EXHIBIT (a)(1)(C)
NOTICE OF GUARANTEED DELIVERY
for
Tender of Shares of Common Stock
(Including the Associated Preferred Stock Purchase Rights)
of
KLLM Transport Services, Inc.
to
Low Acquisition, Inc.
Wholly-owned by Robert E. Low,
(Not to be Used for Signature Guarantees)
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME ON TUESDAY, MAY 9, 2000, UNLESS THE OFFER IS EXTENDED
This Notice of Guaranteed Delivery, or a form substantially equivalent
hereto, must be used to accept the Offer (as defined below) if certificates
representing 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 rights to purchase preferred stock (the
"Rights"), issued pursuant to the Stockholder Protection Rights Agreement
dated as of February 13, 1997 (the "Rights Agreement") between the Company and
KeyCorp Shareholder Services, Inc. (the Common Stock and the Rights together
are referred to herein as the "Shares") are not immediately available, if the
procedure for book-entry transfer cannot be completed prior to the Expiration
Date (as defined in Section 1 of the Offer to Purchase), or if time will not
permit all required documents to reach the Depositary prior to the Expiration
Date. This Notice may be delivered by hand, transmitted by facsimile
transmission or mailed to the Depositary. See Section 3 of the Offer to
Purchase.
The Depositary for the Offer is:
Wilmington Trust Company
By Mail:
By Hand/Overnight Courier:
Corporate Trust Operations Wilmington Trust Company
Wilmington Trust Company 1105 North Market Street, First
Rodney Square North Floor
1100 North Market Street Wilmington, DE 19801
Wilmington, DE 19890-0001 Attn: Corporate Trust Operations
By Facsimile Transmission: (302) 651-1079
(For Eligible Institutions Only)
Confirm Facsimile by Telephone: (302) 651-8869
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This Notice is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an "Eligible
Institution" under the instructions thereto, such signature guarantee must
appear in the applicable space provided in the signature box on the Letter of
Transmittal.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for Shares to the Depositary within the time period shown herein.
Failure to do so could result in a financial loss to such Eligible
Institution.
(a)(1)(C)-1
Ladies and Gentlemen:
The undersigned hereby tenders to Low Acquisition, Inc., a Delaware
corporation ("Purchaser"), upon the terms and subject to the conditions set
forth in Purchaser's Offer to Purchase dated April 12, 2000 and the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, constitute the "Offer"), receipt of which is hereby acknowledged, the
number of shares set forth below of Common Stock, par value $1.00 per share
(the "Shares"), of KLLM Transport Services, Inc., a Delaware corporation,
pursuant to the guaranteed delivery procedures set forth in Section 3 of the
Offer to Purchase.
Number of Shares: _________________________________________________________
Certificate Nos. (if available): __________________________________________
___________________________________________________________________________
Check box if Shares will be tendered by book-entry transfer: [_]
Account Number: ___________________________________________________________
Dated: ______________________, 2000
Name(s) of Record Holder(s) (please print):
___________________________________________________________________________
___________________________________________________________________________
Address(es): ______________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
Zip Code
Area Code and Tel. No.:
___________________________________________________________________________
___________________________________________________________________________
Signature(s): _____________________________________________________________
___________________________________________________________________________
(a)(1)(C)-2
THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED
GUARANTEE
(Not to Be Used for Signature Guarantees)
The undersigned, an Eligible Institution (as defined in Section 3 of the
Offer to Purchase), hereby guarantees to deliver to the Depositary either
certificates representing the Shares tendered hereby, in proper form for
transfer, or a Book-Entry Confirmation (as defined in the Offer to Purchase),
in each case with delivery of a properly completed and duly executed Letter of
Transmittal (or facsimile thereof), with any required signature guarantees, or
an Agent's Message (as defined in the Offer to Purchase), and any other
documents required by the Letter of Transmittal, within three Nasdaq Stock
Market trading days after the date hereof.
Name of Firm: _______________________ _____________________________________
Address: ____________________________ Authorized Signature
_____________________________________ _____________________________________
Zip Code Please Print
Area Code and Tel. No.: ____________ _____________________________________
Dated: ________________________, 2000
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES
SHOULD BE SENT ONLY WITH YOUR LETTER OF TRANSMITTAL.
(a)(1)(C)-3