CUSIP No. 902925106
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13D
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Page 2 of 4 Pages
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1.
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NAMES OF REPORTING PERSONS
Knight Capital Growth LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
829,946
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
829,946
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
829,946
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
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14.
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TYPE OF REPORTING PERSON (see instructions)
OO
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CUSIP No. 902925106
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13D
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Page 2 of 4 Pages
|
||
1.
|
NAMES OF REPORTING PERSONS
Knight Transportation, Inc.
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|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) o
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|||
3.
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SEC USE ONLY
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|||
4.
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SOURCE OF FUNDS (see instructions)
WC
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|||
5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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|||
6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7.
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SOLE VOTING POWER
0
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||
8.
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SHARED VOTING POWER
829,946
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|||
9.
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SOLE DISPOSITIVE POWER
0
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|||
10.
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SHARED DISPOSITIVE POWER
829,946
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
829,946
|
|||
12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) o
|
|||
13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
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|||
14.
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TYPE OF REPORTING PERSON (see instructions)
CO, HC
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13D
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Page 3 of 4 Pages
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Reporting Person
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Amount Beneficially Owned (1)
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Percent of Class (2)
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Sole Power to Vote or Direct the Vote
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Shared Power to Vote or to Direct the Vote
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Sole Power to Dispose or to Direct the Disposition of
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Shared Power to Dispose or to Direct the Disposition of
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Knight Transportation
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829,946
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7.9%
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0
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829,946
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0
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829,946
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Knight Capital
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829,946
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7.9%
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0
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829,946
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0
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829,946
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(1)
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Knight Capital is the direct owner of 829,946 Shares and Knight Transportation is the sole member and owner of all of the outstanding equity interests of Knight Capital
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(2)
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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
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Name of Reporting Person
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Date of Transaction
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Type of Transaction
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Amount of Shares
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Price Per Share
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Knight Capital
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9/18/2013
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Private
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829,946
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$7.00
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99.1
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Joint Filing Agreement, dated as of September 26, 2013, by and between Knight Transportation and Knight Capital
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99.2
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Proposal letter, dated August 28, 2013, from Knight Transportation to the Board of Directors of USA Truck
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99.3
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Press Release, dated September 26, 2013, issued by Knight Transportation
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13D
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Page 4 of 4 Pages
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KNIGHT TRANSPORTATION, INC. | |||
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/s/ Kevin P. Knight | ||
Name: Kevin P. Knight | |||
Title: Chief Executive Officer | |||
KNIGHT CAPITAL GROWTH LLC | |||
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/s/ Kevin P. Knight | ||
Name: Kevin P. Knight | |||
Title: Chief Executive Officer | |||
Exhibit Number
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Description
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99.1
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Joint Filing Agreement, dated as of September 26, 2013, by and between Knight Transportation and Knight Capital
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99.2
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Proposal letter, dated August 28, 2013, from Knight Transportation to the Board of Directors of USA Truck
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99.3
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Press Release, dated September 26, 2013, issued by Knight Transportation
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Knight Transportation
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Name
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Position at Knight Transportation
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Principal Occupation or Employment
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Kevin P. Knight
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Chairman of the Board and Chief Executive Officer
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Chairman of the Board and Chief Executive Officer, Knight Transportation
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Gary J. Knight
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Vice Chairman of the Board
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Vice Chairman of the Board, Knight Transportation
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Randy Knight
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Vice Chairman of the Board
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Vice Chairman of the Board, Knight Transportation
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Donald A. Bliss
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Director
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Retired; Director, the Western and Southern Life Insurance Company and The Biltmore Bank of Arizona
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Michael Garnreiter
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Director
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Vice President of Finance and Treasurer, Shamrock Foods Company
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Richard C. Kraemer
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Director
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President, Chartwell Capital, Inc.
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Richard J. Lehmann
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Director
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Founding Principal, Director and Chairman, The Biltmore Bank of Arizona
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G.D. Madden
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Director
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President, Madden Partners
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Kathryn L. Munro
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Director
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Principal, BridgeWest, LLC
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Keith T. Knight
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Chief Operating Officer
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Chief Operating Officer, Knight Transportation
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David A. Jackson
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President
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President, Knight Transportation
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Adam Miller
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Chief Financial Officer, Secretary, and Treasurer
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Chief Financial Officer, Secretary, and Treasurer of Knight Transportation
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Kevin Quast
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Executive Vice President and Chief Operations Officer
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Executive Vice President and Chief Operations Officer, Knight Transportation
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James E. Updike, Jr.
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Executive Vice President of Sales and Marketing
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Executive Vice President of Sales and Marketing, Knight Transportation
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Knight Capital
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Name
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Position at Knight Capital
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Principal Occupation or Employment
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Kevin P. Knight
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Chief Executive Officer
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Chairman of the Board and Chief Executive Officer, Knight Transportation
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Gary J. Knight
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President
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Vice Chairman of the Board, Knight Transportation
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Keith T. Knight
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Chief Operating Officer
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Chief Operating Officer, Knight Transportation
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David A. Jackson
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Secretary & Treasurer
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President, Knight Transportation
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1.
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Knight Transportation, Inc.
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2.
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Knight Capital Growth LLC
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Knight Transportation, Inc.
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by:
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/s/ Kevin P. Knight
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Name:
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Kevin P. Knight
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Title:
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Chief Executive Officer
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Knight Capital Growth LLC
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by:
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/s/ Kevin P. Knight
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Name:
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Kevin P. Knight
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Title:
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Chief Executive Officer
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Board of Directors
USA Truck, Inc.
3200 Industrial Park Road
Van Buren, AR 72956
Attn: Robert A. Peiser
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·
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Knight and USA Truck operate in complementary service lines, both with young tractor fleets with similar average lengths of haul.
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·
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Knight and USA Truck share similar positive cultures: Both the Knight and USA Truck teams are hard-working, ethical, dedicated, family-oriented and committed to providing quality service to customers.
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·
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Knight believes that it can improve operational efficiencies at USA Truck – and do so more quickly than the USA Truck management team can alone.
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·
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Knight can finance USA Truck’s capital needs on a lower cost basis.
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·
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The $9.00 per share all-cash proposal represents a significant premium to USA Truck’s current share price and would provide shareholders with immediate value and liquidity for their shares;
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·
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Knight’s proposal would eliminate the significant execution risk of USA Truck’s turnaround plan and reverse the erosion of value stemming from eight consecutive quarters of USA Truck net losses aggregating approximately $30 million or approximately $3 per USA Truck share;
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Knight’s proposal would liberate USA Truck shareholders from selling constraints imposed by USA Truck’s illiquidity, as evidenced by its average daily trading volume of only approximately 11,000 shares during the three month period ending September 25, 2013;
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Knight can finance USA Truck’s capital needs on a lower cost basis, reducing the risk to meeting the business’ ongoing capital obligations; and
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·
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The transaction is expected to be accretive to Knight’s expected earnings per share in 2014 and beyond. Knight’s consolidated operating ratio for the six months ended June 30, 2013, was 85.3%, compared with USA Truck’s consolidated operating ratio of 101.7% during the same period, and Knight expects to realize considerable operational improvements at USA Truck.
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·
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Knight and USA Truck operate in complementary service lines, both with young tractor fleets with similar average lengths of haul.
|
·
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Knight and USA Truck share similar positive cultures: Both the Knight and USA Truck teams are hard-working, ethical, dedicated, family-oriented and committed to providing quality service to customers.
|
·
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Knight believes that it can improve operational efficiencies at USA Truck – and do so more quickly than the USA Truck management team can alone.
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·
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Knight can finance USA Truck’s capital needs on a lower cost basis.
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Dave Jackson, President / Adam Miller, CFO
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Andrew Siegel / Eric Brielmann / James Golden
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Knight Transportation, Inc.
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Joele Frank, Wilkinson Brimmer Katcher
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(602) 606-6349
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(212) 355-4449
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