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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d) (4) OF THE SECURITIES EXCHANGE ACT OF 1934
KLLM TRANSPORT SERVICES, INC.
(Name of Subject Company)
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KLLM TRANSPORT SERVICES, INC.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(INCLUDING ASSOCIATED
SERIES A JUNIOR
PARTICIPATING PREFERRED STOCK
PURCHASE RIGHTS)
(Title of Classes of Securities)
482498102
(CUSIP Number of Class of Securities)
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LELAND R. SPEED
CHAIRMAN OF THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS
KLLM TRANSPORT SERVICES, INC.
135 RIVERVIEW DRIVE
RICHLAND, MISSISSIPPI 39218
(601) 939-2545
(Name, Address and Telephone Number of Person authorized to
Receive Notices and Communications on Behalf of
the Person Filing Statement)
WITH A COPY TO:
SIDNEY J. NURKIN, ESQ.
ALSTON & BIRD LLP
ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30309
(404) 881-7000
/X/ CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
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PRESS RELEASE___________________________________________________________________
Contact: Leland Speed
Chairman of the Special
Committee of the
Board of Directors
(601) 354-3555
KLLM ANNOUNCES DEFINITIVE MERGER AGREEMENT
JACKSON, Miss. (May 26, 2000)--The Board of Directors of KLLM Transport
Services, Inc. (Nasdaq: KLLM) announced today that KLLM has entered into a
definitive merger agreement with High Road Acquisition Corp, a company formed by
Jack Liles, KLLM's president, and Bernard Ebbers.
Under the definitive agreement, a subsidiary of High Road will commence, within
5 business days, a cash tender offer to purchase all of the outstanding shares
of KLLM common stock at a price of $8.05 per share. The tender offer will be
contingent on receiving at least a majority of the outstanding shares on a fully
diluted basis and on other customary conditions. Following the tender offer, any
outstanding KLLM shares would be acquired in a merger of the subsidiary of High
Road and KLLM, in which the remaining KLLM stockholders would also receive $8.05
per share. Messrs. Liles and Ebbers had previously withdrawn a bid to acquire
KLLM but submitted their revised bid to the Special Committee of the Board of
Directors on May 25, 2000.
In light of entering into the definitive agreement, the Special Committee of the
Board of Directors of KLLM reaffirms its recommendation that the stockholders of
KLLM should reject the offer to purchase all of KLLM's outstanding common stock
for $7.75 per share made by Low Acquisition Corp. on April 12, 2000, and that
KLLM's stockholders not tender their shares of KLLM common stock in Low
Acquisition's offer.
KLLM is an irregular-route truckload carrier, specializing in providing high
quality transportation services in North America. Operations include
over-the-road long- and regional-haul transportation services for both
temperature-controlled and dry commodities.
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SHARES OF KLLM. AT THE TIME THE OFFER IS COMMENCED, HIGH ROAD WILL FILE
A TENDER OFFER STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND
KLLM WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE
OFFER. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED
LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT AND ANY AMENDMENTS THAT MAY BE FILED
SHOULD BE READ CAREEFULLY BY KLLM STOCKHOLDERS BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER DOCUMENTS, AS WELL AS THE SOLICITATION/RECOMMENDATION
STATEMENT, WILL BE MADE AVAILABLE TO ALL STOCKHOLDERS OF KLLM, AT NO EXPENSE TO
THEM, THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, THE RELATED
LETTER OF TRANSMITTAL AND ALL OTHER OFFER DOCUMENTS FILED WITH THE COMMISSION)
AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL ALSO BE AVAILABLE AT NO
CHARGE AT THE COMMISSION'S WEBSITE AT WWW.SEC.GOV.