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. 1)
And
Schedule 13D
(Amendment No. 7)
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) |X| (See Instructions)
(b) |_|
- --------------------------------------------------------------------------------
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
Person With 8. Shared Voting Power
-----------------------------------------------------------------
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
- --------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 482498102 13D
- --------------------------------------------------------------------------------
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) |_|
- --------------------------------------------------------------------------------
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
Shares
Beneficially 4,150
Owned by
Each -----------------------------------------------------------------
Reporting
Person With 8. Shared Voting Power
-----------------------------------------------------------------
9. Sole Dispositive Power
4,150
-----------------------------------------------------------------
10. Shared Dispositive Power
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,150
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|_| (See Instructions)
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount In Row (11)
0.10%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 482498102 13D
- --------------------------------------------------------------------------------
1. Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only).
C. Stephan Wutke*
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) |X| (See Instructions)
(b) |_|
- --------------------------------------------------------------------------------
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
Shares
Beneficially 1,000
Owned by
Each ----------------------------------------------------------------
Reporting
Person With 8. Shared Voting Power
----------------------------------------------------------------
9. Sole Dispositive Power
1,000
----------------------------------------------------------------
10. Shared Dispositive Power
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,000
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares |_|
(See Instructions)
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount In Row (11)
0.02%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
- --------------------------------------------------------------------------------
* Messrs. Hoedl and Wutke have agreed to serve as directors of the Subject
Company in connection with Mr. Low's Consent Solicitation which, if
successful, would, among other things, remove the entire current Board of
Directors of the Subject Company and replace these directors with Mr. Low's
nominees. 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 the common stock of the Subject Company in favor
of those actions proposed by Mr. Low as set forth in the Consent
Solicitation previously filed with the Securities and Exchange Commission.
There currently exist no agreements, arrangements or understandings among
the Reporting Persons, other than as above-mentioned, and all actions taken
or decisions made by the Reporting Persons as directors of the Subject
Company would be subject to, among other things, their fiduciary duties and
obligations under Delaware law.
<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.
This Amendment constitutes Amendment No. 1 to the Schedule TO to
supplement and amend the previously filed Schedule TO filed by Purchaser and
Parent, and Amendment No. 7 to the Schedule 13D of Parent, Richard D. Hoedl and
C. Stephan Wutke to (i) disclose Parent's letter to Mr. Leland R. Speed,
Chairman of the Special Committee of the Board of Directors (the "Special
Committee") of the Company, responding to the April 20, 2000 press release of
Jack Liles and Bernard J. Ebbers regarding that group's proposal submitted to
the Special Committee to acquire all of the outstanding shares of the Company
for a per share purchase price of $8.25, net to seller in cash, and the April
20, 2000 Amendment to Schedule 13D filed by Jack Liles with the Securities and
Exchange Commission containing, among other things, the written proposal
submitted by the Liles/Ebbers group to the Special Committee, (ii) to disclose a
confidentiality agreement entered into by and among Morgan Keegan & Company,
Inc., the financial adviser of the Company ("Morgan Keegan"), Parent and
Purchaser effective as of April 27, 2000, attached hereto as Exhibit (a)(1)(I),
and (iii) to announce Parent's agreement to participate in the bidding process
established by the Special Committee on the terms set forth in a letter from
counsel to the Special Committee for Parent. Capitalized terms used and not
defined herein shall have the meanings assigned such terms in the Offer to
Purchase and the Schedule TO.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Offer to Purchase in the Summary Term
Sheet is hereby amended by deleting the answer corresponding to the question,
"What Does the Board of Directors of KLLM Think of this Offer?" and replacing it
with the following:
A. According to a Schedule 14D-9 filed by KLLM on April 26, 2000, the
KLLM Board has formed a Special Committee to act on behalf of the KLLM Board in
connection with the potential sale of control of KLLM. This Special Committee
has unanimously recommended that all of you reject our offer and not tender your
shares of KLLM to us. For more information, please review KLLM's Schedule 14D-9.
ITEM 4. TERMS OF TRANSACTION.
(a)(1)(i-viii,xii) The information set forth in the Offer to Purchase in
Section 15 ("Certain Legal Matters") is hereby amended by:
o deleting the phrase "by April 17, 2000." in the first
sentence of the third paragraph and replacing it with
"at such time as may be deemed appropriate by
Parent."; and
o deleting the third sentence in the third paragraph.
ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(b), (c) and (e) 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:
On or about April 13, 2000, the Company provided to
Purchaser and Parent a list of the record owners of the
Company's common stock as of April 12, 2000.
On April 20, 2000, Jack Liles and Bernard T. Ebbers issued a
press release regarding that group's written proposal
submitted to the Special Committee to acquire all of the
outstanding shares of the Company for a per share purchase
price of $8.25, net to seller in cash. Also on April 20,
2000, Jack Liles filed with the Securities and Exchange
Commission an amendment to his Schedule 13D relating to such
group's proposal and containing a copy thereof.
On April 21, 2000, Parent delivered the following letter to
the Special Committee in response to the April 20, 2000
press release:
<PAGE>
April 21, 2000
Mr. Leland R. Speed, Chairman of the Special Committee
of the Board of Directors of KLLM Transport Services, Inc.
c/o Sidney J. Nurkin, Esq.
Alston & Bird, LLP
One Atlantic Center 1201 West Peachtree Street
Atlanta, Georgia 30309-3424
Dear Mr. Speed:
I have reviewed the press release announcing the
proposal of the Jack Liles family and Bernard J. Ebbers to
acquire KLLM Transport Services, Inc. for $8.25 per share
and the Schedule 13D/A filed by Jack Liles which, among
other things, contained a copy of the written proposal
submitted by the Liles/Ebbers group.
While I commend your Special Committee for seeking to
maximize stockholder value in connection with the sale of
KLLM, I am very concerned over what could be construed to be
an effort to abandon a fair auction process by giving one
bidder, led by the Chief Executive Officer of KLLM,
significant advantage over any other bidder, including
myself. Specifically, I am referring to the provisions
contained in the Liles/Ebbers group's proposal which would
provide a "bust-up" fee and expenses, which in the aggregate
would amount to $1 million if a "Superior Proposal" was
accepted by the KLLM Board.
I have attempted in good faith to meet with the KLLM
Board and, not being successful in that effort, and at my
personal expense, have commenced a tender offer with a view
toward acquiring the entire equity interest in KLLM at $7.75
per share. As stated in the tender offer materials, and as
mentioned to you, I still wish to discuss my proposal to
KLLM with you and other appropriate representatives of KLLM
on a friendly basis, and I am prepared to increase my offer.
I think that the KLLM Board would be in violation of
its fiduciary duties to the KLLM stockholders if it did not
permit me to submit a new proposal to compete with the
Liles/Ebbers group's offer before obligating KLLM to such
exorbitant fees and expenses if a "Superior Proposal" is
received by KLLM. Obviously, I, along with any other
potential bidder, would have to take such fees and expenses
into account in determining the amount of our per share
purchase price. This can only be harmful to the KLLM
stockholders who might otherwise have been in a position to
receive all or a substantial portion of such fees and
expenses paid to the Liles/Ebbers group.
I am hereby demanding that I be given at least a few
days to conduct a due diligence review of KLLM in order to
confirm the contemplated increase to the per share purchase
price currently proposed by me to an amount in excess of
that currently proposed by the Liles/Ebbers group. As you
know, I am willing, and indeed expect, to enter into a
confidentiality agreement in connection with my due
diligence review.
Please understand that any agreement on your part to
the exorbitant fees and expenses contained in the
Liles/Ebbers group's proposal will result in a dollar for
dollar reduction in the price I would otherwise be prepared
to offer to the KLLM stockholders.
Based on my conversation last night with KLLM's
investment advisor, I am encouraged that you and your
counsel will together devise a fair auction process aimed at
maximizing value to the KLLM stockholders.
Please call me promptly to arrange for my due
diligence review so that I may be in a position to offer
higher value to the KLLM stockholders.
Very truly yours,
/s/ Robert E. Low
Robert E. Low
<PAGE>
On April 21, 2000, Mr. Low received from the Special
Committee a form of confidentiality agreement that did not
contain a standstill obligation.
On April 25, the following letter was sent to Parent
by counsel to the Special Committee:
[Alston & Bird LLP's Letterhead]
April 25, 2000
Mr. Robert Low
Low Acquisition Inc.
2740 N. Mayfair
Springfield, MO 65803
Dear Mr. Low:
As you know, the Board of Directors of KLLM Transport
Services, Inc. (the "Company") has appointed a Special
Committee (the "Committee") to consider and act with respect
to a potential change of control transaction involving the
Company. The Committee is comprised of Leland Speed, David
Metzler, and Walter Neely. Mr. Speed is Chairman of the
Committee. This law firm serves as counsel to the Committee.
Morgan Keegan & Co. is the financial adviser to the
Committee. I have been asked to send this letter to you on
behalf of the Committee.
You have commenced a tender offer to acquire all of
the outstanding capital stock of the Company, other than
those shares owned by you or other members of your group, at
a price of $7.75 per share. You have also filed materials
with the Securities and Exchange Commission with respect to
a consent solicitation seeking to remove all of the present
directors of the Company and to replace them with your
nominees. As you are also aware, a group headed by Mr. Jack
Liles (the "Liles Group") has advised the Committee of its
interest in making an offer to acquire all of the
outstanding capital stock of the Company at a price of $8.25
per share.
The Committee is of the belief that the sale of the
Company is inevitable. As such, the Committee is committed
to obtaining the best price and terms available for the
benefit of the stockholders of the Company. To that end, Mr.
John Grayson, Jr. of Morgan Keegan & Co. has advised you
personally, and the undersigned has advised your attorney
Mr. Steven Crawford, of the willingness of the Committee to
provide you such non-public information concerning the
business and affairs of the Company as you reasonably
request in writing, subject to your execution of an
appropriate confidentiality agreement. We have previously
advised you and your counsel that such confidentiality
agreement need not contain a standstill provision, and we
have furnished you with a copy of a form of confidentiality
agreement for your consideration. Upon your execution of a
confidentiality agreement reasonably satisfactory to the
Committee, the Committee is prepared to furnish to you such
non-public information concerning the Company as you
reasonably request in writing with the expectation that such
information will assist you in increasing the financial
offer that you have made for the outstanding capital stock
of the Company. Such information will be provided to you at
the offices of attorneys for the Company in Jackson,
Mississippi.
The Committee has established certain guidelines
which we ask you to follow in connection with the bidding
process involving the potential sale of the Company.
Specifically, we ask you to furnish to the Committee, to the
attention of the undersigned, no later than the close of
business on May 5, 2000, the written agreement for the
acquisition of all of the outstanding capital stock of the
Company that you are prepared to sign. Such agreement should
contain your highest and best financial offer, expressed on
a per-share basis, that you are willing to pay for all of
the outstanding capital stock of the Company. You may
structure the transaction as a tender offer with a follow-on
merger or as a merger transaction.
Notwithstanding any other terms or provisions in that
agreement, that agreement must provide that, if it is
accepted by the Committee, the Company shall nonetheless
have the continued right to furnish information to and
engage in discussions with other persons who have made or
have expressed an interest in making an offer for the
Company that the Committee believes, in consultation with
its legal and financial advisers, is likely to result in a
superior proposal. In addition, the Company must have the
right to terminate the agreement, to withdraw any
recommendation made with respect to the transactions
provided for in the agreement, and to refrain from
submitting the agreement to the stockholders of the Company
for their vote (if any part of the transaction requires a
stockholder vote), in each case without incurring any
liability to you other than the payment of a reasonable
break-up fee upon consummation of a transaction with any
other person.
Further, the agreement must contain covenants to the
effect that, until such time as you have acquired all of the
issued an outstanding capital stock of the Company, you will
not cause the Company to incur any additional indebtedness,
nor will you cause the assets of the Company to be pledged
to secure any indebtedness incurred by you in connection
with your acquisition of such shares.
Contemporaneously with this letter to you, we are
submitting a letter to the Liles Group requesting that they
too furnish to the Committee, no later than the close of
business on May 5, 2000 an agreement for the acquisition of
all of the outstanding capital stock Company that they are
prepared to sign. The Liles Group will be advised that its
agreement must also contain the provisions described in the
preceding paragraphs.
The Committee intends to consider the offer made by
you and any offer that may be made by the Liles Group
promptly following the close of business on May 5, 2000. The
Committee reserves the right to take any action with respect
to any offer made by you or that may be made by the Liles
Group or any other person that it believes, in the exercise
of its fiduciary duties, is appropriate, including, without
limitation, negotiating further with you or with
representatives of the Liles Group for improved price and
terms, entering into agreements with you or with the Liles
Group pursuant to which the Board of Directors would,
subject to its right to withdraw such recommendation,
recommend the transaction provided for in that agreement to
the stockholders of the Company, to reject and make no
recommendation with regard to the offer made by you or that
may be made by the Liles Group, or to consider and act with
respect to any offer providing for the acquisition of the
Company made by any other person, if the Committee believes,
in consultation with its legal and financial advisors, that
offer is likely to result in a superior proposal.
We ask that you advise the undersigned as promptly as
possible if you will agree to participate in the bidding
process on the terms set forth in this letter. If you so
agree, the Committee will ask you to extend your tender
offer for an additional 20 days and to defer the
commencement of your consent solicitation until on or after
May 5, 2000.
If you should have any questions about the process
that the committee desires to follow, please contact the
undersigned promptly.
Sincerely,
/s/ Sidney J. Nurkin
Sidney J. Nurkin
On April 26, 2000, the Company filed a Schedule 14D-9
in which, among other things, the Special Committee
unanimously recommended that all holders of the Company's
common stock reject Purchaser's Offer and not tender their
shares of the Company to Purchaser.
On April 27, 2000, Parent and Low sent the following
letter to the Special Committee in which Parent and
Purchaser advised of their intention to participate in the
bidding process on the terms set forth in the letter dated
April 25, 2000 from counsel to the Special Committee:
<PAGE>
April 27, 2000
The Special Committee of the Board of Directors of
KLLM Transport Services, Inc.
c/o Leland R. Speed, Chairman
135 Richview Drive
Richland, Mississippi 39218
Dear Mr. Speed:
In accordance with the letter to me, dated April 25,
2000 (the "Bid Procedure Letter") from Sidney J. Nurkin, as
counsel to the Special Committee (the "Committee") of the
Board of Directors of KLLM Transport Services, Inc.
("KLLM"), I, individually and on behalf of Low Acquisition,
Inc., as its sole director and chief executive officer,
hereby agree to participate in the bidding process on the
terms set forth in the Bid Procedure Letter and the terms of
this letter agreement upon your written acknowledgement
hereto. In that regard, I have signed and delivered to
Morgan Keegan & Company, Inc. the Confidentiality Agreement
submitted to me on April 25, 2000. A copy of the
Confidentiality Agreement is attached.
As previously discussed between our counsels, upon
your written acknowledgement below, I, individually and on
behalf of Low Acquisition, Inc., hereby agree (i) to
withdraw the proposed consent solicitation filed by me and
Low Acquisition, Inc. with the Securities and Exchange
Commission in preliminary form on Schedule 14A, and (ii) not
to take any action on or before May 30, 2000, that would
effect a change in the composition of the Board of Directors
of KLLM, including proposing alternative nominees at the
meeting of the stockholders of KLLM to be held on May 26,
2000.
In consideration of the foregoing until the earlier
to occur of (i) the execution of a definitive agreement
between KLLM and a third party for the acquisition of KLLM
by such third party of all the outstanding capital stock of
KLLM not beneficially owned by such third party, or (ii)
June 9, 2000, KLLM:
(a) agrees that KLLM will not issue or agree to issue
any shares of any class or series of equity securities of
KLLM (other than as a result of the exercise of any
currently outstanding option to acquire shares of KLLM
common stock) or securities convertible into any class of
equitable securities of KLLM ("Convertible Securities"); and
(b) represents and covenants that (i) from the period
commencing as of the date of this letter, through and
including June 9, 2000, there will not be more than
4,300,000 shares of capital stock of KLLM outstanding, on a
fully diluted basis, and (ii) KLLM is not, and as of June 9,
2000, will not be, under any obligation to issue any equity
security or Convertible Security other than in the ordinary
course of business under its current option and compensation
plans.
Please acknowledge your agreement to this letter
agreement by executing it in the space provided below. By
such acknowledgment, you hereby represent to and for the
benefit of the undersigned that the representations,
agreements and covenants of KLLM contained herein have been
duly authorized, and are binding on and enforceable against
KLLM.
Very truly yours,
By: /s/ Robert E. Low
----------------------------
Robert E. Low
Low Acquisition, Inc.
By: /s/ Robert E. Low
---------------------------
Robert E. Low
President and Chief
Executive Officer
<PAGE>
KLLM Transport Services, Inc.
-------------------------------------
Leland Speed, Chairman of the Special
Committee of the Board of Directors
Dated: April ___, 2000
Also as of April 27, 2000, Parent, Purchaser and
Company entered into a confidentiality agreement attached
hereto as Exhibit (a)(1)(I).
ITEM 11. ADDITIONAL INFORMATION.
(b) The information set forth in Item 11 of the Schedule TO is
hereby amended and supplemented as follows:
On April 27, 2000, Parent issued a press release announcing
that Parent and Purchaser had entered into a confidentiality
agreement with Morgan Keegan, and agreed to participate in
the auction process relating to the sale of KLLM. A copy of
the press release is filed herewith as Exhibit (a)(1)(J) and
the information set forth in the press release is
incorporated by reference.
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented with the
following information:
(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.
<PAGE>
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of April 28, 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 /s/ Richard D. Hoedl
----------------------------------- ---------------------------------
Robert E. Low Richard D. Hoedl
/s/ C. Stephan Wutke
---------------------------------
C. Stephan Wutke
<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.
- ---------------------
* Previously filed.
Exhibit (a)(1)(I)
April 25, 2000
Robert Low
Prime, Inc.
2740 N. Mayfair
Springfield, MO 65803
CONFIDENTIALITY AGREEMENT
Dear Mr. Low:
Morgan Keegan & Company, Inc. ("Morgan Keegan") is representing one of the
largest full-truckload, temperature-controlled carriers in the United States
(the "Company") in connection with the Company's consideration of various
financial alternatives. You have requested information concerning the Company,
and this information will be used solely in connection with your evaluation of a
possible transaction (the "Transaction") with the Company.
Morgan Keegan is furnishing you with certain information, and Morgan Keegan or
the Company may provide additional information to you in the future. Except as
set forth in the penultimate paragraph of this letter, any such information is
referred to herein as "Information." By accepting such Information, you agree
that such Information will be kept strictly confidential. In no event shall you
use such Information to the detriment of the Company. You agree to use such
Information solely for the purposes stated in the prior paragraph.
You agree to provide Information only to officers, employees or agents of, or
professional advisors (such as attorneys, accountants and bankers) to your
company who have a need to know such Information for the exclusive purpose of
evaluating the Transaction, all of whom shall be informed by you of this
agreement and shall agree to be bound by the terms of this agreement. You shall
be responsible for any unauthorized use or disclosure of Information by any such
third parties. You further agree that unless you first obtain the Company's
prior written consent you will not disclose to any person the fact that you have
received confidential information on the Company, unless, in the opinion of your
counsel, such disclosure is required by law. Notwithstanding the foregoing,
Morgan Keegan acknowledges its understanding, and that of the Company, that you
intend to issue a press release announcing the signing of this confidentiality
agreement and your intent to participate in an auction process in connection
with the sale of the Company, and to file a copy hereof as an exhibit to your
Schedule TO and 13D filed in connection with your tender offer commenced on
April 12, 2000 and we hereby expressly consent to the issuance of such release
and to such filings.
You agree not to initiate or maintain contact with any officer, director,
employee, shareholder, agent or sales representative of the Company with respect
to the matters discussed in this agreement, except with the prior express
written permission of Morgan Keegan.
In consideration of the Information being furnished to you, you agree that for a
period of two years from the date of this letter, neither you nor any of your
affiliates will solicit to employ or engage any of the Company's officers,
employees or independent sales representatives so long as they are employed or
engaged by the Company, without obtaining the Company's prior written consent;
provided, however, that the foregoing shall not prohibit you from soliciting any
person by means of general advertising.
You agree upon the request of either the Company or Morgan Keegan to return to
Morgan Keegan all Information sent to you without retaining any copies or
extracts, and that you will destroy all memoranda, notes or other documents
prepared by you or on your behalf based upon the Information; provided, however,
that your legal department may retain one copy of the Information solely for
purposes of evidencing the Information in the event of litigation or threatened
litigation relating to the Information.
You agree that the Company may be irreparably injured by a breach of this
agreement by you or your representatives, that monetary remedies may be
inadequate to protect the Company against any actual or threatened breach of
this agreement by you or by your representatives, and that the Company shall be
entitled to specific performance or other equitable relief as a remedy for any
breach. Such remedy shall not be deemed to be the exclusive remedy for a breach
of this agreement but shall be in addition to all other remedies available at
law or equity. The prevailing party shall pay the other party's costs and
expenses in any action to enforce the terms of this letter. This letter shall be
governed by the laws of the State in which the Company is headquartered. This
agreement may be executed and delivered in counterpart copies and by facsimile.
<PAGE>
The foregoing restrictions with respect to Information furnished to you shall
not apply to any Information which you demonstrate (i) becomes generally
available to the public other than as a result of breach of any confidentiality
obligation, (ii) was available to you on a non-confidential basis prior to
disclosure to you by the Company, Morgan Keegan or their representatives, (iii)
is independently developed by you, (iv) becomes lawfully available to you on a
non-confidential basis from a source other than the Company or Morgan Keegan,
provided that such source is not know by you to be subject to a confidentiality
obligation in favor of us or the Company, or (v) that the Company has expressly
approved in writing your use or disclosure of such Information.
If the foregoing is acceptable, please execute this Agreement in the space
provided below and return one copy of this letter to Morgan Keegan.
Sincerely,
MORGAN KEEGAN & COMPANY, INC.
By: /s/ John H. Grayson, Jr.
-------------------------------
Title: Managing Director
Accepted and agreed to as of the date written below:
Company: Low Acquisition, Inc.
By /s/ Robert E. Low
--------------------------------
Title: President and Chief
Executive Officer
Date: April 26, 2000
Exhibit (a)(1)(J)
For further Information contact:
Lawrence Dennedy
MacKenzie Partners, Inc.
800-322-2885
ROBERT E. LOW TO PARTICIPATE IN BIDDING PROCESS CONDUCTED BY
KLLM TRANSPORT SERVICES, INC.; CONFIDENTIALITY AGREEMENT
SIGNED AND DUE DILIGENCE TO COMMENCE
FOR RELEASE THURSDAY, APRIL 28, 2000
Springfield, Mo. - Robert E. Low announced today that he has entered
into a confidentiality agreement with Morgan Keegan & Company, Inc., as the
financial adviser to KLLM Transport Services, Inc. (Nasdaq: KLLM) and will,
directly and through Low Acquisition, Inc., a Delaware corporation wholly owned
by Mr. Low, participate in the bidding process for the sale of KLLM to the
bidder offering the highest per share purchase price. The bidding process is
being coordinated by Morgan Keegan. As a participant in this bidding process,
Mr. Low will have the opportunity to conduct a due diligence review of KLLM.
Robert E. Low stated "I am pleased that the Special Committee
established by the Board of Directors of KLLM has taken the first steps
necessary to maximize stockholder value by providing a fair auction process
designed to sell KLLM to the highest bidder. I believe our tender offer of $7.75
per share in cash establishes the benchmark for the minimum value that the
stockholders of KLLM can expect."
Robert E. Low, of Springfield, Missouri, is the President and Chief
Executive Officer of New Prime, Inc., a Springfield, Missouri based corporation
wholly owned by Mr. Low. New Prime is engaged in the interstate truckload
business providing transportation services for both temperature controlled and
dry commodities.
# # #
This news release is for information purposes only and is not an offer to buy or
the solicitation of an offer to sell any shares of KLLM common stock, and is not
a solicitation of a proxy or written consents.
