0000895345-14-000027.txt : 20140204 0000895345-14-000027.hdr.sgml : 20140204 20140204171741 ACCESSION NUMBER: 0000895345-14-000027 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20140204 DATE AS OF CHANGE: 20140204 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: 14573245 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 pr13da4-usatruck_knight.htm pr13da4-usatruck_knight.htm
 
 
 
 
 

 
 
 
 
 
 
 
 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
(Amendment No. 4)*
 
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)
 
February 4, 2014
(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.  o
 
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
 
1,304,517
 
9.
  
SOLE DISPOSITIVE POWER
 
0
 
10.
  
SHARED DISPOSITIVE POWER
 
1,304,517
         
11.
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,304,517
    
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)
 
12.4%
    
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
 
1,304,517
 
9.
  
SOLE DISPOSITIVE POWER
 
0
 
10.
  
SHARED DISPOSITIVE POWER
 
1,304,517
11.
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,304,517
    
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)
 
12.4%
    
14.
  
TYPE OF REPORTING PERSON (see instructions)
 
CO, HC
    
 
 
 
 
         
   
13D
  
Page 4 of 5 Pages
         
         
 
 
Item 1.  Security and Issuer.
 
 This Amendment No. 4 to Schedule 13D (this “13D Amendment No. 4”) 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 (together with Knight Transportation, the “Knight Entities”), as amended by Amendment No.1 to the Original Schedule 13D filed on September 30, 2013, Amendment No. 2 to the Original Schedule 13D filed on October 15, 2013, and Amendment No. 3 to the Original Schedule 13D filed on November 4, 2013. The Original Schedule 13D relates to the shares of common stock, par value $0.01 per share, issued by USA Truck, Inc. (“USA Truck” and such shares, the “USA Truck Shares”). The address of the principal executive offices of USA Truck is 3200 Industrial Park Road, Van Buren, Arkansas. Capitalized terms used but not defined in this 13D Amendment No. 4 shall have the meanings ascribed to them in the Original Schedule 13D. Except as set forth herein, the Original Schedule 13D is unmodified.
 
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Item 6 of the Original Schedule 13D is hereby amended by adding the following information:
 
On February 4, 2014, the Knight Entities and USA Truck entered into a Settlement Agreement (the “Settlement Agreement”) pursuant to which the action captioned USA Truck, Inc. v. Knight Transportation, Inc. (the “Litigation”), pending in the United States District Court for the Western District of Arkansas, Forth Smith Division, was dismissed in its entirety with prejudice. Under the terms of the Settlement Agreement, the Knight Entities made no admission of wrongdoing, fault, liability or damage in connection with the Litigation, and the Knight Entities and USA Truck agreed to mutual releases in respect of all claims in connection with the Litigation. In accordance with the terms of the Settlement Agreement, the Knight Entities and USA Truck entered into a Voting Agreement dated as of February 4, 2014 (the “Voting Agreement”) and a Standstill Agreement dated as of February 4, 2014 (the “Standstill Agreement”).
 
Under the terms of the Voting Agreement, the Knight Entities have agreed that, except as described below, from February 4, 2014 through September 30, 2014 (the “Voting Period”), they will not vote any USA Truck Shares at any meeting of USA Truck shareholders but will present such USA Truck Shares as “present” at any such shareholder meeting.
 
In addition, the Knight Entities have agreed that, during the Voting Period, the Knight Entities will not take any action in support of, effect or offer to effect, or knowingly encourage or assist any person to effect or offer to effect the nomination for election as directors of USA Truck, or the election as directors of USA Truck, of persons other than persons recommended by the Nominating and Governance Committee of USA Truck. If the restrictions on the Knight Entities under the Standstill Agreement become inoperative before the end of the Voting Period, the foregoing restriction will likewise become inoperative at such time.
 
USA Truck has agreed that, in the event that during the Voting Period USA Truck proposes to enter into an agreement providing for, or determines to pursue a process for, a change of control transaction or the purchase of securities representing 20% or more of the voting power of USA Truck, or if a person (other than the Knight Entities) proposes a tender offer that would result in a change of control of USA Truck (collectively, a “process”), USA Truck will provide the Knight Entities a reasonable opportunity to participate in such process and to make a proposal with respect to a potential transaction in connection with such process, subject to the bona fide requirements set by USA Truck for participants in such process.   If USA Truck complies with the foregoing, and as a result of any such process, enters into a merger agreement prior to September 30, 2014, and at the time of the vote on the merger, the value of the consideration per USA Truck Share reflected in the merger agreement (calculated as specified in the Voting Agreement) is higher than the value per share offered by the Knight Entities in their most recent proposal to acquire USA Truck (calculated as specified in the Voting Agreement), the Knight Entities will vote all of their USA Truck Shares in support of the proposal offered by such other person. If the foregoing conditions are not satisfied but the USA Truck Board of Directors nevertheless determines, in good faith, that the consideration reflected in the merger agreement represents greater value for USA Truck shareholders than the value of the Knight Entities’ most recent proposal to acquire USA Truck, then the Knight Entities will vote their USA Truck Shares with respect to such transaction in the same proportion as other USA Truck shareholders.
 
Under the terms of the Standstill Agreement, the Knight Entities have agreed that, for a period from February 4, 2014 through September 30, 2014, they will not:
 
·
Effect, offer to effect, or announce any intention to effect or cause to participate in or knowingly assist or encourage any person to effect or offer to effect or participate in:
   
 
°
any acquisition of, or any tender offer for, any securities, assets, indebtedness or business of USA Truck;
     
 
°
any merger or other business combination with USA Truck;
     
 
°
any recapitalization, restructuring, liquidation or other extraordinary transaction with USA Truck; or
     
 
°
any solicitation of proxies to vote any voting securities of USA Truck;
     
·
Take any action that would or would reasonably be expected to require USA Truck or the Knight Entities to make a public announcement regarding any of the foregoing matters;
   
·
Form or join a “group” in respect of the securities of USA Truck;
   
·
Act to seek representation on or to control or influence the management, Board of Directors or policies of USA Truck or to obtain representation on the Board of Directors of USA Truck; or
   
·
Enter into any discussions or arrangements with any third party with respect to any of the foregoing.
 
The Standstill Agreement will become inoperative in the event of a Competing Transaction (as defined in the Standstill Agreement). Should the Knight Entities cease to have, in respect of USA Truck Shares, any reporting obligations under Section 13(d) of the Securities Exchange Act of 1934, as amended, the Knight Entities shall be permitted to make proposals in respect of USA Truck in a manner that would not reasonably be likely to require USA Truck to publicly disclose any such proposal.
 

 
Item 7.  Material to Be Filed as Exhibits.
 
 
Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
 
99.6
Voting Agreement
   
99.7
 Standstill Agreement
   
99.8 Definitions of Certain Terms Used in the Voting Agreement and the Standstill Agreement 
   
99.9 Press Release, dated February 4, 2014, 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.
 
February 4, 2014
 
  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
99.6
Voting Agreement
   
99.7
 Standstill Agreement
   
99.8 Definitions of Certain Terms Used in the Voting Agreement and the Standstill Agreement
   
99.9 Press Release, dated February 4, 2014, issued by Knight Transportation
EX-99.6 2 ex99_6.htm ex99_6.htm
 
 
 
Exhibit 99.6
 
VOTING AGREEMENT
 
A.  
Except as provided in Section D, during the period from the Effective Date through and including September 30, 2014 (the “Voting Period”), Knight agrees that all shares of USA Truck stock Beneficially Owned by Knight or any of its controlled Affiliates shall not be voted (whether in person, by count, by proxy or otherwise) at any meeting of the USA Truck stockholders (other than as required by the next sentence). Knight does agree that during the Voting Period it will present its shares as present at any meeting of stockholders (by proxy or in person). Except for this Voting Agreement, Knight and its Affiliates shall not enter into any voting agreement or arrangement, grant any proxy or become party to any voting trust or other agreement, arrangement or understanding which is inconsistent with, conflicts with or violates any provision of the [Settlement] Agreement or [the Voting Agreement or Standstill Agreement].
 
B.  
In furtherance of the voting agreement set forth herein, during the Voting Period, Knight shall not, and shall not permit any of its controlled Affiliates to, and shall direct its Representatives not to act on its behalf, directly or indirectly, to take any action in support of, or effect, offer or propose (whether publicly or otherwise) to effect, or cause or in any way knowingly encourage or knowingly assist any other person to effect, offer or propose (whether publicly or otherwise), including as a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A) to effect, whether through the dissemination of public statements, the voting of shares of Common Stock (including by taking any action by written consent), the calling of a special meeting of stockholders of USA Truck, the “solicitation” of “proxies” (as such terms are defined in the proxy rules of the SEC), the submission to USA Truck of any shareholder proposal in accordance with Rule 14a-8 under the General Rules and Regulations under the Exchange Act, the institution of any suit or action, or otherwise, the nomination for election as directors of USA Truck, or the election as directors of USA Truck, of persons other than those persons recommended by the Nominating and Governance Committee for election as directors of USA Truck. Notwithstanding the foregoing, the provisions of this Section shall become inoperative and of no force and effect at such time when the provisions under Section A of the Standstill Agreement become inoperative in accordance with the terms of the Standstill Agreement.
 
C.  
In the event that, during the Voting Period, (1) USA Truck proposes to enter into an agreement with any Person or Persons providing for, or determines to pursue a process for: (a) a merger or consolidation, or any similar transaction, involving USA Truck in which, following consummation of such transaction, substantially all of the persons or entities who, immediately prior to such transaction, had beneficial ownership of 50% or more of the voting power of USA Truck would not continue to beneficially own at least 50% of the voting power of the combined entity or would not have the ability to elect a majority of the directors of the combined entity, (b) the purchase or other acquisition of more than 50% of the assets of USA Truck, or (c) the purchase or other acquisition of beneficial ownership of securities representing 20% or more of the voting power of USA Truck, or (2) a Person other than Knight or its Affiliates commences a tender offer or exchange offer with respect to securities representing 50% or more of the voting power of USA Truck (collectively, a “Process”); USA Truck will provide Knight a reasonable opportunity to participate in such Process and to make a proposal with respect to any potential transaction in connection with such Process, subject to whatever requirements it sets for participants in such Process (so long as such requirements are not designed or intended, directly or indirectly, to impair the ability of Knight to participate in the Process).
 
D.  
In the event USA Truck has complied with its obligation set forth in Section C, and as a result of such Process, USA Truck enters into a merger agreement before September 30, 2014 with another Person, then (1) if, at the time of the vote, the value of the consideration per USA Truck share reflected in the merger agreement (with the securities included in the consideration to be determined for this purpose based on the volume weighted average trading price of such security over the 10 trading day period ending on the 5th business day prior to the vote) is higher than the value per share offered by Knight in its most recent proposal to acquire USA Truck (with the value of any security included in the consideration offered by Knight to be determined for this purpose based on the volume weighted average trading price of such security over the 10 trading day period ending on the 5th business day prior to the vote) then Knight shall (and shall cause its controlled Affiliates to) vote all shares it Beneficially Owns in favor of the transaction; however (2) if the conditions of the preceding clause (1) are not satisfied, but USA Truck’s board determines in good faith that the consideration represents greater value for USA Truck’s shareholders than the value of Knight's most recent proposal to acquire USA Truck (including, by way of example only, due to deal certainty or long term value), Knight will vote its shares with respect to the transaction in the same proportion as other USA Truck stockholders.
 
E.  
In the event that Knight or any of its controlled Affiliates becomes the Beneficial Owner of additional shares of Common Stock or other securities entitling the holder thereof to vote or give consent with respect to any matter presented to the Company’s shareholders for approval, then the terms of this [Voting] Agreement shall apply to the shares of Common Stock or other securities of the Company held by Knight or any such controlled Affiliate.
 
F.  
All capitalized terms in this Voting Agreement have the same meaning as set forth in the Settlement Agreement unless otherwise defined herein.
 
[Signature Pages Follow]

 
 
 
 
IN WITNESS WHEREOF, the parties have executed this [Voting] Agreement as of the date set forth above.
 
USA TRUCK, INC.        
         
By:
/s/ John Simone 
   
 
 
Name: John Simone        
Title: Chief Executive Officer
 
 
KNIGHT TRANSPORTATION, INC.        
         
By:
/s/ Kevin P. Knight 
    
 
 
Name: Kevin P. Knight        
Title: Chief Executive Officer
 
 
KNIGHT CAPITAL GROWTH LLC        
         
By:
/s/ Kevin P. Knight
    
 
 
Name: Kevin P. Knight        
Title: Chief Executive Officer
 
 
Dated: February 4, 2014

 

 EX-99.7 3 ex99_7.htm ex99_7.htm
 
 
 
Exhibit 99.7
 
STANDSTILL AGREEMENT
 
A.
Knight agrees that, for a period commencing on the date of this [Standstill] Agreement and continuing until September 30, 2014, neither Knight nor any of its controlled Affiliates or subsidiaries will (and Knight will direct its Representatives not to act on its behalf) to in any manner, directly or indirectly: (a) (x) effect, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or (y) in any way knowingly assist, knowingly facilitate or knowingly encourage any other person to effect, offer or propose (whether publicly or otherwise) to effect or participate in (in each case other than by selling or tendering shares of the Company to any Person), (i) any acquisition of, or any tender or exchange offer for, any securities (or beneficial ownership thereof), or rights or options to acquire any securities (or beneficial ownership thereof), or any assets, indebtedness or businesses of the Company or any of its subsidiaries or controlled Affiliates, (ii) any merger or other business combination with the Company or any of its subsidiaries or controlled Affiliates or assets of the Company or its subsidiaries or controlled Affiliates constituting a significant portion of the consolidated assets of the Company and its subsidiaries, (iii) any recapitalization, restructuring, liquidation or dissolution of, or other extraordinary transaction with, the Company or any of its subsidiaries or controlled Affiliates, or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company or any of its controlled Affiliates; (b) form or join in a Group (other than a Group comprised solely of Knight and its subsidiaries) with respect to the securities of the Company, including, without limitation, by entering into any tender or support agreements with a Person related to any of the actions set forth in this Section (A); (c) otherwise act, alone or with others, to seek representation on or to control or influence the management, Board of Directors or policies of the Company or to obtain representation on the Board of Directors of the Company; (d) take any action that would or would reasonably be expected to require the Company or Knight to make a public announcement regarding any of the types of matters set forth in (a) above; or (e) enter into any discussions or arrangements with any third party (other than its controlled Affiliates, subsidiaries and Representatives) with respect to any of the foregoing. Knight also agrees during such period not to request (in any manner that would reasonably be likely to cause the Company or Knight to disclose publicly) that the Company or any of its Representatives, directly or indirectly, amend or waive any provision of this paragraph (including this sentence).
 
B.
Notwithstanding the foregoing, the provisions of this Standstill Agreement shall be inoperative and of no force or effect in the event of a Competing Transaction. “Competing Transaction” shall mean that a Person, other than Knight or its controlled Affiliates: (v) enters into an agreement with the Company or any of its subsidiaries providing for a purchase, merger, or consolidation, or any similar transaction, involving the Company or any of its controlled Affiliates in which, following consummation of such transaction, substantially all of the Persons or entities who, immediately prior to such transaction, had Beneficial Ownership of 50% or more of the voting power of the Company would not continue to beneficially own at least 50% of the voting power of the combined entity, (w) enters into an agreement with the Company or any of its controlled Affiliates providing for the purchase or other acquisition of, or purchases or otherwise acquires, more than 50% of the consolidated assets of the Company and its controlled Affiliates, (x) enters into an agreement with the Company providing for the purchase or other acquisition of, or purchases or otherwise acquires, Beneficial Ownership of securities representing 20% or more of the voting power of the Company, (y) commences a tender offer or exchange offer with respect to securities representing 50% or more of the voting power of the Company, or (z) (i) makes a public proposal or announcement in aid of attempting to enter into any of the agreements or transactions set forth in clauses (v) through (y) above and (ii) the Company provides such person with non-public information regarding the Company. In the event a Competing Transaction (as defined above) is not otherwise publicly disclosed by the Company, the Company shall promptly notify Knight in writing that this Standstill Agreement shall be inoperative and of no force or effect.
 
C.
In the event that Knight has filed an “exit 13D” with respect to USA Truck’s securities and has no obligation to publicly report its plans or proposals with respect to USA Truck (whether as a member of a Group or otherwise), Knight shall be permitted to make proposals to USA Truck’s Board of Directors (but only in a manner that would not reasonably be likely to cause or require USA Truck or Knight to disclose publicly that Knight made such proposal) regarding any of the transactions set forth in clause (A)(a)(i) – (A)(a)(iii) above.
 
D.
In the event that, during the term of this paragraph, USA Truck initiates a Process by which it intends to consummate any of the transactions set forth in Section B clauses (v) – (y) of the definition of Competing Transaction, USA Truck will provide Knight a reasonable opportunity to participate in such Process and make a proposal with respect to a potential transaction in connection with such Process, subject to whatever requirements it sets for participants in such Process (so long as such requirements are not designed or intended, directly or indirectly, to impair the ability of Knight to participate in the Process).
 
E.
All capitalized terms in this Standstill Agreement have the same meaning as set forth in the Settlement Agreement unless otherwise defined herein.
 
[Signature Pages Follow]

 
 
 
 
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.
 
USA TRUCK, INC.        
         
By:
/s/ John Simone
   
 
 
Name: John Simone        
Title: Chief Executive Officer
         
         
KNIGHT TRANSPORTATION, INC.        
         
By:
/s/ Kevin P. Knight
   
 
 
Name: Kevin P. Knight        
Title: Chief Executive Officer
         
         
KNIGHT CAPITAL GROWTH LLC        
         
By:
/s/ Kevin P. Knight
    
 
 
Name: Kevin P. Knight        
Title: Chief Executive Officer
 
 
 
Dated: February 4, 2014

 
 EX-99.8 4 ex99_8.htm ex99_8.htm
 
 
 
Exhibit 99.8

Definitions of Certain Terms Used in the Voting Agreement and the Standstill Agreement

“Affiliate” has the meaning given to such term in Rule 12b-2 under the Exchange Act.

“Beneficially Owns”, “Beneficially Owned” or “Beneficial Ownership” has the meaning given to such terms in Rule 13d-3 under the Exchange Act.

“Common Stock” means the common stock, par value $0.01, of USA Truck.

“Company” means USA Truck, Inc.

“Competing Transaction” shall mean that a Person, other than Knight or its controlled Affiliates: (v) enters into an agreement with the Company or any of its subsidiaries providing for a purchase, merger, or consolidation, or any similar transaction, involving the Company or any of its controlled Affiliates in which, following consummation of such transaction, substantially all of the Persons or entities who, immediately prior to such transaction, had Beneficial Ownership of 50% or more of the voting power of the Company would not continue to beneficially own at least 50% of the voting power of the combined entity, (w) enters into an agreement with the Company or any of its controlled Affiliates providing for the purchase or other acquisition of, or purchases or otherwise acquires, more than 50% of the consolidated assets of the Company and its controlled Affiliates, (x) enters into an agreement with the Company providing for the purchase or other acquisition of, or purchases or otherwise acquires, Beneficial Ownership of securities representing 20% or more of the voting power of the Company, (y) commences a tender offer or exchange offer with respect to securities representing 50% or more of the voting power of the Company, or (z) (i) makes a public proposal or announcement in aid of attempting to enter into any of the agreements or transactions set forth in clauses (v) through (y) above and (ii) the Company provides such person with non-public information regarding the Company.
 
“Effective Date” means February 4, 2014.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Group” has the meaning given to such term in the Exchange Act.

“Knight” means Knight Transportation, Inc. and Knight Capital Growth LLC.

“Person” has the meaning given such term in Section 13(d)(3) of the Exchange Act and shall
be interpreted broadly to include, among others, any individual, general or limited partnership, corporation, limited liability company, joint venture, estate, group, association or other entity
of any kind or structure.

“Process” has the meaning set forth in Section C of the Voting Agreement.

“Representative” means the officers, directors, agents, representatives, employees, outside counsel, accountants, consultants, financial advisors, lenders and potential sources of financing (and their respective employees) for each of USA Truck and Knight.

“Securities and Exchange Commission” or “SEC” means the United States Securities and Exchange Commission.

“Settlement Agreement” means the Settlement Agreement dated as of February 4, 2014, by and among USA Truck and Knight.

“Standstill Agreement” means the Standstill Agreement dated as of February 4, 2014, by and among USA Truck and Knight.

“USA Truck” means USA Truck, Inc.

“Voting Agreement” means the Voting Agreement dated as of February 4, 2014, by and among USA Truck and Knight.

“Voting Period” has the meaning set forth in Section A of the Voting Agreement.
 
 EX-99.9 5 ex99_9.htm ex99_9.htm
 

 
Exhibit 99.9

FOR IMMEDIATE RELEASE

KNIGHT TRANSPORTATION, INC. ANNOUNCES SETTLEMENT AGREEMENT
WITH USA TRUCK, INC.

Settlement Resolves all Litigation Related to Knight’s Proposal to Acquire USA Truck

PHOENIX – February 4, 2014 – Knight Transportation, Inc. (NYSE: KNX)(“Knight”), one of North America’s largest and most diversified truckload transportation companies, announced today that it has entered into a settlement agreement with USA Truck, Inc. (NASDAQ: USAK) in connection with litigation arising from Knight’s previously announced proposal to acquire USA Truck.

Under the terms of the settlement agreement, USA Truck’s litigation against Knight will be dismissed, with prejudice, and, in connection with the settlement, Knight entered into standstill and voting agreements that extend through September 2014.

“Our agreement with USA Truck represents a positive outcome for our company, as it resolves all related litigation while preserving our flexibility with respect to our investment,” said Kevin Knight, Chairman and Chief Executive Officer of Knight.  “Knight Transportation may continue to own shares in USA Truck and, subject to the terms of the agreement, may consider its options in the future regarding that investment.  At this time, our focus is on leveraging our industry-leading operating efficiency to continue gaining market share and meeting the needs of our customers while considering other potentially value-enhancing external growth opportunities.”

The full terms of the standstill and voting agreements are included in an amendment to the Schedule 13D that Knight will file with respect to USA Truck with the Securities and Exchange Commission.

Evercore is acting as financial advisor to Knight and Fried, Frank, Harris, Shriver & Jacobson LLP is acting as Knight’s legal advisor.

Forward-Looking Statements
Some statements set forth in this press release 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 as a result of the 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:
Knight Transportation, Inc.

David Jackson, 602-269-2000
President

Adam Miller, 602-269-2000
CFO