by and amongMerger Agreement • June 2nd, 2000 • KLLM Transport Services Inc • Trucking (no local) • Delaware
Exhibit (e)(5) AMENDMENT NO. 1 TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT THIS AMENDMENT NO. 1 to the Stockholder Protection Rights Agreement, dated as of February 13, 1997 (the "Rights Agreement"), between KLLM Transport Services, Inc. (the...Stockholder Protection Rights Agreement • June 2nd, 2000 • KLLM Transport Services Inc • Trucking (no local) • Delaware
June 2, 2000 Dear Fellow Stockholders: We are pleased to inform you that on May 26, 2000, KLLM Transport Services, Inc. (the "Company") entered into a Plan and Agreement of Merger (the "Merger Agreement") with High Road Acquisition Corp., a Delaware...Plan and Agreement of Merger • June 2nd, 2000 • KLLM Transport Services Inc • Trucking (no local)
We are pleased to inform you that on May 26, 2000, KLLM Transport Services, Inc. (the "Company") entered into a Plan and Agreement of Merger (the "Merger Agreement") with High Road Acquisition Corp., a Delaware corporation ("Parent") and High Road Acquisition Subsidiary Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), pursuant to which Purchaser has today commenced a tender offer (the "Offer") to purchase all of the outstanding shares of the Company's common stock, $1.00 par value per share (the "Common Stock"), together with the associated preferred share purchase rights issuable 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, as amended by the Amendment No. 1 thereto, dated as of May 25, 2000 (collectively, the "Shares"), for $8.05 per Share in cash. Under the Merger Agreement and subject to the terms thereof, following the Offe
May 1, 2000Confidentiality Agreement • June 2nd, 2000 • KLLM Transport Services Inc • Trucking (no local)
Morgan Keegan & Company, Inc. ("Morgan Keegan") is representing the Special Committee of the Board of Directors of KLLM Transport Services, Inc. (the "Company") in connection with the proposed sale of the Company. You may request confidential information from Morgan Keegan or the Company concerning the Company, and this information will be used solely in connection with your evaluation of a possible transaction (the "Transaction") with the Company. Except as set forth in the penultimate paragraph of this letter, any such information is referred to herein as "Information." By accepting such Information, you agree that such Information will be kept strictly confidential except as permitted herein. You agree to use such Information solely for the purposes stated herein. Notwithstanding the above, if in the opinion of your counsel, disclosure of the Information is advisable in order to comply with law, such Information may be so disclosed.
