Exhibit (a)(1)(D)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
KLLM TRANSPORT SERVICES, INC.
AT
$8.05 NET PER SHARE
BY
HIGH ROAD ACQUISITION SUBSIDIARY CORP.
A WHOLLY OWNED SUBSIDIARY OF
HIGH ROAD ACQUISITION CORP.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON JUNE 29, 2000,
UNLESS THE OFFER IS EXTENDED.
June 2, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by High Road Acquisition Subsidiary Corp., a
Delaware corporation (the "Purchaser"), which is a wholly owned subsidiary of
High Road Acquisition Corp., a Delaware corporation ("Parent"), to act as
Information Agent in connection with Purchaser's offer to purchase for cash all
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"), including the associated preferred stock purchase rights ("the
Rights") issued pursuant to the Stockholder Protection Rights Agreement, dated
as of February 13, 1997, between the Company and Harris Trust and Savings Bank,
as successor Rights Agent (the Common Stock and the Rights together are referred
to herein as the "Shares") at a purchase price of $8.05 per Share, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated June 2, 2000 (the "Offer to
Purchase"), and in the related Letter of Transmittal (which, as amended from
time to time, together constitute the "Offer") enclosed herewith. Holders of
Shares whose certificates for such Shares are not immediately available or who
cannot deliver their certificates for Shares and all other required documents to
the Depositary (as defined below) prior to the Expiration Date (as defined in
the Offer to Purchase), or who cannot complete the procedures for book-entry
transfer on a timely basis, must tender their Shares according to the guaranteed
delivery procedures set forth in Section 3 of the Offer to Purchase.
Please furnish copies of the enclosed materials to those of your clients
for whose accounts you hold Shares registered in your name or in the name of
your nominee.
The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the Expiration Date (as defined in the Offer
to Purchase) that number of Shares which, when added to the 689,123 Shares
beneficially owned by William J. Liles, III, represents at least a majority of
the Shares outstanding (on a fully diluted basis) on the date Shares are
accepted for payment. The Offer is also subject to other conditions set forth
in the Offer to Purchase.
Enclosed herewith for your information and forwarding to your clients are
copies of the following documents:
1. The Offer to Purchase, dated June 2, 2000.
2. The Letter of Transmittal to tender Shares for your use and for the
information of your clients. Facsimile copies of the Letter of Transmittal may
be used to tender Shares.
3. The Notice of Guaranteed Delivery for Shares to be used to accept the
Offer if certificates for Shares are not immediately available or if such
certificates and all other required documents cannot be delivered to Harris
Trust Company of New York (the "Depositary") by the Expiration Date or if the
procedure for book-entry transfer cannot be completed by the Expiration Date.
4. The Company's Solicitation/Recommendation Statement on Schedule 14D-9,
which includes the recommendation of the Board of Directors of the Company that
stockholders accept the Offer and tender their Shares to Purchaser pursuant to
the Offer.
5. A printed form of letter which may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name of your nominee,
with space provided for obtaining such clients' instructions with regard to the
Offer.
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
7. A return envelope addressed to Harris Trust Company of New York, the
Depositary.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 29, 2000, UNLESS THE OFFER IS
EXTENDED.
The Board of Directors of the Company has approved the Merger Agreement (as
defined below) and the transaction contemplated thereby, including the Offer and
the Merger (as defined below) and determined that the terms of the Offer and the
Merger are fair to, and in the best interest of, the holders of the Shares and
recommends that the holders of the Shares accept the Offer and tender to
Purchaser pursuant to the Offer.
The Offer is being made pursuant to a Plan and Agreement of Merger (the
"Merger Agreement") by and among Parent, Purchaser and the Company, dated May
25, 2000. The Merger Agreement provides, among other things, for the making of
the Offer by Purchaser, and further provides, following the completion of the
Offer, upon the terms and subject to conditions of the Merger Agreement, and in
accordance with the Delaware General Corporation Law, Purchaser will be merged
with and into the Company (the "Merger"). Following the Merger, the Company
will continue as the surviving corporation and become a wholly-owned subsidiary
of Parent.
In order to take advantage of the Offer, (i) a duly executed and properly
completed Letter of Transmittal and any required signature guarantees, or an
Agent's Message (as defined in the Offer to Purchase) in connection with a book-
entry delivery of Shares, and other required documents should be sent to the
Depositary, and (ii) either certificates representing the tendered Shares should
be delivered to the Depositary, or such Shares should be tendered by book-entry
transfer into the Depositary's account maintained at the Book-Entry Transfer
Facility (as described in the Offer to Purchase), all in accordance with the
instructions set forth in the Letter of Transmittal and the Offer to Purchase.
If holders of Shares wish to tender, but it is impracticable for them to
forward their certificates or other required documents on or prior to the
expiration of the Offer or to comply with the book-entry transfer procedures on
a timely basis, a tender may be effected by following the guaranteed delivery
procedures specified in Section 3 of the Offer to Purchase.
Purchaser will not pay any commissions or fees to any broker, dealer or
other person (other than the Depositary and Georgeson Shareholder Communications
Inc. (the "Information Agent") (as described in the Offer to Purchase)) for
soliciting tenders of Shares pursuant to the Offer. Purchaser will, however,
upon request, reimburse you for customary clerical and mailing expenses incurred
by you in forwarding any of the enclosed materials to your clients. Purchaser
will pay or cause to be paid any stock transfer taxes payable on the transfer of
Shares to it, except as otherwise provided in Instruction 6 of the Letter of
Transmittal.
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Inquiries you may have with respect to the Offer should be addressed to the
Information Agent or the undersigned, at the respective addresses and telephone
numbers set forth on the back cover of the Offer to Purchase. Additional copies
of the enclosed materials may be obtained from the Information Agent.
Very truly yours,
Georgeson Shareholder Services, Inc.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON THE AGENT OF PURCHASER, PARENT, THE COMPANY, THE DEPOSITARY OR
THE INFORMATION AGENT, OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM
IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE
STATEMENTS CONTAINED THEREIN.
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