0000895345-13-000235.txt : 20131224 0000895345-13-000235.hdr.sgml : 20131224 20130930080120 ACCESSION NUMBER: 0000895345-13-000235 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130930 DATE AS OF CHANGE: 20130930 GROUP MEMBERS: KNIGHT CAPITAL GROWTH LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: USA TRUCK INC CENTRAL INDEX KEY: 0000883945 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 710556971 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43312 FILM NUMBER: 131121315 BUSINESS ADDRESS: STREET 1: 3200 INDUSTRIAL PARK ROAD CITY: VAN BUREN STATE: AR ZIP: 72956 BUSINESS PHONE: 479-471-2500 MAIL ADDRESS: STREET 1: 3200 INDUSTRIAL PARK ROAD CITY: VAN BUREN STATE: AR ZIP: 72956 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KNIGHT TRANSPORTATION INC CENTRAL INDEX KEY: 0000929452 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 860649974 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5601 W BUCKEYE RD CITY: PHOENIX STATE: AZ ZIP: 85043 BUSINESS PHONE: 6022692000 MAIL ADDRESS: STREET 1: 5601 W BUCKEYE RD CITY: PHOENIX STATE: AZ ZIP: 85043 SC 13D/A 1 pr13da-usatruck_knight.htm pr13da-usatruck_knight.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
(Amendment No. 1)*
 
Under the Securities Exchange Act of 1934
 

 
USA Truck, Inc.
(Name of Issuer)
 
Common Stock, par value $0.01 
(Title of Class of Securities)
 
902925106 
(CUSIP Number)
 
Todd F. Carlson, Esq.
General Counsel
Knight Transportation, Inc.
5601 West Buckeye Road
Phoenix, Arizona 85043
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
September 26, 2013
(Date of Event which Requires Filing of this Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. 
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
 
CUSIP No. 902925106
  
13D
  
Page 2 of 5 Pages
         

         
1.
  
NAMES OF REPORTING PERSONS
 
Knight Capital Growth LLC
    
2.
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
 
(a) o
(b) o
    
3.
  
SEC USE ONLY
 
   
4.
  
SOURCE OF FUNDS (see instructions)
 
AF
    
5.
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
    
6.
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Arizona
    
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
  
7.
  
SOLE VOTING POWER
 
0
 
8.
  
SHARED VOTING POWER
 
1,192,364
 
9.
  
SOLE DISPOSITIVE POWER
 
0
 
10.
  
SHARED DISPOSITIVE POWER
 
1,192,364
         
11.
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,192,364
    
12.
  
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) o
 
    
13.
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.3%
    
14.
  
TYPE OF REPORTING PERSON (see instructions)
 
OO
    
 
 
 
 
CUSIP No. 902925106
  
13D
  
Page 3 of 5 Pages
         

         
1.
  
NAMES OF REPORTING PERSONS
 
Knight Transportation, Inc.
    
2.
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
 
(a) o
(b) o
    
3.
  
SEC USE ONLY
 
   
4.
  
SOURCE OF FUNDS (see instructions)
 
WC
    
5.
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
    
6.
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Arizona
    
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
  
7.
  
SOLE VOTING POWER
 
0
 
8.
  
SHARED VOTING POWER
 
1,192,364
 
9.
  
SOLE DISPOSITIVE POWER
 
0
 
10.
  
SHARED DISPOSITIVE POWER
 
1,192,364
11.
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,192,364
    
12.
  
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) o
 
    
13.
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.3%
    
14.
  
TYPE OF REPORTING PERSON (see instructions)
 
CO, HC
    
 
 
 
 
         
   
13D
  
Page 4 of 5 Pages
         
         
Item 1.  Security and Issuer.
 
 This Amendment No. 1 to Schedule 13D (this “13D Amendment No. 1”) amends and supplements the statement on Schedule 13D (the “Original Schedule 13D”), filed on September 26, 2013, by Knight Transportation, Inc. (“Knight Transportation”) and Knight Capital Growth LLC (“Knight Capital”, together with Knight Transportation, the “Reporting Persons”). The Original Schedule 13D relates to the shares of common stock, par value $0.01 per share (the “Shares”), issued by USA Truck, Inc. (the “Issuer” or “USA Truck”). The address of the principal executive offices of the Issuer is 3200 Industrial Park Road, Van Buren, Arkansas. Capitalized terms used but not defined in this 13D Amendment No. 1 shall have the meanings ascribed to them in the Original Schedule 13D. Except as set forth herein, the Original Schedule 13D is unmodified.
 
Item 4.  Purpose of Transaction.
 
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
 
The Reporting Persons purchased, in a series of open market transactions, an aggregate of 362,418 Shares since the filing of the Original Schedule 13D on September 26, 2013. The Reporting Persons intend to continue to purchase Shares in the open market or through private transactions. On September 30, 2013, Knight Transportation issued a press release responding to USA Truck’s September 26, 2013 public statement reasserting its rejection of Knight Transportation’s proposal to acquire all of the outstanding Shares for $9.00 per share.  A copy of Knight Transportation’s September 30, 2013 press release is filed herewith as Exhibit 99.4.
 
Item 5.  Interest in Securities of the Issuer.
 
Item 5 of the Original Schedule 13D is hereby amended and restated to read in its entirety as follows:
 
The following sets forth, as of the close of trading on September 27, 2013, the aggregate number and percentage of Shares beneficially owned by each of the Reporting Persons, as well as the number of Shares as to which each Reporting Person has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of as of the close of trading on September 27, 2013.
 
Reporting Person
Amount Beneficially
Owned (1)
Percent of Class (2)
Sole Power to Vote or Direct the Vote
Shared Power to Vote or to Direct the Vote
 
Sole Power to Dispose or to Direct the Disposition of
Shared Power to Dispose or to Direct the Disposition of
Knight Transportation
1,192,364
11.3%
0
1,192,364
0
1,192,364
 
Knight Capital
1,192,364
11.3%
0
1,192,364
0
1,192,364
 
 
(1)  
Knight Capital is the direct owner of 1,192,364 Shares and Knight Transportation is the sole member and owner of all of the outstanding equity interests of Knight Capital
 
(2)  
Based on 10,544,106 Shares outstanding as of August 2, 2013, as reported on the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2013, filed by the Issuer on August 14, 2013
 
The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons through September 27, 2013.
 
Name of Reporting Person
Date of Transaction
Type of Transaction
Amount of Shares
Price Per Share (1)
 
Knight Capital
9/18/2013
Private
829,946
$7.00
 
Knight Capital
9/26/2013
Open Market
150,000
$8.85
 
Knight Capital
 
9/27/2013
Open Market
212,418
$8.86
 
 
 
(1)  
The aggregate of 150,000 Shares acquired on September 26, 2013 were effected through multiple transactions at different prices ranging from $8.76 to $8.95. The indicated $8.85 price per share represents the weighted average price per share for the aggregate of 150,000 Shares. The aggregate of 212,418 Shares acquired on September 27, 2013 were effected through multiple transactions at different prices ranging from $8.64 to $8.94. The indicated $8.86 price per share represents the weighted average price per share for the aggregate of 212,418 Shares. Knight Transportation undertakes to provide full information regarding the number of shares purchased at each separate price to the staff of the United States Securities and Exchange Commission upon its request.
 
Item 7.  Material to Be Filed as Exhibits.
 
99.4           Press Release, dated September 30, 2013, issued by Knight Transportation
 
 
 
 
         
   
13D
  
Page 5 of 5 Pages
         
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
September 30, 2013
 
  KNIGHT TRANSPORTATION, INC.  
       
 
/s/ Kevin P. Knight  
  Name: Kevin P. Knight  
  Title: Chief Executive Officer  
       
  KNIGHT CAPITAL GROWTH LLC  
       
 
/s/ Kevin P. Knight  
  Name: Kevin P. Knight  
  Title: Chief Executive Officer  
       
 
 
 
 
EXHIBIT INDEX
Exhibit Number
Description
   
99.4
Press Release, dated September 30, 2013, issued by Knight Transportation
 
 EX-99.4 2 pr13da3x99-4.htm PRESS RELEASE pr13da3x99-4.htm
Exhibit 99.4
 
 
FOR IMMEDIATE RELEASE
 
KNIGHT TRANSPORTATION RESPONDS TO USA TRUCK’S REJECTION
OF $9.00 PER SHARE ALL-CASH, PREMIUM PROPOSAL
 
Announces Increased Ownership Position of Approximately 11.3% in USA Truck
 
PHOENIX – September 30, 2013 – Knight Transportation, Inc. (NYSE: KNX) (“Knight”), one of North America’s largest and most diversified truckload transportation companies, today issued the following statement regarding USA Truck, Inc.’s (NASDAQ: USAK) rejection of Knight’s $9.00 per share, all-cash, premium proposal:
 
We are disappointed that USA Truck has once again rejected Knight’s all-cash, premium proposal.  Since making our proposal public, we have had discussions with several of USA Truck’s largest shareholders that have indicated their support for our proposal and have encouraged us to continue to take the necessary steps to acquire USA Truck.  We continue to believe that a combination of Knight and USA Truck is better positioned to deliver value for and is in the best interest of all of Knight and USA Truck’s stakeholders, and we are prepared to take the necessary steps to make this combination a reality.
 
Knight also announced today that it has filed with the U.S. Securities and Exchange Commission an amendment to its Schedule 13D, originally filed on September 26, 2013, disclosing an increased ownership position of 1,192,364 shares of USA Truck common stock, representing approximately 11.3% of USA Truck’s shares outstanding.
 
As previously announced on September 26, 2013, Knight proposed to acquire all of the outstanding shares of USA Truck for $9.00 per share in cash, valuing the equity of USA Truck at approximately $95 million.  The total value of the proposed transaction is approximately $242 million, including USA Truck’s approximately $147 million of outstanding net indebtedness.  The proposal represents a significant premium of approximately 39% to USA Truck’s closing price on September 25, 2013, the last trading day prior to public announcement of Knight’s proposal; a premium of approximately 50% to USA Truck’s average closing price for the ten trading day period prior to Knight’s announcement; and a premium of approximately 58% to USA Truck’s closing price on August 27, 2013, the last trading day prior to Knight’s August 28, 2013, proposal letter to USA Truck’s Board of Directors.
 
Evercore is acting as financial advisor to Knight and Fried, Frank, Harris, Shriver & Jacobson LLP is acting as Knight’s legal advisor.
 
About Knight Transportation
Knight Transportation, Inc. is a provider of multiple truckload transportation services using a nationwide network of service centers in the U.S. to serve customers throughout North America. In addition to operating one of the country’s largest tractor fleets, Knight also partners with third-party equipment providers to provide a broad range of truckload services to its customers while creating quality driving jobs for our driving associates and successful business opportunities for owner-operators.
 
Forward-Looking Statements
Some statements set forth in this press release, including those regarding Knight’s proposal to acquire USA Truck and the expected impact of an acquisition of USA Truck on Knight and its financial results and operations, contain forward-looking statements that are subject to change. Statements including words such as “believe”, “expect”, or similar words as well as statements in the future tense are forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual events or actual future results to differ materially from the expectations set forth in the forward-looking statements. Some of the factors which could cause results to differ materially from the expectations expressed in these forward-looking statements include the following: the possibility that an acquisition of USA Truck by Knight may not be completed; the risk that, if the acquisition is completed, Knight may face difficulty or be unable to enhance the performance of USA Truck’s operations or successfully integrate USA Truck’s operations; and other factors identified from time-to-time in Knight’s filings with the Securities and Exchange Commission.  All forward-looking statements in this press release are qualified by these cautionary statements and are made only as of the date of this news release.
 
Contacts:
Dave Jackson, President / Adam Miller, CFO
Andrew Siegel / Eric Brielmann / James Golden
Knight Transportation, Inc.
Joele Frank, Wilkinson Brimmer Katcher
(602) 606-6349
(212) 355-4449