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. 4)
And
Schedule 13D
(Amendment No. 10)
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. 4 to the Schedule TO to
supplement and amend the previously filed Schedule TO, as heretofore amended,
filed by Purchaser and Parent, and Amendment No. 10 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.
ITEM 4. TERMS OF TRANSACTION.
On May 26, 2000, the Offer was extended through 12:00 midnight, New
York City time, on June 9, 2000. Accordingly, the term "Expiration Date" means
12:00 midnight, New York City time, on Friday, June 9, 2000, unless and until
Purchaser shall, in its sole discretion, have extended the period for which the
Offer is open, in which event the term "Expiration Date" shall mean the latest
time and date on which the Offer, as so extended by Purchaser, shall expire. On
May 26, 2000, Purchaser issued a press release announcing the extension of the
Offer as described above, a copy of which is filed as Exhibit (a)(1)(M) hereto
and is incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The information set forth in the Offer to Purchase in Section 10
("Background of the Offer, Contacts with the Company") is hereby amended and
supplemented by adding the following paragraphs at the end of the Section:
"During the week of May 1, 2000, representatives of Purchaser and
Parent conducted a due diligence review of the Company.
On May 5, 2000, Purchaser and the Liles Group each submitted a bid to
the Special Committee for its consideration.
From May 7, 2000, through May 25, 2000, Purchaser and Parent had
numerous discussions with the Special Committee in an attempt to negotiate the
final terms of a Merger Agreement between Purchaser, Parent and the Company.
On May 25, 2000, Steve Crawford, a representative of Purchaser and
Parent, sent the following letter to the Special Committee, in response to the
bidding activity of the parties:
3
<PAGE>
Low Acquisition, Inc.
2740 N. Mayfair
Springfield, MO 65803
May 25, 2000
The Special Committee of
the Board of Directors of
KLLM Transport Services, Inc.
c/o Mr. Leland R. Speed
135 Riverview Drive
Richland, Mississippi 39218
Gentlemen:
Based on a conversation I had with Sidney Nurkin, counsel to the
Special Committee (the "Committee") of the Board of Directors of KLLM Transport
Services, Inc. ("KLLM"), I understand that a group headed by Jack Liles has
submitted to the Committee a bid for all of the outstanding shares of KLLM of
$8.05 per share. We wish to formally advise the Committee that we continue to be
very interested in acquiring KLLM and believe that we may be able to offer a bid
greater than $8.05 per share for all the outstanding shares of KLLM if given
additional time to review our alternatives. This, of course, assumes that KLLM
would be under no obligation to pay any break-up or other fees if any subsequent
offer made by Mr. Low were to be accepted by KLLM. We belive it would be in the
best interests of the KLLM stockholders that we be provided this additional time
as it may result in an increase of our bid and thereby maximize stockholder
value for all KLLM stockholders.
Should you have any questions, please feel free to call.
Very truly yours,
/s/ Steven D. Crawford
Steven D. Crawford
cc: Robert H. Wexler, Esq.
Sidney J. Nurkin, Esq.
John H. Grayson, Jr.
On May 26, 2000, Mr. Crawford and Mr. Nurkin, counsel to the Special
Committee, had a conversation in which Mr. Nurkin informed Mr. Crawford that the
Special Committee had decided to recommend the $8.05 bid from the Liles Group.
In response, Mr. Crawford sent a letter to the Special Committee in which he
detailed the following:
4
<PAGE>
o the concern of Parent and Purchaser that, despite the letter
dated May 25, 2000, Purchaser and Parent may not be afforded the
opportunity of additional time to possibly submit another bid
greater than the $8.05 per share offered by the Liles Group;
o the request of Parent and Purchaser that the Special Committee
not sign a definitive agreement without allowing Parent and
Purchaser the opportunity to submit another bid;
o the continued interest of Parent and Purchaser in acquiring the
Company;
o the request of Parent and Purchaser that they have the
opportunity, until the close of business on Tuesday May 30, 2000,
to increase the bid for all outstanding shares of the Company and
that the Special Committee refrain from recommending that an
agreement of any type be entered into by the Company;
o an explanation from Parent and Purchaser that the request for
additional time was partially based upon the receipt by Parent
and Purchaser on the previous day of information from the Company
that had not been previously disclosed to Parent and Purchaser.
o the belief of Parent and Purchaser that it would be appropriate
to allow Parent and Purchaser the opportunity to fully evaluate
the new information in calculating the best price for all
outstanding shares;
o an explanation from Parent and Purchaser that the possibility of
a new offer from Parent and Purchaser was based on the assumption
that the Company would be under no obligation to pay any break-up
or other fees if any such subsequent offer were to be accepted by
the Company; and
o the belief of Parent and Purchaser that the allowance of
additional time would be in the best interests of the Company's
stockholders as such additional time may result in an increase of
the bid of Parent and Purchaser and thereby maximize stockholder
value for all of the Company's stockholders.
On May 26, 2000, Parent and Purchaser learned that the Company had
accepted a bid from the Liles Group of $8.05 per share. Parent and Purchaser
then decided to extend the Offer through June 9, 2000."
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented with the following
information:
(a)(1)(M) Press Release issued by Parent, dated May 26, 2000, announcing,
among other things, the extension of the Expiration Date from
midnight, New York City time on May 30, 2000 to midnight, New
York City time on June 9, 2000.
5
<PAGE>
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of May 30, 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
6
<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.
(a)(1)(M) Press Release issued by Parent, dated May 26, 2000,
announcing, among other things, the extension of the
Expiration Date from midnight, New York City time on May 30,
2000 to midnight, New York City time on June 9, 2000.
---------------------
* Previously filed.
7
