- --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
------------------------------------------------------------------------------
Exhibit (a)(1)(H)
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares (as defined below). The Offer (as defined below) is
made solely by the Offer to Purchase, dated April 12, 2000, and the
related Letter of Transmittal and any amendments or supplements thereto,
and is being made to all holders of Shares. The Offer is not being
made to (nor will tenders be accepted from or on behalf of) holders
of Shares in any jurisdiction in which the making of the Offer or
the acceptance thereof would not be in compliance with the laws
of such jurisdiction. In any jurisdiction where the securities,
blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer shall be deemed to be
made on behalf of the Purchaser (as defined below) by or
one or more registered brokers or dealers that are
licensed under the laws of such jurisdiction.
Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock
(Including the Associated Rights to Purchase Preferred Stock)
of
KLLM Transport Services, Inc.
at
$7.75 Net Per Share
by
Low Acquisition, Inc.
a corporation wholly owned
by
Robert E. Low
Low Acquisition, Inc., a Delaware corporation ("Purchaser") wholly owned by
Robert E. Low, an individual residing in Springfield, Missouri ("Low"), is
offering 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 ("KLLM"), 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 KLLM and KeyCorp Shareholder Services, Inc., as Rights Agent (the
Common Stock and the Rights together are referred to herein as the "Shares"),
at $7.75 per Share, net to the seller in cash, upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated April 12, 2000 (the
"Offer to Purchase"), and in the related Letter of Transmittal (which together
with any amendments or supplements thereto, collectively constitute the
"Offer"). Tendering stockholders who have Shares registered in their name and
who tender directly will not be charged brokerage fees or commissions or,
subject to Instruction 6 of the Letter of Transmittal, stock transfer taxes on
the purchase of Shares by Purchaser pursuant to the Offer.
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.
The purpose of the Offer is to acquire for cash a majority of the outstanding
Shares of, and ultimately the entire equity interest in, KLLM. Low currently
intends, as soon as practicable upon consummation of the Offer, to seek to have
KLLM effect a merger or similar business combination (the "Proposed Merger")
between KLLM and Purchaser, pursuant to which each then outstanding Share
(other than Shares held by KLLM in treasury or beneficially owned by Low or
Purchaser or Shares, if any, that are held by stockholders who are entitled to
and who properly exercise dissenters' rights under Delaware law), would be
converted pursuant to the terms of the Proposed Merger into the right to
receive an amount in cash equal to the per Share price paid pursuant to the
Offer, without interest.
The Offer is conditioned upon, among other things: (a) there being validly
tendered and not properly withdrawn prior to the expiration of the Offer a
number of Shares that, together with the Shares beneficially owned by Low or
Purchaser, represents at least a majority of the outstanding Shares on a fully
diluted basis (including the exercise of all outstanding options) as of the
date the Shares are accepted for payment pursuant to the Offer; (b) the Rights
having been redeemed by the Board of Directors of KLLM (the "KLLM Board"), or
Purchaser being satisfied, in its sole discretion, that such Rights are
inapplicable to the Offer and any subsequent business transaction involving
Low, Purchaser and KLLM, including the Proposed Merger; (c) the Purchaser being
satisfied, in its sole discretion, that the provisions of Section 203 of the
Delaware General Corporation Law are inapplicable to the acquisition of Shares
pursuant to the Offer and any subsequent business transaction involving Low,
Purchaser and KLLM, including the Proposed Merger; (d) any applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the regulations thereunder or under any applicable foreign
statutes or regulations having expired or been terminated. The Offer is also
subject to certain other conditions described in Section 13 of the Offer to
Purchase.
The Offer is not conditioned upon Low or Purchaser obtaining financing.
------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
For purposes of the Offer, Purchaser will be deemed to have accepted for
payment (and thereby purchased) Shares validly tendered and not properly
withdrawn as, if and when Purchaser gives oral or written notice to Wilmington
Trust Company (the "Depositary") of its acceptance for payment of such Shares
pursuant to the Offer. Upon the terms and subject to the conditions of the
Offer, payment for Shares accepted for payment pursuant to the Offer will be
made by deposit of the purchase price therefor with the Depositary, which will
act as agent for the tendering stockholders whose Shares have been accepted for
payment. Upon the deposit of funds with the Depositary for the purpose of
making payment to validly tendering stockholders, Purchaser's obligation to
make such payment shall be satisfied and such tendering stockholders must
thereafter look solely to the Depositary for payment of the amounts owed to
them by reason of acceptance for payment of Shares pursuant to the Offer.
In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of (a) certificates
for (or a timely Book-Entry Confirmation (as defined in the Offer to Purchase)
with respect to) such Shares and, if the Separation Time (as defined in the
Offer to Purchase) occurs, certificates for (or a timely Book-Entry
Confirmation, if available, with respect to) the associated Rights (unless
Purchaser elects to make payment for such Shares pending receipt of the
certificates for, or a Book-Entry Confirmation with respect to, such Rights as
described in the Offer to Purchase), (b) a Letter of Transmittal (as defined in
the Offer to Purchase), or facsimile thereof, properly completed and duly
executed, with any required signature guarantees (or, in the case of a book-
entry transfer, an Agent's Message (as defined in the Offer to Purchase) in
lieu of the Letter of Transmittal) and (c) any other documents required by the
Letter of Transmittal. Accordingly, tendering stockholders may be paid at
different times depending upon when certificates for Shares (or Rights, if
applicable) or Book-Entry Confirmations with respect to Shares (or Rights, if
applicable) are actually received by the Depositary. Under no circumstances
will interest on the purchase price of the Shares be paid by Low or Purchaser,
regardless of any extension of the Offer or any delay in making such payment.
Subject to the applicable rules and regulations of the Securities and
Exchange Commission, Purchaser expressly reserves the right, in its sole
discretion, at any time or from time to time, to extend the period of time
during which the Offer is open by giving oral or written notice of such
extension to the Depositary and by making a public announcement thereof. During
any such extension, all Shares previously tendered and not withdrawn will
remain subject to the Offer, subject to the right of a tendering stockholder to
withdraw such stockholder's tender of Shares. Any extension, delay,
termination, waiver or amendment will be followed as promptly as practicable by
public announcement thereof to be made no later than 9:00 a.m., Eastern time,
on the next business day after the previously scheduled Expiration Date.
Following the purchase of Shares in the Offer, there may be a subsequent
offering period lasting for at least three and not more than 20 business days;
stockholders who tender Shares during a subsequent offering period will not
have the right to withdraw their Shares during such subsequent offering period.
Tenders of Shares made pursuant to the Offer are irrevocable, except that
Shares tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date (as defined in the Offer to Purchase) and, unless theretofore
accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn
at any time after June 10, 2000.
For a withdrawal to be effective, a written, telegraphic, telex or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the back cover of the Offer to Purchase. Any
such notice of withdrawal must specify the name of the person having tendered
the Shares to be withdrawn, the number of Shares to be withdrawn and the names
in which the certificate(s) evidencing the Shares to be withdrawn are
registered, if different from that of the person who tendered such Shares. The
signature(s) on the notice of withdrawal must be guaranteed by an Eligible
Institution (as defined in the Offer to Purchase), unless such Shares have been
tendered for the account of any Eligible Institution. If Shares have been
tendered pursuant to the procedures for book-entry tender as set forth in
Section 3 of the Offer to Purchase, any notice of withdrawal must specify the
name and number of the account at the Book-Entry Transfer Facility (as defined
in the Offer to Purchase) to be credited with the withdrawn Shares. If
certificates for Shares to be withdrawn have been delivered or otherwise
identified to the Depositary, the name of the registered holder and the serial
numbers of the particular certificates evidencing the Shares to be withdrawn
must also be furnished to the Depositary as aforesaid prior to the physical
release of such certificates. All questions as to the form and validity
(including time of receipt) of any notice of withdrawal will be determined by
Purchaser, in its sole discretion, which determination shall be final and
binding.
None of Purchaser, Low, the Depositary, the Information Agent (as set forth
below) or any other person will be under any duty to give notification of any
defects or irregularities in any notice of withdrawal or incur any liability
for failure to give such notification. Withdrawals of tenders of Shares may not
be rescinded, and any Shares properly withdrawn will be deemed not to have been
validly tendered for purposes of the Offer. However, withdrawn Shares may be
retendered by following one of the procedures described in Section 3 of the
Offer to Purchase at any time prior to the Expiration Date.
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 of
the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, is contained in the Offer to Purchase and is incorporated herein by
reference.
A demand is being made to KLLM for the use of KLLM's stockholder list and
security position listings for the purpose of, among other things,
disseminating the Offer to stockholders. Upon compliance by KLLM with such
demand, the Offer to Purchase and the related Letter of Transmittal will be
mailed to record holders of Shares and will be furnished to brokers, banks and
similar persons whose names, or the names of whose nominees, appear on the
stockholder list or, if applicable, who are listed as participants in a
clearing agency's security position listing for subsequent transmittal to
beneficial owners of Shares.
The Offer to Purchase and the Letter of the Transmittal contain important
information which should be read carefully before any decision is made with
respect to the Offer.
Questions and requests for assistance may be directed to the Information
Agent at the address and telephone number set forth below. Requests for
additional copies of the Offer to Purchase, the related Letter of Transmittal
and other tender offer materials may be directed to the Information Agent. Such
additional copies will be furnished at Purchaser's expense. Purchaser will not
pay any fees or commissions to any broker or dealer or any other person (other
than the Information Agent and the Depositary) for soliciting tenders of Shares
pursuant to the Offer.
The Information Agent for the Offer is:
MacKenzie Partners
156 Fifth Avenue
New York, New York 10010
Stockholders Call 1-800-322-2885 (toll free)
Brokers and Bank Custodians Call 212-269-5550 (collect)
April 12, 2000