent")
which, if pursued by Mr. Low to conduct a consent solicitation under
Delaware law, would, if successful, 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 will be the date upon which the consent
is delivered to the Issuer. 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
99.2. 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.
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) All of the following trades were made through open market
transactions in the last 60 days:
<PAGE>
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Date Transaction Number of Shares Price Per Share
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2/10/00 Purchase 250,000 $6.06
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(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 - Letter from Robert E. Low to Mr. Jack Liles, Chairman of
the Board, President and Chief Executive Officer of the
Issuer dated March 16, 2000.
Exhibit 99.2 - Copy of Written Consent of Stockholder dated March 16,
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: March 16, 2000
/s/ Robert E. Low
--------------------------------------
(Signature)
Robert E. Low
--------------------------------------
(Name and Title)
/s/ Richard D. Hoedl
--------------------------------------
(Signature)
Richard D. Hoedl
--------------------------------------
(Name and Title)
/s/ C. Stephan Wutke
--------------------------------------
(Signature)
C. Stephan Wutke
--------------------------------------
(Name and Title)
March 16, 2000
Mr. Jack Liles
Chairman of the Board, President and
Chief Executive Officer
KLLM Transport Services, Inc.
135 Riverview Drive
Richmond, Mississippi 39218
Dear Jack:
This letter is to express my interest in acquiring KLLM Transport
Services, Inc., either directly or through New Prime, Inc., a corporation
wholly-owned by me, in an all cash transaction.
Although I have not had the opportunity to conduct any due diligence
other than a preliminary review of KLLM's public documents, I think that a
premium of as much as 25% over the closing price of KLLM's common stock, as
quoted on the Nasdaq Stock Market on the trading day first preceding the
disclosure of our interest expressed in this letter, would be feasible. Based
upon Wednesday's closing price, the price per share to your stockholders would
be approximately $7.60 per share.
As you know, I have filed a Schedule 13D as a result of the level of my
ownership of KLLM shares, which requires amendment upon the occurrence of any
material change in the information contained therein. Consequently, I have filed
an amendment to my Schedule 13D contemporaneously with the delivery of this
letter disclosing my having advised you of my interest in acquiring KLLM (either
directly or indirectly) on a friendly basis and the execution by me of a consent
of stockholder for the purpose of protecting certain alternatives that may be
pursued by me in the future. A copy of the letter and the consent of stockholder
are attached as exhibits to the amendment.
I think that an all cash transaction will be attractive to your
stockholders, who currently hold a stock which is thinly traded and historically
has not paid dividends, to liquidate their investment in KLLM at a substantial
premium over current share value.
I would like to emphasize my desire to proceed with exploratory
discussions with you and your management as promptly as possible, with the dual
objectives of commencing a due diligence review (subject, of course, to an
appropriate confidentiality agreement), and negotiating the specific terms of an
all cash transaction with KLLM on a friendly basis.
I look forward to hearing from you.
Very truly yours,
/s/ Robert E. Low
Robert E. Low
WRITTEN CONSENT OF STOCKHOLDER
OF KLLM TRANSPORT SERVICES, INC.
The undersigned, a stockholder of record of KLLM Transport Services,
Inc., a Delaware corporation, by written consent and without the necessity of
notice or a meeting, in accordance with Section 228(a) of the General
Corporation Law of the State of Delaware, with respect to all of the shares of
the common stock of the Company, par value $1.00 per share, owned by the
undersigned, hereby authorizes and consents to the following:
RESOLVED, that ARTICLE THREE, Section 4 of the By-laws of the
Company be and hereby is deleted in its entirety; and
FURTHER RESOLVED, that each and every member of the Board of
Directors of the Company is hereby removed from office,
effectively immediately and without cause; and
FURTHER RESOLVED, that the first sentence of Section 2 of ARTICLE
THREE of the Bylaws of the Company following the caption of said
Section 2, is hereby deleted in its entirety, and the following
substituted in lieu thereof:
"The Board of Directors of the Corporation shall
consist of four (4) persons."; and
FURTHER RESOLVED, that the following individuals are hereby
elected as directors of the Company to serve until their
successors are duly elected and qualified:
Robert E. Low
Richard D. Hoedl
Steven D. Crawford
C. Stephan Wutke
/s/ Robert E. Low
-----------------------------------------
Robert E. Low
Dated: March 16, 2000
