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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 6)
Pursuant to Section 13D of the Securities Exchange Act of 1934
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KLLM TRANSPORT SERVICES, INC.
(Name of Subject Company (Issuer))
ROBERT E. LOW
LOW ACQUISITION, INC.
(Names of Filing Persons (Offerors))
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
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CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
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$32,253,966................................................ $6,451
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* 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.
[_]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:
None Filing Party: Not Applicable
Form or Registration No.: Not Applicable Date Filed:
Not Applicable
[_]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: [_]
CUSIP NO. 482498102 13D
Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
1. (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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7. Sole Voting Power
539,600
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8. Shared Voting Power
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Number of 9. Sole Dispositive Power
Shares 539,600
Beneficially -----------------------------------------------------------------
Owned by Each 10. Shared Dispositive Power
Reporting
Person With
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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
ii
CUSIP NO. 482498102 13D
Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
1. (Entities Only).
Richard D. Hoedl*
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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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7. Sole Voting Power
4,150
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8. Shared Voting Power
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Number of 9. Sole Dispositive Power
Shares 4,150
Beneficially -----------------------------------------------------------------
Owned by Each 10. Shared Dispositive Power
Reporting
Person With
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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
iii
CUSIP NO. 482498102 13D
Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
1. (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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7. Sole Voting Power
1,000
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8. Shared Voting Power
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Number of 9. Sole Dispositive Power
Shares 1,000
Beneficially -----------------------------------------------------------------
Owned by Each 10. Shared Dispositive Power
Reporting
Person With
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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
* 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.
iv
SCHEDULE TO
This Tender Offer Statement on Schedule TO ("Schedule TO") relates to the
offer by Low Acquisition, Inc., a Delaware corporation (the "Purchaser"),
which corporation is wholly-owned by Robert E. Low, an individual residing in
Springfield, Missouri ("Parent"), 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"), issued pursuant to the
Stockholder Protection Rights Agreement, dated as of February 13, 1997, by and
between the Company and KeyCorp Shareholder Services, Inc., as Rights Agent,
which are not owned by Parent or his affiliates at a price of $7.75 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 April 12,
2000 and in the related Letter of Transmittal (which, together with any
supplements or amendments, collectively constitute the "Offer"), copies of
which are attached as Exhibits (a)(1)(A) and (a)(1)(B) hereto, respectively.
The item numbers and the responses thereto, as set forth below, are in
accordance with the requirements of Schedule TO.
This Tender Offer Statement also amends the Schedule 13D, as previously
amended, of Parent, Richard D. Hoedl and C. Stephan Wutke, filed with the
Securities and Exchange Commission on December 2, 1999, which is incorporated
herein by this reference.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Offer to Purchase under "Summary Term
Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a)The name of the subject company is KLLM Transport Services, Inc., a
Delaware corporation. The Company's principal executive offices are
located at 135 Riverview Drive, Richland, Mississippi 39218 and its
phone number is (601) 939-2545.
(b)The information set forth in the Offer to Purchase under "Introduction,"
and in Section 1 ("Terms of the Offer") thereof is incorporated
herein by reference.
(c) and (d)The information set forth in the Offer to Purchase in Section 6
("Price Range of Shares; Dividends") is incorporated herein by
reference.
(e)Not applicable.
(f)The information set forth in Schedule II to the Offer to Purchase is
incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a),(b), and (c)This Statement is being filed by Purchaser and Parent. The
information set forth in the Offer to Purchase in Section 9
("Certain Information Concerning Purchaser and Parent") and in
Schedules I and II to the Offer to Purchase is incorporated herein
by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a)(1)(i-viii,xii) The information set forth in the Offer to Purchase under
"Introduction" and in Section 1 ("Terms of the Offer"), Section 2
("Acceptance for Payment and Payment for Shares"), Section 3
("Procedure for Tendering Shares"), Section 4 ("Rights of
Withdrawal"), Section 5 ("Material Federal Income Tax Consequences
of the Offer"), Section 11 ("Purpose of the Offer; Plans for the
Company; The Proposed Merger"), Section 13 ("Certain Conditions of
the Offer") and Section 15 ("Certain Legal Matters") is
incorporated herein by reference.
(a)(1)(ix)Not applicable.
v
(a)(1)(x)Not applicable.
(a)(1)(xi)Not applicable.
(a)(2)(i -iv, vii) Not applicable.
(a)(2)(v)Not applicable.
(a)(2)(vi)Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a)No transactions, other than those described in paragraph (b), have occurred
during the past two years between the filing persons and the Company
or any of its affiliates that are not natural persons.
(b) and (c) The information set forth in the Offer to Purchase in Section 9
("Certain Information Concerning Purchaser and Parent"), Section 10
("Background of the Offer; Contacts with the Company") and Section 11
("Purpose of the Offer; Plans for the Company; The Proposed Merger")
is incorporated herein by reference.
(d)Not applicable.
(e)The information set forth in the Offer to Purchase under "Introduction" and
in Section 10 ("Background of the Offer; Contacts with the Company")
is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a)The information set forth in the Offer to Purchase under "Introduction" and
in Section 10 ("Background of the Offer; Contacts with the Company")
and Section 11 ("Purpose of the Offer; Plans for the Company; The
Proposed Merger") is incorporated herein by reference.
(b)Not applicable
(c)The information set forth in the Offer to Purchase in Section 7 ("Effect of
the Offer on the Market for Shares; Stock Quotation; Margin
Regulations; Exchange Act Registration"), Section 10 ("Background of
the Offer; Contacts with the Company"), Section 11 ("Purpose of the
Offer; Plans for the Company; The Proposed Merger") and Section 14
("Dividends and Distributions") is incorporated herein by reference.
(d)Not applicable.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)The information set forth in the Offer to Purchase under "Introduction" and
in Section 12 ("Source and Amount of Funds") is incorporated herein
by reference.
(b)Not applicable.
(c)The information set forth in the Offer to Purchase under "Introduction" and
in Section 16 ("Fees and Expenses") is incorporated herein by
reference.
(d)Not applicable.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) and (b) The information set forth in the Offer to Purchase in Section 9
("Certain Information Concerning Purchaser and Parent"), Section 10
("Background of the Offer; Contacts with the Company") and in
Schedules I and II to the Offer to Purchase is incorporated herein by
reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a)The information set forth in the Offer to Purchase in Section 16 ("Fees and
Expenses") is incorporated herein by reference.
vi
(b) Not applicable.
ITEM 10. FINANCIAL STATEMENTS.
(a)(b) and (c) Because the consideration offered consists solely of cash, the
Offer is not subject to any financing condition and the Offer is for
all outstanding Shares, Purchaser believes the financial condition of
Parent, Purchaser and their affiliates is not material to a decision
by a holder of Shares as to whether to sell, tender or hold Shares
pursuant to the Offer.
ITEM 11. ADDITIONAL INFORMATION.
(a) The information set forth in the Offer to Purchase under
"Introduction" and in Section 1 ("Terms of the Offer") Section 11
("Purpose of the Offer; Plans for the Company; The Proposed Merger")
and Section 15 ("Certain Legal Matters") is incorporated herein by
reference.
(b) The information set forth in the Offer to Purchase and the related
Letter of Transmittal, copies of which are filed as Exhibits
(a)(1)(A) and (a)(1)(B) hereto, respectively, is incorporated herein
by reference.
ITEM 12. EXHIBITS.
(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 Other 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.
(b) and (c)Not applicable.
(d) and (e)None.
(f)Not applicable.
(g)Not applicable.
(h)Not applicable.
vii
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of April 12, 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
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Name: Robert E. Low Robert E. Low
Title: President
/s/ Robert E. Low /s/ Richard D. Hoedl
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Robert E. Low Richard D. Hoedl
/s/ C. Stephan Wutke
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C. Stephan Wutke
viii
EXHIBIT INDEX
Exhibit
No. Description
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(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.
ix