RUSH ENTERPRISES INC \TX\, 424B4, 1996-06-07

RUSH ENTERPRISES INC \TX\
424B4, 1996-06-07
AUTO DEALERS & GASOLINE STATIONS

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<PAGE> 1
Filed Pursuant to Rule 424(B)(4)
in connection with Registration No.
333-03346 on Form S-1

2,500,000 SHARES

RUSH ENTERPRISES, INC.

COMMON STOCK

------------------------

All of the shares of Common Stock offered hereby are being issued and sold
by Rush Enterprises, Inc. (the "Company"). Prior to this offering, there has
been no public market for the Common Stock of the Company. See "Underwriting"
for a discussion of the factors considered in determining the initial public
offering price. The Company's Common Stock has been approved for quotation and
trading on the Nasdaq National Market under the trading symbol "RUSH."

SEE "RISK FACTORS" ON PAGE 8 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.

------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
=======================================================================================================
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS(1) COMPANY(2)
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------
Per Share.................................................. $12.00 $.84 $11.16
Total(3)................................................... $30,000,000 $2,100,000 $27,900,000
=======================================================================================================

</TABLE>

(1) For information regarding indemnification of the Underwriters by the Company
and certain compensation payable to the Representatives of the Underwriters,
see "Underwriting."

(2) Before deducting expenses of the offering estimated at $500,000, all of
which will be paid by the Company.

(3) The Underwriters have been granted a 30-day option to purchase up to an
additional 375,000 shares of Common Stock from the Company, solely to cover
over-allotments, if any, on the same terms and conditions as the shares
offered hereby. If the Underwriters exercise such option in full, the total
Price to Public, Underwriting Discounts and Commissions, and Proceeds to
Company will be $34,500,000, $2,415,000 and $32,085,000, respectively. See
"Underwriting."

------------------------

The shares of Common Stock are offered by the several Underwriters when, as
and if delivered to and accepted by the Underwriters, subject to their right to
reject orders in whole or in part and to certain other conditions. It is
expected that delivery of the certificates representing the shares of Common
Stock will be made on or about June 12, 1996 at the office of Ladenburg,
Thalmann & Co. Inc., New York, New York.

------------------------

LADENBURG, THALMANN & CO. INC. PRINCIPAL FINANCIAL SECURITIES, INC.
The date of this Prospectus is June 6, 1996.
<PAGE> 2

Gatefold Outside Front Cover

[LOGO]

Picture of Peterbilt Truck
Peterbilt Model 379
[LOGO]

Gatefold Inside Front Cover

Picture of man spray painting truck
Paint & Body Repair

Picture of man operating a computer
After Market Parts Sales

Picture of Peterbilt truck
Peterbilt Model 357

Picture of parts showroom
Parts Showroom

Picture of Peterbilt trucks
Truck Sales

[LOGO]
Picture of map indicating Rush Truck Center Locations

Picture of service and repair shop
Service Bays

Picture of Peterbilt truck
Lease & Rental Truck

Picture of man operating computer
Service Specialist

<PAGE> 3

[PICTURES]

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.

2
<PAGE> 4

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and combined financial statements and the related notes appearing
elsewhere in this Prospectus. In this Prospectus, the term "Company" or "Rush
Enterprises" refers to Rush Enterprises, Inc., a Texas corporation, its
subsidiaries and Associated Acceptance, Inc. ("AA"), the insurance agency
affiliated with the Company. Except as otherwise indicated, (i) all financial
information and operating data in this Prospectus concerning the Company gives
effect to the Reorganization that will be effected simultaneously with the
closing of this offering and (ii) textual information includes the pro forma
operations of Kerr Consolidated, Inc., which was acquired by the Company in
December 1995. See "The Reorganization." Investors should carefully consider the
information set forth under the heading "Risk Factors." Unless otherwise
indicated, the information in this Prospectus does not give effect to the
exercise of the Underwriters' over-allotment option. See "Underwriting."

THE COMPANY

Founded in 1965, Rush Enterprises operates a regional network of truck
centers that provide an integrated one-stop source for the trucking needs of its
customers, including retail sales of new Peterbilt and used heavy-duty trucks;
after-market parts, service and body shop facilities; and a wide array of
financial services, including the financing of new and used truck purchases,
insurance products and truck leasing and rentals. The Company's truck centers
are strategically located in high truck traffic areas on or near major highways
in Texas, California, Oklahoma and Louisiana. The Company is the largest
Peterbilt truck dealer in North America, representing approximately 14.0% of all
new Peterbilt truck sales in 1995, and is the sole authorized vendor for new
Peterbilt trucks and replacement parts in its market areas. The Company was
named Peterbilt Dealer of the Year for North America for the 1993-1994 year.

Peterbilt trucks, which are manufactured by PACCAR, Inc. ("PACCAR"), have a
reputation as premium-quality vehicles which are skillfully designed and driver
friendly, and are typically custom manufactured to satisfy the requirements of
its customers. Peterbilt's premium reputation is an important aspect of the
Company's marketing of new and used trucks, and management believes that such
reputation has resulted in relatively higher resale prices for used Peterbilt
trucks. The Company's customers, which include owner-operators, regional and
national fleets, corporations and local governments, use heavy-duty trucks for
over-the-road and off-highway transportation and handling of virtually all
materials, including general freight, petroleum, wood products, refuse and
construction materials.

The Company currently operates eight full-service and six parts/service
truck centers. The full-service facilities offer a complete line of the
Company's products and services to fully implement the Company's one-stop
strategy, while the parts/service facilities offer a variety of product and
service combinations. The full-service truck centers range in size from 13,500
to 73,000 square feet, with from six to 50 service bays, and are situated on
lots ranging from three to 14 acres, while the parts/service facilities range in
size from 2,500 to 62,000 square feet, with from six to 25 service bays, and are
situated on lots ranging from 0.4 to five acres. The Company's state-of-the-art
service and body shop facilities are equipped for virtually any type of truck
repair on any type of truck and are staffed by experienced, highly-trained and
factory-certified service technicians. Each truck center is a designated
Peterbilt warranty service center and most are authorized service centers for a
number of manufacturers of heavy-duty truck components, including Cummins,
Detroit Diesel, Caterpillar, Eaton and Rockwell. Rush truck centers are the sole
authorized Peterbilt parts and accessories supplier in their territories and
carry a wide variety of Peterbilt and other parts inventory, with an average of
approximately 4,500 items from over 30 suppliers at each location. The Company
utilizes a centralized state-of-the-art management information system that
permits real-time parts tracking, control of inventory mix, automated
reordering, monitoring of customer buying patterns and shifting of truck and
parts inventories from location to location to satisfy customer demand.

As part of its one-stop sales and service strategy, the Company offers
third-party financing and insurance products to assist customers purchasing a
new or used truck, as well as truck leasing and rentals. The Company's new and
used truck financing is typically provided through Associates Commercial
Corporation ("Associates"), the largest third-party provider of heavy-duty truck
financing in North America, and

3
<PAGE> 5

PACCAR Financial. The Company is one of the largest originators of heavy-duty
truck loans for Associates and because of its volume and low historical
delinquency rate, benefits from favorable financing terms. The Company has an
aggregate recourse liability of $600,000 per year in connection with customer
defaults on such financings. The Company sells a complete line of property and
casualty insurance, including collision and liability insurance on trucks, cargo
insurance, standard automobile liability coverages, life, credit life, health,
workers' compensation coverages and homeowner's insurance. The Company also
engages in full-service Peterbilt truck leasing and rental under PACCAR's
PacLease trade name at five locations and currently has 524 trucks in its lease
and rental fleet.

The Company believes that large, multi-location, full-service dealerships,
which offer a large selection of new and used trucks, parts and sophisticated
service and body shop facilities, are able to realize economies of scale and
have a competitive advantage in the truck sales and services industry. As part
of its strategy, the Company has begun to employ a Rush Truck Center branding
program for its facilities to enhance the Company's name recognition and to
communicate the standardized high level of quality products and services
throughout its truck center network. The Company intends to brand each of its
facilities as a Rush Truck Center through distinctive signage and uniform
marketing programs. Currently five locations are branded Rush Truck Centers and
the Company intends to establish all of its facilities as Rush Truck Centers by
December 31, 1996.

The retail heavy-duty truck industry is highly fragmented with over 1,700
dealerships nationwide, including 92 Peterbilt dealerships operating 178
locations. New heavy-duty truck sales historically have shown a high correlation
to the rate of change in industrial production and gross domestic product.
According to data published by the American Automobile Manufacturers Association
("AAMA"), during 1995, new heavy-duty truck sales in the United States surpassed
200,000 units at retail for the first time. Since 1986, however, annual domestic
retail heavy-duty truck sales have averaged approximately 142,000 units.
According to R. L. Polk & Co., 207,413 new heavy-duty trucks were registered in
the United States during 1995. New Peterbilt truck registrations during this
period were 20,035, for a national market share, based on new truck
registrations, of 9.7%. In the Company's seven primary market areas 19,151 new
heavy-duty trucks were registered, 2,657 of which represented new Peterbilts,
resulting in an average market share of 13.9%.

The Company's growth strategy is to continue the expansion of its existing
facilities, to open new facilities in its existing and newly appointed
territories and to acquire additional Peterbilt dealerships in new territories.
Since 1990, at which time the Company operated one full-service facility, one
sales facility, one parts/service facility and one leasing and rental facility
located in Texas, the Company has undertaken an aggressive expansion program.
The Company has subsequently opened four facilities in its existing territories,
one facility in a new territory in Louisiana and acquired six facilities in new
territories in California and Oklahoma. Management believes that it can operate
new facilities effectively and improve the operating results of acquired dealers
as a result of economies of scale, sophisticated management information systems,
purchasing power, merchandising capability and the introduction of enhanced
financial services and products. Additionally, the Company believes that its
aggressive expansion program into California, Oklahoma and Louisiana and
diversification into truck-related services, including financial services,
leasing, renting and service and parts, has reduced cyclicality in the Company's
operations due to geographic diversity and reduced reliance on new and used
truck sales.

The Company's plans include the opening of a full-service truck center in
the Texas Rio Grande Valley area and a parts/service facility in Southern
California, during 1996 and early 1997, at an anticipated cost of approximately
$2.0 million and $1.0 million, respectively. The Company also intends to make
strategic acquisitions of additional Peterbilt dealerships as favorable
opportunities arise; however, there are currently no negotiations, commitments
or agreements with respect to any such acquisitions.

4
<PAGE> 6

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the Company..................... 2,500,000 shares.
Common Stock to be outstanding after the offering(1).... 6,250,000 shares.
Use of proceeds......................................... For debt repayment and general
corporate purposes, including working
capital, funds for opening of
additional locations and acquisitions
of truck dealerships in new markets.
Nasdaq National Market symbol........................... RUSH
</TABLE>

- ---------------
(1) Excludes 500,000 shares issuable under the Company's Incentive Plan adopted
in April 1996 and 250,000 shares reserved for issuance upon the exercise of
warrants to be granted to the Representatives of the Underwriters and their
designees, exercisable at 120% of the public offering price (the
"Representatives' Warrants"). See "Management," "Description of Capital
Stock" and "Underwriting."

5
<PAGE> 7

SUMMARY COMBINED AND PRO FORMA FINANCIAL AND OPERATING DATA

The Summary Combined and Pro Forma Financial and Operating Data below has
been taken or derived from the combined historical and pro forma financial
statements and other records of the Company. The Financial and Operating Data
presented below may not be comparable between periods in all material respects
or indicative of the Company's future financial position or results of
operations due primarily to acquisitions which occurred during the periods
presented, including the acquisition of the Company's California and Oklahoma
operations in February 1994 and December 1995, respectively. See
"Business -- Recent Acquisitions" and Note 16 to the Company's Combined
Financial Statements for a discussion of such acquisitions. The Summary Combined
and Pro Forma Financial and Operating Data should be read in conjunction with
the Company's Historical and Pro Forma Combined Financial Statements and
accompanying notes contained in this Prospectus. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations."

<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED FOUR-MONTH ENDED
AUGUST 31, PERIOD ENDED YEAR ENDED DECEMBER 31, PRO FORMA MARCH 31,
----------------- DECEMBER 31, ------------------------------ DECEMBER 31, -----------------
1991 1992 1992 1993 1994 1995 1995(1) 1995 1996
------- ------- ------------ -------- -------- -------- ------------ ------- -------
(UNAUDITED) (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF INCOME
STATEMENT DATA
Revenues................... $73,605 $83,024 $ 28,415 $110,271 $206,386 $268,478.. $333,279 $64,002 $79,876
Cost of products sold...... 64,179 70,271 24,270 95,811 173,369 225,252 282,533 53,098 65,093
------- ------- ------------ -------- -------- -------- ------------ ------- -------
Gross profit............... 9,426 12,753 4,145 14,460 33,017 43,226 50,746 10,904 14,783
Selling, general and
administrative
expenses................. 8,286 10,233 3,687 11,101 25,789 31,927 37,789 8,758 11,812
Depreciation and
amortization expense..... 430 475 151 1,022 1,615 1,924 2,312 421 547
------- ------- ------------ -------- -------- -------- ------------ ------- -------
Operating income........... 710 2,045 307 2,337 5,613 9,375 10,645 1,725 2,424
Interest expense........... 587 587 15 998 2,048 2,770 3,746 561 973
Minority interest.......... -- -- -- -- 123 162 -- 39 --
------- ------- ------------ -------- -------- -------- ------------ ------- -------
Income from continuing
operations............... $ 123 $ 1,458 $ 292 $ 1,339 $ 3,442 $ 6,443 $ 6,899 $ 1,125 $ 1,451
======= ======= ========== ======== ======== ======== ========== ======= =======
PRO FORMA INCOME
STATEMENT DATA
(UNAUDITED)
Income from continuing
operations before
taxes.................... $ 6,443 $ 6,899 $ 1,125 $ 1,451
Pro forma adjustment to
reflect federal and state
income taxes(2).......... 2,448 2,622 428 552
-------- ------------ ------- -------
Pro forma income from
continuing operations.... $ 3,995 $ 4,277 $ 697 $ 899
======== ========== ======= =======
Pro forma income from
continuing operations per
share(3)................. $ .93 $ 1.00 $ .16 $ .21
======== ========== ======= =======
Weighted average shares
outstanding used in the
pro forma income from
continuing operations per
share calculation........ 4,297 4,297 4,297 4,297
======== ========== ======= =======
Supplemental pro forma net
income from continuing
operations per
share(4)................. $ .90 $ .96 $ .16 $ .21
======== ========== ======= =======
Weighted average shares
outstanding used in the
supplemental pro forma
income from continuing
operations per share
calculation.............. 4,726 4,726 4,398 4,699
======== ========== ======= =======
</TABLE>

6
<PAGE> 8

<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED FOUR-MONTH ENDED
AUGUST 31, PERIOD ENDED YEAR ENDED DECEMBER 31, MARCH 31,
----------------- DECEMBER 31, ------------------------------ -----------------
1991 1992 1992 1993 1994 1995 1995 1996
------- ------- ------------ -------- -------- -------- ------- -------
(IN THOUSANDS, EXCEPT OPERATING DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
OPERATING DATA
Number of locations --
Full-service.......................... 1 1 1 2 6 8 6 8
Parts/service......................... 3 3 3 5 5 6 5 6
------- ------- ------------ -------- -------- -------- ------- -------
Total locations................. 4 4 4 7 11 14 11 14
------- ------- ------------ -------- -------- -------- ------- -------
Unit truck sales --
New trucks............................ 622 623 237 982 1,705 2,263 560 642
Used trucks........................... 436 675 229 647 889 1,135 220 327
------- ------- ------------ -------- -------- -------- ------- -------
Total unit trucks sales......... 1,058 1,298 466 1,629 2,594 3,398 780 969
------- ------- ------------ -------- -------- -------- ------- -------
Aggregate new and used truck finance
contracts sold (in thousands)......... $17,676 $21,295 $ 10,100 $ 32,188 $ 45,453 $ 53,165 $13,527 $16,132
Truck lease and rental units............ 141 100 100 143 345 521 368 524
</TABLE>

<TABLE>
<CAPTION>
AS OF MARCH 31, 1996
----------------------------------------
AS
ACTUAL PRO FORMA(5) ADJUSTED(6)
------- ------------ -----------
(IN THOUSANDS)
<S> <C> <C> <C>
BALANCE SHEET DATA
Working capital............................................................... $ (491) $ (6,491) $17,389
Inventories................................................................... 41,437 41,437 41,437
Total assets.................................................................. 82,883 82,883 99,883
Floor plan financing.......................................................... 37,861 37,861 37,861
Line-of-credit borrowings..................................................... 20 6,020 20
Long-term debt, including current portion..................................... 17,484 17,484 13,084
Shareholders' equity.......................................................... 8,396 1,975 29,375
</TABLE>

- ---------------
(1) Reflects adjustment to give effect to the following purchase transactions as
if such transactions had occurred January 1, 1995: (i) acquisition of Kerr
Consolidated, Inc., and (ii) acquisition of the minority interest in South
Coast Peterbilt. The pro forma information is not necessarily indicative of
the results that actually would have been achieved had such transactions
been consummated as of January 1, 1995, or that may be achieved in the
future. See Pro Forma Combined Statement of Operations and the Notes
thereto.

(2) For all periods presented, the Company was an S corporation and was not
generally subject to corporate income taxes. The pro forma income tax
provision has been computed as if the Company were subject to corporate
income taxes for all periods presented based on the tax laws in effect
during the respective periods. See "S Corporation Distributions" and Note 14
to the Combined Financial Statements.

(3) Pro forma income from continuing operations per share was computed by
dividing pro forma income from continuing operations by the weighted average
number of common shares outstanding, as adjusted for the stock split of the
Common Stock and giving pro forma effect for the issuance of 547,400 shares
of Common Stock, at an initial public offering price of $12.00 per share, to
repay the line-of-credit borrowings made to fund the $6.0 million
distribution to the Company's sole shareholder of the undistributed taxable
S corporation earnings as of March 31, 1996. See "S Corporation
Distributions" and Notes 2 and 4 to the Combined Financial Statements.

(4) Pro forma supplemental income from continuing operations per share was
computed by dividing pro forma income from continuing operations by the
weighted average number of common shares outstanding, as adjusted for the
stock split of the Common Stock and giving pro forma effect for the issuance
of 948,900 shares of Common Stock, at an initial public offering price of
$12.00 per share, to repay the line-of-credit borrowings made to fund the
$6.0 million distribution to the Company's sole shareholder of the
undistributed S corporation earnings at March 31, 1996, and repay certain
balances of outstanding indebtedness as of January 1, 1995. See "Use of
Proceeds" and Notes 2 and 4 to the Combined Financial Statements.

(5) Adjusted to give effect to: (i) the deferred tax liability of approximately
$421,000 resulting from the termination of the Company's status as an S
corporation and (ii) a $6.0 million decrease in shareholder's equity at
March 31, 1996, resulting from a distribution to the sole shareholder
related to the termination of the Company's status as an S corporation. See
"S Corporation Distributions," "Capitalization" and Notes 2 and 14 to the
Combined Financial Statements.

(6) Adjusted to give effect to the sale of 2,500,000 shares of Common Stock
offered hereby at an initial public offering price of $12.00 per share and
the application of the net proceeds therefrom. See "Use of Proceeds" and
"Capitalization."

7
<PAGE> 9

RISK FACTORS

In evaluating an investment in the Common Stock, prospective purchasers
should consider carefully the following risk factors in addition to the other
information presented in this Prospectus. This Prospectus contains
forward-looking statements that involve risks and uncertainties. The Company's
actual results may differ significantly from the results discussed in the
forward-looking statements. Factors that might cause such a difference include,
but are not limited to, those discussed in "Risk Factors."

SUBSTANTIAL DEPENDENCE UPON PACCAR. The Company currently operates as a
franchised dealer of Peterbilt trucks and parts pursuant to dealership
agreements with PACCAR and intends to acquire additional Peterbilt dealerships
in the future. During 1995, approximately 65% of the Company's revenues resulted
from sales, leasing and rental of equipment and parts purchased from PACCAR,
excluding the Company's Oklahoma operations prior to their acquisition and parts
purchased from PACCAR that could have been purchased from other suppliers at
similar prices. Due to the Company's dependence on PACCAR, the Company believes
that the long-term success of its Peterbilt dealerships depends, in large part,
on the overall success of the PACCAR system, the promotional efforts of PACCAR
for its Peterbilt division, the goodwill associated with the Peterbilt
trademark, the continuing manufacture and delivery of competitively-priced, high
quality Peterbilt trucks and parts by PACCAR in quantities sufficient to meet
the Company's requirements, and the quality, consistency and management of the
overall Peterbilt dealership system by PACCAR. The Company has no control over
the management or operation of PACCAR or other Peterbilt dealers. PACCAR
initiated a dealer allocation program in 1995, under which all Peterbilt dealers
were limited in their supply of new trucks to their average sales during the
prior two years. The program did not adversely affect the Company during 1995
and has been discontinued. The Company has not experienced any significant
shortage in its supply of new trucks in the past and none is expected in 1996;
however, there can be no assurance that a shortage will not occur in the future.
PACCAR also manufactures Kenworth heavy-duty trucks which are distributed
through a different, competing dealer network. The Company does not distribute
Kenworth trucks.

DEALERSHIP AGREEMENTS. The Company's dealership agreements with PACCAR
impose a number of restrictions and obligations on the Company. For example,
under the PACCAR dealership agreements, PACCAR can terminate the dealership
agreements in the event of a change of control of the Company or if the Company
violates any of a number of provisions in the dealership agreements, resulting
in a loss to the Company of the right to purchase Peterbilt products and the
right to use the Peterbilt trademark. The loss of such rights would have a
material adverse effect on the Company. For this purpose, a change of control
occurs if (i) W. Marvin Rush, W. M. "Rusty" Rush, Robin M. Rush and other
executives of the Company (the "Dealer Principals") in the aggregate own less
than 30% of the capital stock entitled to vote on the election of directors of
the Company, or (ii) any person or entity other than the Dealer Principals or
any person or entity who has been approved in writing by PACCAR, either (x) owns
a greater percentage of the capital stock entitled to vote on the election of
directors of the Company than the Dealer Principals in the aggregate, or (y)
holds the office of Chairman of the Board, President or Chief Executive Officer
of the Company. In the event that the Company were to find it necessary or
advisable to sell any of its Peterbilt dealership locations, PACCAR retains the
right of first refusal to purchase such dealership location in any proposed
sale. The change of control and right of first refusal provisions could
adversely affect the ability of the Company to obtain financing on favorable
terms and may have anti-takeover effects. As a franchised dealer for Peterbilt,
the Company may have less ability to negotiate price and terms or to substitute
an alternative supplier of trucks and parts than in typical arm's-length
transactions between suppliers and retailers. The Company's dealership
agreements with PACCAR do not contractually provide the Company with exclusive
dealerships in any territory. Although management believes that it is unlikely
that PACCAR will create additional dealers in the market areas in which it
currently operates, there is no assurance that PACCAR will not elect to do so in
the future. See "Business -- Dealership Agreements."

EFFECTS OF DOWNTURN IN GENERAL ECONOMIC CONDITIONS; CYCLICALITY. The
Company's business, as well as the entire retail heavy-duty truck industry, is
dependent on a number of factors relating to general economic conditions,
including fuel prices, interest rate fluctuations, economic recessions and
customer business cycles. In addition, unit sales of new trucks have
historically been subject to substantial cyclical variation based on

8
<PAGE> 10

such general economic conditions. Although industry-wide domestic retail sales
of heavy-duty trucks exceeded 200,000 units for the first time in 1995 according
to the AAMA, new order volume declined toward the end of that year and the
industry forecast a decline of approximately 25% in heavy-duty new truck sales
in 1996. For the first quarter of 1996, industry-wide heavy-duty truck sales
declined 15.5% compared to the first quarter of 1995, while Peterbilt heavy-duty
truck sales declined 2.9% in the same period. During the first quarter of 1996,
the Company's unit sales increased by 82 units, or 14.6%. The Company's Oklahoma
operations acquired in December 1995 contributed an increase of 132 units during
the first quarter of 1996, which was partially offset by a decrease of 50 units,
or 8.9% in unit sales, from its other operations during the period compared with
the first quarter of 1995. The Company's operations may be materially and
adversely affected by any continuation or renewal of general downward economic
pressures or adverse cyclical trends.

COMPETITION. The Company faces vigorous competition for customers and for
suitable dealership locations. The competes with a large number of independent
and factory-owned dealers, some of which operate in more than one location, but
most of which operate in a single location. There is significant competition
both within the markets currently being served by the Company and in new markets
which the Company may enter from time to time. Moreover, the Company's
dealership arrangements with PACCAR do not contractually provide the Company
with exclusive dealerships in any territory. Although management believes that
it is unlikely that PACCAR will create additional dealers in the market areas in
which it currently operates, there is no assurance that PACCAR will not elect to
do so in the future. While Peterbilt dealership agreements, including the
Company's, restrict the dealer from operating sales or service facilities
outside the dealer's assigned territory, such agreements do not restrict fleet
or other sales or marketing activity outside the assigned territory.
Accordingly, the Company may and does engage in fleet sales and other marketing
activities outside its assigned territories and other Peterbilt dealers may
engage in similar activities within the Company's territories. Dealer
competition continues to increase based on accessibility of dealership
locations, the number of the Company's dealership locations, price, value,
quality and design of product as well as attention to customer service
(including technical service). The Company believes that it is competitive in
all of these categories. Nevertheless, the Company anticipates that it will face
strong competition in the future. See "Business -- Competition."

MANAGEMENT OF GROWTH. The Company has undergone a period of rapid growth
during the last five years. Management has expended and expects to continue to
expend significant time and effort in connection with the opening of a number of
new locations. There can be no assurance that the Company's systems, procedures
and controls will be adequate to support the Company's expanding operations. The
inability of the Company to manage its growth properly could have a material
adverse impact on the Company's operations. The Company's planned growth will
also impose significant added responsibilities on members of senior management,
including the need to identify, recruit and integrate new senior level managers
and executives. There is no assurance that such management expansion can be
readily and successfully implemented.

As in the past several years, the Company anticipates that a substantial
portion of its future growth will result from the development or acquisition of
additional Peterbilt dealerships. Accomplishing these expansion goals will
depend upon a number of factors, including the identification of new market
areas in which the Company can successfully compete, the ability of the Company
to obtain suitable sites for new dealerships at an acceptable cost, the
availability from time to time of suitable acquisitions, the Company's financial
capabilities and the integration of new locations into existing operations. In
addition, any potential acquisition of a Peterbilt dealership or opening of a
new dealership outside its current territories would require the approval of
PACCAR. There can be no assurance that PACCAR will not object to ownership
concentration of Peterbilt dealerships beyond a certain level or that the
Company will be able to open and operate new Peterbilt dealerships on a
profitable basis. Moreover, the costs associated with opening such dealerships
may adversely affect the Company's profitability.

SUBSTANTIAL INVENTORY AND FINANCING REQUIREMENTS. The heavy-duty truck
business requires substantial inventories of trucks held for sale to be
maintained at dealer locations in order to facilitate immediate sales to
customers on demand. The Company generally purchases its inventories with the
assistance of a floor plan financing program through General Motors Acceptance
Corporation ("GMAC") which provides for payment at the earlier of the time of
sale for each truck financed or at a fixed date following delivery. In the event
that the Company's financing becomes insufficient to satisfy its future
requirements, the Company would need to obtain similar financing from other
sources. Management believes that the Company has sufficient resources,
operating income and assets to obtain additional floor plan financing and
alternate floor plan financing, if

9
<PAGE> 11

required. There is, however, no assurance that such additional floor plan
financing or alternate financing could be obtained or, if obtained, that it will
be on commercially reasonable terms. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Liquidity and Capital
Resources" and "Business -- Facility Management."

PRODUCT LIABILITY RISK. Products sold by the Company may expose it to
potential liabilities for personal injury or property damage claims relating to
the use of such products. Historically, product liability claims have not had
any material adverse effect upon the Company. While the Company maintains
third-party product liability insurance which it believes to be adequate, and
most manufacturers are required to indemnify the Company for product liability
claims, there can be no assurance that the Company will not experience legal
claims in excess of its insurance coverage, or claims which are ultimately not
covered by insurance or subject to indemnification from manufacturers.
Furthermore, if any significant claims are made against the Company or PACCAR,
the Company's business may be adversely affected by related negative publicity.
See "Business -- Product Liability."

REGULATION. The Company is subject to regulation by various federal and
state agencies, including the United States Department of Transportation ("DOT")
and various state motor vehicle regulatory agencies. The Company is subject to
provisions of the National Traffic and Motor Vehicle Safety Act and the safety
standards for trucks and components which have been promulgated thereunder by
the DOT. The Company is also subject to regulations promulgated by the
Environmental Protection Agency ("EPA") and similar state agencies with respect
to air quality and discharges into the environment, as well as storage,
shipping, disposing and manifesting of hazardous materials and hazardous and
non-hazardous waste. These activities are associated with the repair and
maintenance of heavy-duty trucks at the Company's facilities, and no location or
operation exceeds small quantity generation status. The Company's insurance and
financing services are subject to the laws and regulations of the states in
which it conducts business. These laws and regulations cover all aspects of the
Company's insurance and financing business, including with respect to insurance,
licensing, regulation of premium financing rates and insurance agency
legislation pertaining to insurance agencies and their affiliates; and with
respect to financing, commercial finance regulations that in some states may be
similar to certain consumer finance regulations, including those governing
interest rates and charges, maximum amounts and maturities of credit and
disclosure to debtor of certain terms of each transaction. Although the Company
believes that its operations are in material compliance with current laws and
regulations, there can be no assurance that current regulatory requirements will
not change, that currently unforeseen environmental incidents will not occur or
that contamination or past non-compliance with environmental laws will not be
discovered on properties on which the Company has operated. See
"Business -- Regulation."

S CORPORATION STATUS. Until the closing of this offering, the Company and
AA (the "S Companies"), elected to be treated as S corporations under the
Internal Revenue Code. Under the S corporation rules, the sole shareholder of
the S Companies, W. Marvin Rush, is directly subject to tax on the income of the
S Companies, and all tax returns have been filed consistently with these rules.
While the Company believes that the S Companies have met the S corporation
requirements and no IRS challenge to such treatment has ever been initiated, if,
for any reason, either or both of the S Companies were subsequently determined
by the IRS not to have met S corporation requirements, the S Company or S
Companies affected would be liable to pay federal corporate taxes on its income
at the effective federal corporate tax rate for the period from 1987 through the
closing of this offering, plus interest and perhaps penalties. W. Marvin Rush,
the Chairman of the Board, Chief Executive Officer and principal shareholder of
the Company, has agreed to indemnify the Company for federal income taxes,
interest and penalties incurred by the Company in the event that such S
corporation election is ever determined to have been invalid. While there are
circumstances under which the indemnity may not be available or insufficient to
make the Company whole, the Company believes that, in light of such indemnity,
the Company's liability in the event of an adverse determination is not likely
to be material.

CONCENTRATION OF CREDIT RISK. Pending the application of proceeds raised
in this offering for the other purposes described herein, the Company intends to
invest the proceeds of the offering under an arrangement with GMAC pursuant to
which GMAC permits the Company to earn interest at the prime rate on overnight

10
<PAGE> 12

funds, for up to one-half of the amount borrowed under its floor plan financing,
real estate financing and revolving credit arrangements with GMAC. GMAC is one
of the largest financing sources in the United States and the principal source
of the Company's floor plan financing. Should GMAC experience financial
difficulties that prevent it from repaying principal amounts invested by the
Company under this arrangement, which the Company has no reason to anticipate,
any default by GMAC would not be subject to federal deposit insurance and if the
amounts invested were not recovered, such event would have a material adverse
effect on the Company.

DEPENDENCE UPON KEY PERSONNEL. The Company believes its success depends,
in large part, upon the continued services of W. Marvin Rush, Chairman of the
Board and Chief Executive Officer of the Company, W. M. "Rusty" Rush, President
of the Company, and Robin M. Rush, Executive Vice President of the Company.
Although the Company will enter into employment agreements with Marvin, Rusty
and Robin M. Rush expiring in 2000, the loss of any one of such individuals
could materially and adversely affect the Company. The Company maintains a
key-man life insurance policy on W. Marvin Rush in the amount of $6.0 million.
See "Management -- Employment Agreements and Change-In-Control Arrangements."

CONTROL BY EXISTING SHAREHOLDERS. Upon completion of this offering, W.
Marvin Rush will own approximately 60% of the issued and outstanding shares of
Common Stock (56.6% if the Underwriters' over-allotment is exercised in full).
As a result of such ownership, Mr. Rush will have the power to effectively
control the Company, including the election of directors, the determination of
matters requiring shareholder approval and other matters pertaining to corporate
governance. See "Principal Shareholders."

POSSIBLE ANTI-TAKEOVER EFFECTS. Except as may be otherwise approved from
time to time by PACCAR, the retention of a controlling interest by Mr. Rush or
other Dealer Principals equal to at least 30% of the outstanding voting stock
and a number of voting shares at least equal to that owned by any other person
or group is required under the PACCAR dealership agreements. See
"Business -- Dealership Agreements -- PACCAR." To reduce the risk of a change of
control that might materially adversely affect the Company's business or its
rights under its PACCAR dealership agreements, the Company has adopted a Rights
Plan. In addition, W. Marvin Rush, W. M. "Rusty" Rush, Robin Rush and Barbara
Rush (wife of W. Marvin Rush), have granted PACCAR a right of first refusal to
purchase their respective shares of Common Stock in the event that any of such
individuals desire to transfer in excess of 100,000 shares in any 12-month
period to any person other than a family member, an associate or a Dealer
Principal (as defined in the PACCAR dealership agreements). This right of first
refusal, the shares owned by Mr. Rush, the Rights Plan, the requirement in the
PACCAR dealership agreement that the Dealer Principals retain a controlling
interest in the Company, combined with the ability of the Board of Directors to
issue shares of preferred stock without further vote or action by the
shareholders, may discourage, delay or prevent a change in control of the
Company without further action by the shareholders, which could adversely affect
the market price of the Common Stock. Management of the Company does not have
the right to waive the right of first refusal and the terms of the PACCAR
dealership agreements in order to accept a favorable offer, but the Board of
Directors of the Company may redeem the rights under the Rights Agreement to
accept a favorable offer. See "Description of Capital Stock -- Rights Agreement"
and "-- Preferred Stock."

LACK OF PRIOR MARKET AND POSSIBLE VOLATILITY OF STOCK PRICE. There has
been no public trading market for the Company's Common Stock prior to this
offering. The initial public offering price of the Common Stock will be
determined through negotiations between the Company and the Representatives of
the Underwriters. There can be no assurance that an active trading market will
develop and continue after completion of this offering or that the market price
of the Common Stock will not decline below the initial public offering price.
Future announcements concerning the Company or its competitors, including
government regulations, litigation or changes in earnings estimates or
descriptive materials published by analysts, may cause the market price of the
Common Stock to fluctuate substantially. These fluctuations, as well as general
economic, political and market conditions, such as recessions, may adversely
affect the market price of the Common Stock. See "Underwriting."

DILUTION. Purchasers of the Common Stock in this offering will experience
an immediate and substantial dilution in net tangible book value per share. See
"Dilution."

11
<PAGE> 13

DIVIDEND POLICY. The Company does not anticipate paying cash dividends in
the foreseeable future. See "Dividend Policy."

SHARES ELIGIBLE FOR FUTURE SALE. All shares of the Company's Common Stock
currently outstanding are "restricted securities," as that term is defined in
Rule 144 under the Securities Act of 1933, as amended, and upon completion of
this offering may be sold under certain circumstances without registration,
including pursuant to Rule 144. Nonetheless, the current shareholder has agreed
with the Representatives of the Underwriters not to offer, sell or otherwise
publicly dispose of any shares of Common Stock without the prior written consent
of the Representatives of the Underwriters for a period of 180 days after the
date of this Prospectus. Sales of a substantial number of shares of Common Stock
in the public market following this offering, pursuant to Rule 144 or otherwise,
could adversely affect the market price of the Common Stock.

In addition, an aggregate of 500,000 shares of Common Stock are reserved
for issuance to key employees pursuant to the Company's Incentive Plan. Sales of
a substantial number of shares issued to key employees following the exercise of
options granted pursuant to the Incentive Plan could adversely affect the market
price of the Common Stock. See "Management -- Incentive Plan." The Company has
agreed to issue warrants to the Representatives covering an aggregate of 250,000
shares. The warrant is exercisable for four years, commencing one year following
completion of the offering. See "Underwriting."

THE REORGANIZATION

W. Marvin Rush, the Company's Chairman of the Board and Chief Executive
Officer, currently owns all of the outstanding capital stock of the Company and
AA, the insurance affiliate of the Company. A reorganization (the
"Reorganization") of these entities will be effected simultaneously with the
closing of this offering pursuant to which the Company will form and distribute
all of its assets into operating subsidiaries and AA will contract with a
managing general agent insurance subsidiary of the Company. The result will be
that the Company will own a number of operating subsidiaries which hold
substantially all of the Company's assets, and the profits and losses of AA will
be attributed to the Company through the contractual relationship between AA,
which will continue to be owned by W. Marvin Rush, and the managing general
agent subsidiary of the Company. See "Certain Transactions." Except as otherwise
indicated, all financial information and share and per share data in this
Prospectus give effect to the Reorganization, and references to the Company and
Rush Enterprises include all of the Company's operating subsidiaries and AA.

S CORPORATION DISTRIBUTIONS

The Company and AA have elected to be taxed as S corporations since
September 1, 1987, and January 1, 1987, respectively, and will continue their S
corporation election until the Reorganization is effected simultaneously with
this offering. See "The Reorganization." Consequently, W. Marvin Rush, the sole
shareholder of the Company and AA, has been paying federal income taxes on all
of the net income of the Company and AA directly in past periods and will
continue paying such taxes directly through the date of the Reorganization.
Historically, a portion of the net income of the Company and AA has been
distributed to Mr. Rush. Dividends declared payable for the years ended December
31, 1993, 1994, 1995 and during the three-month period ended March 31, 1996, to
W. Marvin Rush aggregated approximately $1.3 million, $2.1 million, $4.7 million
and $740,000, respectively.

In April 1996, the Company and AA collectively made a distribution of
approximately $1.4 million to W. Marvin Rush in order to provide funds for Mr.
Rush to pay estimated future federal and state income taxes. Simultaneously with
the closing of this offering, the Company and AA will make a distribution of an
aggregate of approximately $6.8 million to W. Marvin Rush, representing
substantially all of the previously undistributed, accumulated net income of the
Company and AA for which taxes have been paid directly by W. Marvin Rush
(including dividends applicable to income subsequent to March 31, 1996 and
certain tax timing differences). This distribution (prior to the termination of
the S corporation election of the Company and AA) will allow Mr. Rush to receive
this accumulated net income without tax. The Company intends to

12
<PAGE> 14

utilize funds available under its line of credit to pay this distribution and a
portion of funds raised from this offering will be used to reduce such line of
credit.

USE OF PROCEEDS

The net proceeds to the Company from the sale of the 2,500,000 shares of
Common Stock offered by the Company hereby (at an initial public offering price
of $12 per share and after deducting estimated underwriting discounts and
commissions and offering expenses) are estimated to be approximately $27.4
million ($31.6 million if the Underwriters' over-allotment option is exercised
in full).

The Company plans to use approximately $11.2 million of the proceeds to
repay indebtedness as described below; approximately $3.6 million to expand and
enhance its truck centers in Laredo and Houston, Texas, in Oklahoma City and
Tulsa, Oklahoma, and in Bossier City, Louisiana; approximately $2.0 million to
acquire land, construct, equip and stock a full-service truck center in the
Texas Rio Grande Valley area; and approximately $1.0 million for equipment,
opening inventory and leasehold improvements to open a parts/service facility in
Southern California. The balance of the net proceeds of $9.6 million ($13.8
million if the Underwriters' over-allotment option is exercised in full) will be
used for general corporate purposes, including working capital and funds to
expand by acquisition into new markets. The Company does not presently have any
agreements or understandings, written or oral, with any third party regarding a
potential acquisition or business combination.

The Company expects to repay approximately $6.8 million under its line of
credit, which bears interest at prime plus 1.5%, that will be borrowed to pay
the S corporation distribution to be made to W. Marvin Rush immediately prior to
the offering. See "S Corporation Distributions." The Company also anticipates
paying approximately $3.7 million in outstanding indebtedness incurred in
connection with the acquisition of certain vehicles used in its lease fleet,
which notes bear interest at between 9.3% and 10.7% and have maturities ranging
from July 1996 to June 2002. The Company also expects to repay the balance of a
$984,000 promissory note issued in connection with the acquisition of the
California operations in the amount of approximately $600,000, which note bears
interest at prime plus 1.0% and matures in January 1999. The Company also plans
to repay approximately $100,000 in outstanding indebtedness incurred in
connection with certain property and equipment acquired by the Company, which
notes bear interest at between 9.3% and 9.6%, and have maturities ranging from
August 1997 to November 2012.

Pending such uses, the net proceeds will be invested under an arrangement
with GMAC pursuant to which GMAC permits the Company to earn interest at the
prime rate on overnight funds, for up to one-half of the amount borrowed under
its floor plan financing, real estate financing and revolving credit
arrangements with GMAC. Any remaining proceeds will be invested in government
securities and other short-term, investment-grade, interest-bearing instruments.

DIVIDEND POLICY

The Board of Directors intends to retain any earnings of the Company to
support operations and to finance expansion and does not intend to pay cash
dividends on the Common Stock in the foreseeable future. Any future
determination as to the payment of dividends will be at the discretion of the
board of directors of the Company, and will depend on the Company's financial
condition, results of operations, capital requirements and such other factors as
the Board of Directors deems relevant.

Because AA and the Company are S corporations, a portion of the net income
of the Company and AA in past years has been distributed to W. Marvin Rush, and
one additional distribution of approximately $6.8 million will be made
simultaneously with the closing of this offering. See "S Corporation
Distributions."

13
<PAGE> 15

DILUTION

At March 31, 1996, the Company had a pro forma negative net tangible book
value of approximately $(825,000) or $(.22) per share, after giving effect to
(i) a deferred tax liability of approximately $421,000 that will result from the
termination of the Company's status as an S corporation immediately prior to the
closing of this offering and (ii) a $6.0 million decrease in shareholder's
equity that will result from a distribution to the sole shareholder immediately
prior to the closing of this offering related to the termination of the
Company's status as an S corporation. See "S Corporation Distributions,"
"Capitalization" and Notes 2 and 14 to the Combined Financial Statements. Pro
forma net tangible book value per share is determined by dividing the pro forma
negative net tangible book value (tangible assets less liabilities) of the
Company by the number of shares of Common Stock outstanding. After giving effect
to the issuance and sale of the 2,500,000 shares of Common Stock offered hereby
(at an initial public offering price of $12.00 per share) and the application of
the estimated net proceeds therefrom as set forth in "Use of Proceeds," the
adjusted pro forma net tangible book value of the Company at March 31, 1996,
would have been $26.6 million or $4.03 per share. This represents an immediate
increase in pro forma net tangible book value of $4.25 per share to the existing
sole shareholder and an immediate dilution of $7.97 per share to new investors
purchasing shares at the initial offering price. The following table illustrates
this dilution per share:

<TABLE>
<S> <C> <C>
Initial public offering price per share..................................... $12.00
Pro forma negative net tangible book value per share as of March 31,
1996................................................................... $(.22)
Increase in pro forma net tangible book value per share attributable to
new investors.......................................................... $4.25
Adjusted pro forma net tangible book value per share after offering......... 4.03
------
Dilution per share to new investors......................................... $ 7.97
======
</TABLE>

14
<PAGE> 16

CAPITALIZATION

The following table sets forth as of March 31, 1996 (i) the actual
capitalization and short-term borrowings of the Company, (ii) the pro forma
capitalization and short-term borrowings of the Company, after giving effect to
(a) the deferred tax liability of approximately $421,000 resulting from the
termination of the Company's status as an S corporation and (b) a $6.0 million
decrease in shareholder's equity resulting from a distribution to the sole
shareholder related to the termination of the Company's status as an S
corporation, but without otherwise giving effect to this offering and (iii) the
capitalization and short-term borrowings of the Company, as adjusted, to give
effect to the foregoing pro forma adjustments and the issuance and sale by the
Company of the 2,500,000 shares of Common Stock offered hereby at an initial
public offering price of $12.00 per share, less offering expenses, and the
application of the net proceeds therefrom. See "Use of Proceeds," "S Corporation
Distributions" and Notes 2 and 14 to the Combined Financial Statements. This
table should be read in conjunction with the Combined Financial Statements and
the Notes thereto, included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
MARCH 31, 1996
-------------------------------------
ACTUAL PRO FORMA AS ADJUSTED
------- --------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
SHORT-TERM DEBT:
Floor plan notes payable................................... $37,861 $37,861 $37,861
Current maturities of long-term debt....................... 3,600 3,600 2,720
Advances outstanding under lines of credit................. 20 6,020 20
------- --------- -----------
Total short-term debt............................ $41,481 $47,481 $40,601
======= ======== =========
Long-term debt, net of current maturities.................. $13,884 $13,884 $10,364
SHAREHOLDERS' EQUITY:
Preferred stock, $.01 par value, 1,000,000 shares
authorized, none outstanding.......................... -- -- --
Common stock, $.01 par value, 25,000,000 shares
authorized, 3,750,000 shares issued and outstanding,
actual and pro forma; 6,250,000 shares outstanding, as
adjusted(2)........................................... 38 38 63
Affiliated Common Stock, $1.00 par value, 750,000 shares
authorized and 451,000 shares outstanding............. 6 6 6
Additional paid-in capital............................... 729 1,931(1) 29,306
Retained earnings........................................ 7,623 -- --
------- --------- -----------
Total shareholders' equity....................... 8,396 1,975 29,375
------- --------- -----------
Total capitalization............................. $22,280 $15,859 $39,739
======= ======== =========
</TABLE>

- ---------------
(1) Reflects the $6.0 million distribution of undistributed accumulated S
corporation earnings as of March 31, 1996, and the reclassification of
retained earnings as of March 31, 1996, to additional paid-in capital.

(2) Excludes (i) 500,000 shares reserved for issuance under the Incentive Plan,
of which options to purchase 19,403 shares have been granted with exercise
prices at 90% of the initial public offering price and (ii) 250,000 shares
reserved for issuance upon the exercise of the Representatives' Warrants.
See "Management -- Incentive Plan" and "Underwriting."

15
<PAGE> 17

SELECTED COMBINED AND PRO FORMA FINANCIAL AND OPERATING DATA

The following Selected Combined and Pro Forma Financial and Operating Data
relating to the Company has been taken or derived from the Combined Financial
Statements and other records of the Company. The combined statements of income
and combined balance sheets for each of the three years in the period ended
December 31, 1995, have been audited by Arthur Andersen LLP, independent public
accountants. The combined statements of income and combined balance sheets for
the four-month period ended December 31, 1992, and for each of the two years
ended August 31, 1992, and the three months ended March 31, 1995 and 1996, have
been derived from the books and records of the Company, for those periods. The
Financial and Operating Data presented below may not be comparable between
periods in all material respects or indicative of the Company's future financial
position or results of operations due primarily to acquisitions which occurred
during the periods presented, including the acquisition of the Company's
California and Oklahoma operations in February 1994 and in December 1995,
respectively. See Note 16 to the Company's Combined Financial Statements for a
discussion of such acquisitions. The Selected Combined and Pro Forma Financial
and Operating Data should be read in conjunction with the Company's Historical
and Pro Forma Combined Financial Statements and related notes and other
financial information included elsewhere in this Prospectus. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED FOUR-MONTH ENDED
AUGUST 31, PERIOD ENDED YEAR ENDED DECEMBER 31, PRO FORMA MARCH 31,
---------------- DECEMBER 31, ---------------------------- DECEMBER 31, ----------------
1991 1992 1992 1993 1994 1995 1995(1) 1995 1996
------- ------- ------------ -------- -------- -------- ------------ ------- -------
(UNAUDITED) (UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF INCOME
STATEMENT DATA
Revenues
New and used truck sales.......... $55,434 $63,730 $ 20,518 $ 79,909 $143,569 $194,173 $243,115 $47,516 $58,133
Parts and service................. 14,997 15,315 6,541 24,604 51,631 58,785 70,254 13,273 16,930
Lease and rental.................. 2,350 2,633 955 2,158 5,476 10,180 13,578 2,085 3,016
Finance and insurance............. 314 745 143 2,247 3,774 4,125 4,125 923 1,486
Other............................. 510 601 258 1,353 1,936 1,215 2,207 205 311
------- ------- ------------ -------- -------- -------- ------------ ------- -------
Total revenues.................. 73,605 83,024 28,415 110,271 206,386 268,478 333,279 64,002 79,876
Cost of products sold............... 64,179 70,271 24,270 95,811 173,369 225,252 282,533 53,098 65,093
------- ------- ------------ -------- -------- -------- ------------ ------- -------
Gross profit........................ 9,426 12,753 4,145 14,460 33,017 43,226 50,746 10,904 14,783
Selling, general and administrative
expenses.......................... 8,286 10,233 3,687 11,101 25,789 31,927 37,789 8,758 11,812
Depreciation and amortization
expense........................... 430 475 151 1,022 1,615 1,924 2,312 421 547
------- ------- ------------ -------- -------- -------- ------------ ------- -------
Operating income.................... 710 2,045 307 2,337 5,613 9,375 10,645 1,725 2,424
Interest expense.................... 587 587 15 998 2,048 2,770 3,746 561 973
Minority interest................... -- -- -- -- 123 162 -- 39 --
------- ------- ------------ -------- -------- -------- ------------ ------- -------
Income from continuing operations... 123 1,458 292 1,339 3,442 6,443 6,899 1,125 1,451
------- ------- ------------ -------- -------- -------- ------------ ------- -------
Discontinued operations --
Operating income (loss)........... (85) (42) 55 325 283 (224) -- (224) --
Gain on disposal.................. -- -- -- -- -- 1,785 -- 1,785 --
------- ------- ------------ -------- -------- -------- ------------ ------- -------
Income from discontinued
operations........................ (85) (42) 55 325 283 1,561 -- 1,561 --
------- ------- ------------ -------- -------- -------- ------------ ------- -------
Net income.......................... $ 38 $ 1,416 $ 347 $ 1,664 $ 3,725 $ 8,004 $ 6,899 $ 2,686 $ 1,451
======= ======= ========== ======== ======== ======== ========== ======= =======
</TABLE>

16
<PAGE> 18

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
YEAR ENDED PRO FORMA MARCH 31,
DECEMBER 31, DECEMBER 31, -------------------
1995 1995(1) 1995 1996
------------ ------------ ------- -------
<S> <C> <C> <C> <C>
(IN THOUSANDS EXCEPT PER SHARE DATA)
PRO FORMA INCOME
STATEMENT DATA (UNAUDITED)
Income from continuing operations before taxes..................... $ 6,443 $ 6,899 $ 1,125 $ 1,451
Pro forma adjustments to reflect federal and state income
taxes(2)......................................................... 2,448 2,622 428 552
------------ ------------ ------- -------
Pro forma income from continuing operations........................ $ 3,995 $ 4,277 $ 697 $ 899
========== ========== ======= =======
Pro forma income from continuing operations per share(3)........... $ .93 $ 1.00 $ .16 $ .21
========== ========== ======= =======
Weighted average shares outstanding used in the pro forma income
from continuing operations per share calculation................. 4,297 4,297 4,297 4,297
========== ========== ======= =======
Supplemental pro forma income from continuing operations per
share(4)......................................................... $ .90 $ .96 $ .16 $ .21
========== ========== ======= =======
Weighted average shares outstanding used in the supplemental pro
forma income from continuing operations per share calculation.... 4,726 4,726 4,398 4,699
========== ========== ======= =======
</TABLE>

<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED FOUR-MONTH ENDED
AUGUST 31, PERIOD ENDED YEAR ENDED DECEMBER 31, MARCH 31,
----------------- DECEMBER 31, --------------------------- -----------------
1991 1992 1992 1993 1994 1995 1995 1996
------- ------- ------------ ------- ------- ------- ------- -------
(IN THOUSANDS, EXCEPT OPERATING DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
OPERATING DATA
Number of locations --
Full-service............................. 1 1 1 2 6 8 6 8
Parts/service............................ 3 3 3 5 5 6 5 6
------- ------- ------------ ------- ------- ------- ------- -------
Total locations........................ 4 4 4 7 11 14 11 14
------- ------- ------------ ------- ------- ------- ------- -------
Unit truck sales --
New trucks............................... 622 623 237 982 1,705 2,263 560 642
Used trucks.............................. 436 675 229 647 889 1,135 220 327
------- ------- ------------ ------- ------- ------- ------- -------
Total unit trucks sales................ 1,058 1,298 466 1,629 2,594 3,398 780 969
------- ------- ------------ ------- ------- ------- ------- -------
Aggregate new and used truck finance
contracts sold (in thousands)............ $17,676 $21,295 $ 10,100 $32,188 $45,453 $53,165 $13,527 $16,132
Truck lease and rental units............... 141 100 100 143 345 521 368 524
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED FOUR-MONTH
AUGUST 31, PERIOD ENDED YEAR ENDED DECEMBER 31,
----------------- DECEMBER 31, --------------------------- MARCH 31, PRO AS
1991 1992 1992 1993 1994 1995 1996 FORMA(5) ADJUSTED(6)
------- ------- ------------ ------- ------- ------- ----------- -------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA
Working capital........... $(1,029) $ 875 $ 2,213 $ (245) $ (937) $ 626 $ (491) $(6,491 ) $17,389
Inventories............... 5,997 6,799 7,960 14,183 20,755 36,517 41,437 41,437 41,437
Total assets.............. 13,824 13,268 17,683 29,263 44,185 76,079 82,883 82,883 99,883
Floor plan financing...... 5,697 4,003 6,023 10,648 17,325 34,294 37,861 37,861 37,861
Line-of-credit
borrowings.............. 925 50 50 950 860 10 20 6,020 20
Long-term debt, including
current portion......... 3,746 4,149 6,002 8,167 8,887 17,277 17,484 17,484 13,084
Shareholders' equity...... 1,105 1,847 2,298 2,706 4,376 7,685 8,396 1,975 29,375
</TABLE>

Footnotes appear on following page

17
<PAGE> 19

(5) Adjusted to give effect to: (i) the deferred tax liability of approximately
$421,000 resulting from the termination of the Company's status as an S
corporation and (ii) a $6.0 million decrease in shareholder's equity at
March 31, 1996 resulting from a distribution to the sole shareholder related
to the termination of the Company's status as an S corporation. See "S
Corporation Distributions," "Capitalization" and Notes 2 and 14 to the
Combined Financial Statements.

18
<PAGE> 20

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

Rush Enterprises operates a regional network of truck centers that provide
an integrated one-stop source for the trucking needs of its customers, including
retail sales of new Peterbilt and used heavy-duty trucks; parts, service and
body shop facilities; and a wide array of financial services, including the
financing of new and used truck purchases, insurance products and truck leasing
and rentals.

In February 1994, the Company consummated the purchase of the assets of
Engs Motor Truck Company ("Engs"), which consisted of three full-service
Peterbilt dealerships located in Pico Rivera, Fontana and Ventura, California,
and a parts store located in Sun Valley, California. As part of the Company's
acquisition strategy, the Company closed the Ventura facility in August 1994,
consolidating its operations into the remaining facilities. The purchase price
was approximately $9.6 million, funded by (i) $3.1 million of cash, (ii) $5.4
million of borrowings under the Company's floor plan financing with GMAC to
purchase new and used truck inventory, and (iii) $984,000 payable pursuant to a
note to the seller. In June 1994 the Company purchased the related leasing and
truck rental operations of Engs for $300,000 in cash. In addition, the Company
entered into a five year consulting agreement with two principals of the seller
under which they are paid an aggregate of $12,500 per month. One of the former
employees of Engs became a 10% partner in the acquired business, and the Company
subsequently purchased this interest in August 1995 for cash consideration of
approximately $435,000.

In March 1995, the Company sold an automobile dealership in San Antonio,
Texas, for cash of approximately $3.6 million.

In December 1995, the Company acquired the assets of Kerr Consolidated,
Inc., which consisted of a full-service Peterbilt dealership and stand-alone
leasing facility in Oklahoma City, Oklahoma, and a full-service Peterbilt
dealership in Tulsa, Oklahoma. The purchase price was approximately $10.2
million, funded by (i) $2.7 million of cash, (ii) $3.9 million of borrowings
under the Company's floor plan financing with GMAC to purchase new and used
truck and parts inventory, (iii) a $750,000 interest-free advance against future
accounts receivable from Interstate Billing Services, Inc. and (iv) $2.8 million
payable pursuant to a note to the seller. The Company also agreed to pay the
principals of Kerr an aggregate consulting fee of $2,225 per month for five
years from the effective date of this offering.

RESULTS OF OPERATIONS

The following discussion and analysis includes the Company's historical
results of operations for 1993, 1994, 1995 and for the three months ended March
31, 1995 and 1996, without giving effect to pro forma results of operations for
the Company's Oklahoma and California operations acquired in December 1995 and
February 1994, respectively, except as expressly indicated.

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<PAGE> 21

The following table sets forth for the years indicated certain financial
data as a percentage of total revenues:

<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED DECEMBER 31, ENDED MARCH 31,
------------------------- ---------------
1993 1994 1995 1995 1996
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
New and used truck sales................... 72.5% 69.6% 72.3% 74.2% 72.8%
Parts and service.......................... 22.3 25.0 21.9 20.7 21.2
Lease and rental........................... 2.0 2.7 3.8 3.3 3.8
Finance and insurance...................... 2.0 1.8 1.5 1.4 1.9
Other...................................... 1.2 0.9 0.5 0.3 0.4
------ ------ ------ ------ ------
Total revenues................... 100.0 100.0 100.0 100.0 100.0
Cost of products sold...................... 86.9 84.0 83.9 83.0 81.5
------ ------ ------ ------ ------
Gross profit............................... 13.1 16.0 16.1 17.0 18.5
Selling, general and administrative
expenses................................. 10.1 12.5 11.9 13.7 14.8
Depreciation and amortization.............. 0.9 0.8 0.7 0.7 0.7
------ ------ ------ ------ ------
Operating income........................... 2.1 2.7 3.5 2.7 3.0
Interest expense........................... 0.9 1.0 1.0 0.9 1.2
------ ------ ------ ------ ------
Income from continuing operations.......... 1.2% 1.7% 2.4% 1.8% 1.8%
====== ====== ====== ====== ======
</TABLE>

THREE MONTHS ENDED MARCH 31, 1996 COMPARED TO THREE MONTHS ENDED MARCH 31, 1995

Revenues

Revenues increased by approximately $15.9 million, or 24.8%, from $64.0
million to $79.9 million from the first quarter of 1995 to the first quarter of
1996. This increase was principally a result of the acquisition of the Company's
Oklahoma operations in December 1995. In addition, slight gains were achieved by
the Company's parts and service, lease and rental, and finance and insurance
operations.

Sales of new and used trucks increased by approximately $10.6 million, or
22.3%, from $47.5 million to $58.1 million from the first quarter of 1995 to the
first quarter of 1996. The acquisition of the Oklahoma operations contributed
$11.4 million of new and used truck sales, which was partially offset by a
$750,000 decrease in new and used truck sales in the Company's other operations.
Unit sales of new and used trucks increased by 14.6% and 48.6%, respectively,
from the first quarter of 1995 to the first quarter of 1996, while new truck
prices increased by 5.4% and used truck prices decreased by 12.2%. All of the
growth in new truck unit sales and most of the growth in used truck unit sales
was attributable to the acquisition of the Company's Oklahoma operations. Most
of the remaining increase in used truck unit sales resulted from higher sales at
the Company's San Antonio, Texas facilities. New truck prices increased at a
rate slightly higher than inflation, and used truck prices decreased due to an
oversupply of used trucks in the market.

Parts and service sales increased by approximately $3.7 million, or 27.6%,
from $13.3 million to $16.9 million primarily as a result of the inclusion of
the Oklahoma operations. The remaining increase was due to the addition of 18
service and body shop bays during 1995 at the Company's facilities in San
Antonio, Texas (10), Lufkin, Texas (6) and Fontana, California (2).

Lease and rental revenues increased by approximately $931,000, or 44.7%,
from $2.1 million to $3.0 million, primarily as the result of the acquisition of
the Company's Oklahoma lease and rental operations in December 1995.

Finance and insurance revenues increased by approximately $563,000, or
61.0%, from $923,000 to $1.5 million from the first quarter of 1995 to the first
quarter of 1996. The majority of the increase resulted from lower borrowing
costs, with the balance of the increase resulting from the acquisition of the
Company's Oklahoma operations in December 1995. Finance and insurance revenues
have limited direct costs and, therefore, contribute a disproportionate share of
operating profits.

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<PAGE> 22

Gross Profit

Gross profit increased by approximately $3.9 million, or 35.6%, from $10.9
million to $14.8 million from the first quarter of 1995 to the first quarter of
1996, primarily due to the increase in revenues from the Oklahoma operations.
Gross profit as a percentage of sales increased from 17.0% to 18.5% from the
first quarter of 1995 to the first quarter of 1996. The increase in gross
margins was due to higher gross margins on new truck sales, parts, service and
body shop operations.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased by approximately
$3.1 million, from $8.8 million to $11.8 million, or 34.9%, from the first
quarter of 1995 to the first quarter of 1996. The majority of the increase
resulted from the acquisition of the Company's Oklahoma operations in December
1995. Most of the remaining increase was due to increased sales volumes.

Interest Expense

Interest expense increased by approximately $412,000 from $561,000 to
$973,000, or 73.4%, from the first quarter of 1995 to the first quarter of 1996,
primarily as the result of increased levels of floor plan financing associated
with higher inventory levels at all locations and additional inventories
associated with the inclusion of the Company's Oklahoma operations acquired in
December 1995, and to a lesser extent from increases in interest rates on the
Company's variable-rate borrowings and higher average outstanding debt balances.

Income from Continuing Operations

Income from continuing operations increased by $326,000, or 29.0% from $1.1
million to $1.5 million from the first quarter of 1995 to the first quarter of
1996, as a result of the factors described above.

1995 COMPARED TO 1994

Revenues

Revenues increased by approximately $62.1 million, or 30.1%, from $206.4
million to $268.5 million from 1994 to 1995. This increase was attributable to
gains achieved by each of the Company's revenue categories. Approximately
one-half of the increase from 1994 to 1995 is due to the inclusion in 1995 of a
full year's results of the Company's California dealership operations which were
acquired in February 1994. Increased activity at the Company's San Antonio
dealership was the next largest contributor to revenue growth, while the balance
of the improvement came throughout all other operating locations.

Sales of new and used trucks increased by approximately $50.6 million, or
35.2%, from $143.6 million to $194.2 million from 1994 to 1995. Unit sales of
new and used trucks increased by 32.3% and 27.7%, respectively, during 1995.
While prices of new trucks remained unchanged during 1995, used truck prices
increased by 16.6%. Unit increases were attributable to the factors discussed
above, while price increases resulted from increased market demand.

Parts and service sales increased by approximately $7.2 million, or 13.9%,
from $51.6 million to $58.8 million primarily as the result of the factors
discussed above plus the addition of 18 service and body shop bays at the
Company's facilities in San Antonio, Texas (10), Lufkin, Texas (6) and Fontana,
California (2). Pricing information and decisions improved following the
implementation of the Company's new management information systems installed in
1994.

Lease and rental revenues increased by approximately $4.7 million, or
85.9%, from $5.5 million to $10.2 million, primarily as the result of (i) the
inclusion of a full year of results from the California lease and rental
operations, which were acquired by the Company in June 1994, and (ii) the
addition of 65 trucks to the California lease and rental fleet during 1995.

Finance and insurance revenues increased by approximately $351,000, or
9.3%, from $3.8 million to $4.1 million from 1994 to 1995, primarily as a result
of the increased sales of new and used trucks discussed

21
<PAGE> 23

above and an addition to the Company's insurance sales staff. Finance and
insurance revenues have limited direct costs and therefore contribute a
disproportionate share of operating profits.

Gross Profit

Gross profit increased by approximately $10.2 million, or 30.9%, from $33.0
million to $43.2 million from 1994 to 1995, primarily due to the increase in
revenues discussed above. Gross profit as a percentage of sales increased
slightly from 16.0% to 16.1% from 1995 to 1994. Higher gross margins on new
truck sales and parts and service and body shop operations offset a decrease in
used truck gross margins and decreased spreads from financing activities caused
by rising interest rates.

Management anticipates further increases in gross margins from parts and
service activities will result from the integration of distribution and
inventory management information systems that was completed in the Company's
Oklahoma operations in December 1995 and in its California operations in April
1996.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased by approximately
$6.1 million, from $25.8 million to $31.9 million, or 23.8%, from 1994 to 1995,
primarily as a result of expenses associated with the California operations. The
balance of the increase resulted from variable expense increases associated with
higher revenues. As a percentage of revenues, selling, general and
administrative expenses declined from 12.5% to 11.9% from 1994 to 1995, due
primarily to the spreading of fixed costs over a larger base of sales, improved
operating efficiencies from the integration of the Company's facilities in
California following their acquisition in February 1994, and implementation of
the Company's management information systems and distribution and management
systems discussed above.

Interest Expense

Interest expense increased by approximately $722,000, from $2.0 million to
$2.8 million, or 35.3%, from 1994 to 1995. Almost half the increase in interest
expense relates to the inclusion of California results for a full year in 1995.
Increased interest expense was also due to the financing of higher inventory
levels to support sales growth as well as increases in interest rates on the
Company's variable-rate borrowings and higher average outstanding debt balances.

Income from Continuing Operations

Income from continuing operations increased by $3.0 million, or 87.2%, from
$3.4 million to $6.4 million from 1994 to 1995, as a result of the factors
described above.

1994 COMPARED TO 1993

Revenues

Revenues increased by approximately $96.1 million, or 87.2%, from $110.3
million to $206.4 million from 1993 to 1994. This increase was attributable to
gains achieved from each of the Company's revenue categories. By far the largest
increase resulted from the acquisition of the Company's California facilities in
February 1994. Lesser contributors to this growth were the expansion of the
Company's facility in Lufkin, Texas into a full-service truck center in May of
1993, and the opening of a full-service truck center in Bossier City, Louisiana
in April of 1994.

Sales of new and used trucks increased by approximately $63.7 million, or
79.7%, from $79.9 million to $143.6 million from 1993 to 1994. Unit sales of new
and used trucks increased by 73.6% and 37.4%, respectively. New truck prices
increased by 7.7% while used truck prices decreased by 11.2%. Unit sales
increases were due to the factors described above. New truck prices increased
due to increased market demand, while used truck prices decreased due to the mix
of trucks sold in 1994.

22
<PAGE> 24

Parts and service sales increased by approximately $27.0 million, or
109.8%, from $24.6 million to $51.6 million from 1993 to 1994, with the
California operations accounting for most of the increase.

Lease and rental revenues increased by approximately $3.3 million, or
153.8%, from $2.2 million to $5.5 million from 1993 to 1994, with virtually all
the growth resulting from the acquisition of the Company's California lease and
rental operations in June 1994.

Finance and insurance revenues increased by approximately $1.5 million, or
68.0%, from $2.2 million to $3.8 million from 1993 to 1994, primarily as a
result of the increased sales of new and used trucks discussed above.

Gross Profit

Gross profit increased by approximately $18.6 million, or 128.3%, from
$14.5 million to $33.0 million from 1993 to 1994, primarily due to the increase
in revenues discussed above. Gross profit as a percentage of sales increased
from 13.1% during 1993 to 16.0% during 1994. The increase in gross margins was
primarily due to the inclusion of the Company's California operations which have
a relatively larger contribution of higher gross margin parts and service sales,
higher gross margins on used truck sales and increased spreads on customer
financings due to improved financing terms. These increases were partially
offset by a slight decrease in new truck gross margins.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased by approximately
$14.7 million, or 132.3%, from $11.1 million to $25.8 million from 1993 to 1994,
primarily as a result of the increase in revenues described above. As a
percentage of revenues, selling, general and administrative expenses increased
from 10.1% to 12.5%, respectively, primarily due to relatively higher overhead
associated with the Company's California facilities acquired in February 1994.

Interest Expense

Interest expense increased by approximately $1.1 million, or 105.2%, from
approximately $1.0 million to $2.0 million, from 1993 to 1994, respectively,
primarily as a result of increased levels of floor plan financing associated
with increased sales and higher inventory levels during 1994, and the
acquisition of the Company's California facilities in February 1994. Interest
expense also increased due to higher average outstanding debt balances.

Income from Continuing Operations

Income from continuing operations increased by $2.1 million, or 157.1%,
from $1.3 million to $3.4 million, from 1993 to 1994, as a result of the factors
described above.

LIQUIDITY AND CAPITAL RESOURCES

The Company's short-term cash needs are primarily for working capital,
including inventory requirements, expansion of existing facilities and
acquisitions of new facilities. These short-term cash needs have historically
been financed with retention of profits and borrowings under credit facilities
available to the Company.

At March 31, 1996, the Company had working capital of approximately
($491,000), including $16.3 million in accounts receivable and $41.4 million in
inventories, offset by $8.2 million of accounts payable and $37.9 million
outstanding under floor plan financing. The aggregate maximum borrowing limits
under working capital lines of credit with various commercial banks are
approximately $6.5 million. The Company's floor plan agreements with its primary
lender limit the aggregate amount of borrowings based on the number of new and
used trucks. As of March 31, 1996, the Company's floor plan arrangements permit
the financing of up to 692 new trucks and 283 used trucks.

23
<PAGE> 25

For 1995, operating activities resulted in net cash used in operations of
approximately $5.4 million. The use of cash in operations was primarily due to
higher levels of accounts receivable and inventories. Accounts receivable
increased by $7.4 million during 1995, primarily as a result of a large fleet
sale made at the end of the year. Inventories increased by $10.6 million during
1995 as the Company returned to normal inventory levels required to support
increased sales volume and expansion and due to acquisition of Oklahoma
operations.

For the first quarter of 1996, operating activities resulted in net cash
used in operations of $886,000, primarily as a result of a $4.9 million increase
in inventories associated with increased sales volume and a continued
replenishment of inventory levels, partially offset by a $1.6 million increase
in accrued liabilities.

During 1995, the Company used $4.7 million of net cash in investing
activities, including capital expenditures of $6.3 million in 1995 that were
principally related to the expansion of its San Antonio facilities, the purchase
of trucks for its lease fleet, the purchase of a new corporate aircraft and
other capital spending. The Company also used net cash of $2.7 million in the
acquisition of its Oklahoma operations in December 1995 and received $3.6
million from the sale of discontinued operations. For the first quarter of 1996,
the Company used $2.6 million of net cash in investing activities. The Company
had $2.9 million in capital expenditures, principally associated with the
purchase of real estate related to the Company's Oklahoma operations.

Net cash provided by financing activities in 1995 amounted to $11.4
million. Cash flows from financing activities included a net increase of $13.1
million in increased floor plan financings and net proceeds from notes payable
of $2.8 million. The Company paid dividends of $3.6 million on the Company's S
corporation earnings to enable its shareholder to make required tax payments.
For the first quarter of 1996, net cash provided by financing activities
amounted to $3.1 million. Cash flows from financing activities included $3.6
million in floor plan financings as a result of higher truck inventories. The
Company paid dividends of $705,000 on the Company's S corporation earnings to
enable its sole shareholder to make required tax payments.

During 1994, operating activities resulted in cash provided by operations
of approximately $5.9 million. The provision of cash from operations was
primarily due to lower levels of inventory. Inventory decreased by $1.7 million
primarily due to strong demand and longer production lead times from PACCAR.

The Company used $11.4 million of net cash in investing activities in 1994.
The Company had capital expenditures of $2.4 million that were principally
related to the acquisition of its California facilities in February 1994. Net
cash provided by financing activities in 1994 amounted to $4.8 million. Cash
flows from financing activities included a $6.7 million net increase in floor
plan financings. The Company paid dividends of $1.5 million on the Company's S
corporation earnings to enable its sole shareholder to make required tax
payments.

During 1995, the Company arranged financing for approximately 25% of its
total new and used truck sales, with approximately 65% related to new truck
sales and the remaining 35% of financing related to used truck sales. The
Company's new and used truck financing is typically provided through Associates
and PACCAR Financial. The Company financed approximately $53.2 million of new
and used truck purchases in 1995. The Company's contracts with Associates and
PACCAR Financial provide for payment to the Company of all finance charges in
excess of a negotiated discount rate within 30 days of the date of financing,
with such payments subject to offsets resulting from the early pay-off, or
defaults under, installment contracts previously sold to Associates and PACCAR
Financial by the Company. The Company's agreements with Associates and PACCAR
Financial limit the aggregate liability of the Company for defaults under the
installment contracts sold to Associates and PACCAR Financial to $400,000 and
$200,000 per year, respectively.

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<PAGE> 26

respect to new trucks. The Company makes monthly interest payments on the amount
financed but is not required to commence loan principal repayments prior to sale
on new vehicles to GMAC for a period of 12 months and for used vehicles for a
period of three months. At March 31, 1996, the Company had $37.9 million
outstanding under its floor plan financing arrangement with GMAC. GMAC permits
the Company to earn, for up to one-half of the amount borrowed under its floor
plan financing arrangement with GMAC, interest at the prime rate on overnight
funds deposited by the Company with GMAC. Following this offering GMAC will
increase the amount of funds that the Company can earn interest at the prime
rate to include one-half of the outstanding floor plan financing, real estate
financing and the line of credit extended by GMAC.

Income Taxes

The Company has historically elected to be taxed as an S corporation for
federal income tax purposes, and the Company's sole shareholder has been paying
federal income taxes on such income directly. Dividends declared payable for the
years ended December 31, 1993, 1994, 1995 and during the three months ended
March 31, 1996, to W. Marvin Rush aggregated approximately $1.3 million, $2.1
million, $4.7 million and $740,000, respectively. The Company made distributions
to its sole shareholder of $1.3 million, $1.5 million, $3.6 million and $705,000
during the years ended 1993, 1994, 1995, and during the three months ended March
31, 1996, respectively, in order to provide funds for the sole shareholder to
pay federal income taxes.

As a result of the termination of the S corporation election simultaneously
with this offering, the Company will be required to record deferred taxes which
relate primarily to the timing differences between financial and income tax
reporting of certain items that were attributable to the periods it had elected
to be treated as an S corporation. Deferred taxes will be recorded according to
FASB Statement No. 109 Accounting for Income Taxes, which requires the use of
the liability method of accounting for the future tax consequences of temporary
differences in the accounting for certain items for financial and income tax
purposes.

The recording of deferred taxes will result in a one-time, non-cash charge
of $421,000 against earnings as an additional income tax provision equal to the
amount of the deferred tax liability.

Use of Proceeds

The Company plans to use approximately $11.2 million of the proceeds from
the offering to repay indebtedness; approximately $3.6 million to expand and
enhance its truck centers in Laredo and Houston, Texas, in Oklahoma City and
Tulsa, Oklahoma, and Bossier City, Louisiana; approximately $2.0 million to
acquire land, construct, equip and stock a full-service truck center in the
Texas Rio Grande Valley area; and approximately $1.0 million for equipment,
opening inventory and leasehold improvements to open a parts/service facility in
Southern California. See "Use of Proceeds." The balance of the net proceeds will
be used for general corporate purposes, including working capital and funds to
expand by acquisition into new markets, open new truck centers in the Company's
existing and new territories and to finance enhancements of other existing
locations. The Company does not presently have any agreements or understandings,
written or oral, with any third party regarding a potential acquisition or
business combination. Pending such uses, the net proceeds will be invested under
the revised arrangement with GMAC under which it will earn interest at the prime
rate on overnight funds. Any remaining proceeds will be invested in government
securities and other short-term, investment-grade, interest-bearing instruments.

After completion of this offering and application of the net proceeds
therefrom, the balance of the net proceeds of $9.6 million ($13.8 million if the
Underwriters' over-allotment option is exercised in full) will be used for
general corporate purposes, including working capital and funds for expansion
and acquisitions into new markets. Management believes that its working capital
following the offering, together with anticipated cash flow from operations,
will be sufficient to finance its business activity for the twelve months
following this offering.

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<PAGE> 27

Backlog

The Company enters firm orders into its backlog at the time the order is
received. Customer orders are typically filled in 75 to 90 days and customers
normally place orders on that basis. However, certain customers, including
fleets and governments, typically place orders six months to one year in advance
of their desired delivery date. The Company in the past has typically allowed
customers to cancel orders at any time prior to delivery, and the Company's
level of cancellations is affected by general economic conditions, economic
recessions and customer business cycles. As a percentage of orders,
cancellations historically have ranged from 5% to 12% of annual order volume.
The Company's backlog as of March 31, 1995 and March 31, 1996 was approximately
$90.0 million and $95.0 million, respectively. Backlog increased principally due
to the acquisition of the Company's Oklahoma operations.

Seasonality

The Company's business is moderately seasonal. Seasonal effects on new
truck sales related to the seasonal purchasing patterns of any single customer
type are mitigated by the Company's diverse customer base, including small and
large fleets, governments, corporations and owner operators. However, truck,
parts and service operations historically have experienced higher volumes of
sales in the second and third quarters. The Company has historically received
benefits from volume purchases and meeting vendor sales targets in the form of
cash rebates, which are typically recognized when received. Approximately 50% of
such rebates are typically received in the fourth quarter, resulting in a
seasonal increase in gross profit.

Cyclicality

The Company's business, as well as the entire retail heavy-duty truck
industry, is dependent on a number of factors relating to general economic
conditions, including fuel prices, interest rate fluctuations, economic
recessions and customer business cycles. In addition, unit sales of new trucks
have historically been subject to substantial cyclical variation based on such
general economic conditions. Although industry-wide domestic retail sales of
heavy-duty trucks exceeded 200,000 units for the first time in 1995 according to
the AAMA, new order volume declined toward the end of that year and the industry
forecasts a decline of approximately 25% in heavy-duty new truck sales in 1996.
For the first quarter of 1996, industry-wide heavy-duty truck sales declined by
15.5% compared to the first quarter of 1995, while Peterbilt heavy-duty truck
sales declined 2.9% in the same period. Although the Company believes that its
geographic expansion and diversification into truck-related services, including
financial services, leasing, rentals and service and parts, will reduce the
overall impact to the Company resulting from general economic conditions
affecting heavy-duty truck sales, the Company's operations may be materially and
adversely affected by any continuation or renewal of general downward economic
pressures or adverse cyclical trends.

Effects of Inflation

The Company believes that the relatively moderate inflation over the last
few years has not had a significant impact on the Company's revenue or
profitability. The Company does not expect inflation to have any near-term
material effect on the sales of its products, although there can be no assurance
that such an effect will not occur in the future.

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<PAGE> 28

BUSINESS

GENERAL

The Company's executive offices are located in the San Antonio, Texas truck
center at 8810 I.H. 10 East, San Antonio, Texas 78219, and its mailing address
is P. O. Box 34630, San Antonio, Texas 78265-4630. The Company's phone number is
(210) 661-4511.

INDUSTRY OVERVIEW

Heavy-duty trucks are primarily used for over-the-road and off-highway
hauling of general freight and a number of vocational applications, including
the hauling of petroleum, wood products, refuse, construction materials and
other specialty uses. Trucks are purchased for commercial purposes and are
outfitted to perform according to the specifications of the user. Customers
include owner-operators, regional and national fleets, corporations and
government organizations.

Trucks marketed by the Company are typically classified in the Class 8
heavy-duty truck category. Class 8 trucks are constructed on a heavy-duty
chassis, which includes the engine, drive train and operations components and
have a minimum gross vehicle weight ("gvw") rating above 33,000 pounds, with the
typical heavy-duty truck having a gross combined weight ("gcw") of approximately
80,000 pounds. Industry-wide negotiated sales prices for new Class 8 heavy-duty
trucks generally range from $57,000 to $100,000 and negotiated sales prices for
new Peterbilt trucks generally range from $65,000 to $100,000, depending upon
features and component specifications.

Typically, Class 8 trucks are assembled by the manufacturer utilizing
certain components manufactured by other companies, including engines,
transmissions, axles, wheels and other components. As trucks and truck
components have become increasingly complex, including the use of computerized
controls and diagnostic systems, the ability to provide state-of-the-art service
for a wide variety of truck equipment has become a competitive factor in the
industry. Such service requires a significant capital investment in advanced
equipment, parts inventory and a high level of training of service personnel.
Additionally, EPA and DOT regulatory guidelines for service processes, including
body shop, paint work and waste disposal, require sophisticated operating and
testing equipment to ensure compliance with environmental and safety standards.
Differentiation between truck dealers has become less dependent on pure price
competition and is increasingly based on their ability to offer a wide variety
of trucking services. These include the ability to provide easily accessible,
efficient and sophisticated truck service, replacement parts, the ability to
offer financing for truck purchases, leasing and rental programs and the ability
to accept multiple unit trade-ins related to large fleet purchases.

The United States retail heavy-duty truck industry is highly fragmented
with over 1,700 dealerships nationwide, including 92 Peterbilt dealerships
operating 178 locations. New heavy-duty truck sales historically

27
<PAGE> 29

have shown a high correlation to the rate of change in industrial production and
gross domestic product. According to data published by the AAMA, during 1995 new
heavy-duty truck sales in the United States surpassed 200,000 units at retail
for the first time, increasing by 8.4% over the 185,696 units sold in 1994 to
201,303 units sold in 1995. Since 1986, however, annual domestic retail
heavy-duty truck sales have averaged approximately 142,000 units. According to
R. L. Polk & Co., during 1995, 207,413 new heavy-duty trucks were registered in
the United States. New Peterbilt truck registrations during this period were
20,035, for a national market share, based on new truck registrations, of 9.7%.
In the Company's seven primary market areas 19,151 new heavy-duty trucks were
registered, 2,657 of which were new Peterbilts, resulting in an average market
share of 13.9%.

BUSINESS STRATEGY

The Company's business strategy is to operate an integrated full-service
dealer network marketing Peterbilt heavy-duty trucks and related services in the
Western and Southern regions of the United States. As part of its business
strategy, the Company will seek to expand its existing dealerships, establish
new full-service and parts/service Peterbilt dealerships in its existing and
newly appointed territories and make strategic acquisitions of additional
Peterbilt heavy-duty truck dealers in new territories. The Company has
successfully implemented its business strategy which has resulted in significant
market penetration within both existing and new market areas. The Company's
objective is to continue to build upon this base of operations and enhance its
position as a leading dealer of heavy-duty trucks and related services by
emphasizing the following key elements of its business strategy.

One-Stop Center. The Company has developed its "one-stop truck center"
where customers can purchase new Peterbilt or used heavy-duty trucks, lease and
rent heavy-duty Peterbilt trucks, as well as purchase after-market parts and
accessories and have virtually any kind of truck serviced by factory-certified
technicians, all at one convenient location. Rush truck centers are the sole
authorized vendor for new Peterbilt trucks and replacement parts in their market
areas and have expansive parts departments that display many of the parts in
open showrooms in a mix tailored to local buying patterns and market trends. As
part of its one-stop sales and service strategy, the Company, through Rush
Financial Services, offers third-party financing and insurance products to
assist customers purchasing a new or used truck, as well as truck leasing and
rentals. The Company's truck centers, three of which are open 24 hours a day,
six days a week for parts and service, are located on or near major highways in
high truck traffic areas. The continued implementation and enhancement of its
one-stop truck center concept is an integral element of the Company's business
strategy.

Dealership Network. The Company believes it is one of the few
organizations in the heavy-duty truck sales and service industry to operate a
large, multi-state, full-service dealership network in an effort to realize
economies of scale. The Company believes that its expansion and increasing
economies of scale have resulted in superior purchasing power, favorable
financing terms and cost savings from centralized management, which have enabled
the Company to maximize profitability and offer competitive prices to its
customers. In addition, the Company's dealership network and consistency in
service have allowed it to reinforce relationships with fleet customers and
attract those customers traveling throughout the Company's territories by
guaranteeing them competitive and uniform pricing for parts and service at each
of its truck centers. Management believes that this has resulted in continuing
customer relationships. Furthermore, because of its large size, strong
relationships with fleet customers and its ability to handle large quantities of
used truck trade-ins, the Company, unlike most dealers, markets and sells to
fleets nationwide.

The Company believes that its aggressive expansion program into California,
Oklahoma and Louisiana and diversification into truck-related services,
including financial services, leasing, renting and service and parts, has
reduced cyclicality in the Company's operations due to geographic diversity and
reduced reliance on new and used truck sales. The geographic diversity of the
Company's dealer network has significantly increased the Company's customer base
while ameliorating the effects of certain local and regional economic downswings
that more severely affect single dealership operators. Management believes that
the Company's full-service concept and continued geographic expansion will help
to mitigate the adverse impact on the Company's operations resulting from
reduced demand for new and used heavy-duty trucks and regional economic
downturns.

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<PAGE> 30

Rush Truck Center Development. The Company has begun to employ a branding
program for its facilities, designating each as a Rush Truck Center through
distinctive signage and uniform marketing programs to enhance its name
recognition and to communicate the standardized high level of quality products
and services throughout its truck center network. The Company believes the Rush
Truck Center strategy will increase its market recognition and encourage its
customers to utilize multiple locations throughout its dealership network.
Currently five locations are branded Rush Truck Centers and the Company intends
to establish all of its facilities as Rush Truck Centers by December 31, 1996.

Expansion in Existing and New Territories. Since 1990, the Company has
opened five facilities in its existing and new territories. As part of its
expansion strategy, the Company intends to continue to open both full-service
and parts/service truck centers to enhance market coverage in its existing
territories and to enter newly appointed territories. In identifying new areas
for expansion and acquisition, the primary focus of the Company is the market's
historic level of new heavy-duty truck registrations, customer buying trends and
the availability of suitable facilities. Management currently plans to open a
full-service truck center in the Texas Rio Grande Valley area and parts/service
facilities in Southern California, during 1996 and early 1997.

The parts/service truck centers offer a variety of product and service
combinations, including parts, rental and leasing services; parts, service and
body shop facilities; and parts only. Management often analyzes the performance
of a parts/service truck center as a factor to determine whether a full-service
facility is warranted in a market area. The Company's truck centers in Lufkin
and Laredo, Texas, and Bossier City, Louisiana, were originally opened as
parts/service facilities and later expanded into full-service dealerships. The
Company also intends to continue to open parts/service facilities in areas of
its territory to maximize market coverage.

PACCAR typically evaluates the management and capitalization of a
prospective dealer in determining whether to grant such prospective dealer
additional Peterbilt territories. The Company believes that its management and
capitalization allow it to effectively compete for such additional dealership
locations. Although the Company does not have exclusive territories, management
believes that it is unlikely that PACCAR will create additional dealerships in
the market areas in which the Company currently operates. The Company is not
aware of any policies of PACCAR that would limit its ability to continue to
acquire additional Peterbilt dealerships; however, there can be no assurance
that PACCAR will not object to ownership concentration of Peterbilt dealerships
beyond a certain level.

Expansion by Acquisition. The Company has, since 1990, acquired four
full-service and two parts/service truck centers, and its current expansion plan
focuses beyond its existing presence in Texas, California, Louisiana and
Oklahoma. The Company's operating strategy and management systems establish a
framework for continued acquisitions into the foreseeable future. Management
believes that it can improve the operating results of acquired dealers as a
result of economies of scale, sophisticated management information systems,
purchasing power, merchandising capability and the introduction of enhanced
financial services and products.

The Company implemented its operating strategy at two full-service
Peterbilt locations and parts stores acquired in California in February 1994,
and has begun to implement its strategy at two full-service locations and a
stand-alone leasing facility acquired in Oklahoma in December 1995. The previous
owner of the California facilities sold 512 new Peterbilt trucks during 1993.
During 1995, the first full year of operations under Rush management, the
Company sold 887 new Peterbilt trucks from the same facilities. This annualized
increase in sales of 31.6% was greater than the 12.9% annualized increase
reported by AAMA for the overall Class 8 heavy-duty retail truck market.
Additionally, the Company believes that the California facilities have
demonstrated significantly improving financial performance since being acquired
by the Company.

Any prospective acquisition which the Company may be able to negotiate
would require the willingness of PACCAR to accept the Company as a Peterbilt
dealer at such additional retail locations. Although the Company is constantly
evaluating acquisition opportunities, as of the date of this Prospectus, the
Company does not have any agreements or understandings, written or oral, with
any third party regarding a potential acquisition or business combination.

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<PAGE> 31

TRUCK CENTERS

The Company currently operates eight full-service and six parts/service
truck centers in Texas, California, Oklahoma and Louisiana. Rush truck centers
are strategically located in high truck traffic areas on or near major highways.
The Company's original dealership opened in Houston, Texas in 1965, and, since
1990, the Company has grown through a combination of acquisitions and new store
openings in its existing and newly-appointed territories. The Company currently
operates three full-service truck centers in Texas, two in Southern California,
two in Oklahoma and one in Louisiana.

The full-service truck centers provide an integrated one-stop source for
the trucking needs of its customers, including retail sales of new Peterbilt and
used heavy-duty trucks; parts, service and body shop facilities; and a wide
array of financial products. The Company's six parts/service facilities offer a
variety of product and service combinations in areas of the Company's markets to
maximize market coverage. Three of the Company's truck centers are open 24 hours
a day, six days a week for parts and services. The Company's plans include the
opening of a full-service truck center in the Texas Rio Grande Valley area and a
parts/service facility in Southern California, during 1996 and early 1997.

The full-service truck centers range in size from 13,500 to 73,000 square
feet, with from six to 50 service bays, and are situated on lots ranging from
three to 14 acres, while the parts/service facilities range in size from 2,500
to 6,200 square feet, with from six to 25 service bays, and are situated on lots
ranging from 0.4 to five acres. The typical full-service Rush truck center
displays between 10 and 100 new and used trucks, has six to 40 repair and
maintenance service bays, four to 20 body shop bays, one to four paint bays, an
open retail parts showroom ranging from 600 to 2,000 square feet, a parts
warehouse ranging from 3,000 to 20,000 square feet and administrative and sales
offices ranging from 1,000 to 7,000 square feet with facility characteristics
determined by market needs.

Set forth below is a summary description of each the Company's facilities:

<TABLE>
<CAPTION>
DATE
OPENED FINANCING
RUSH TRUCK OR TRUCK LEASING AND
CENTER LOCATION ACQUIRED METHOD SALES SERVICE PARTS BODY SHOP AND RENTING INSURANCE
- ----------------------- -------- ----------- ----- ------- ----- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Existing Truck
Centers
San Antonio, TX........ 1968 Start-up -- -- -- -- --
Houston, TX(1)......... 1988 Start-up -- --
Houston, TX(1)......... 1988 Start-up -- -- -- (2)
Houston, TX............ 1993 Start-up -- -- -- (3)
Houston, TX............ 1993 Start-up -- -- --
Lufkin, TX............. 1991 Start-up -- -- -- -- --
Laredo, TX............. 1993 Start-up -- -- -- -- (4) --
Bossier City, LA....... 1994 Start-up -- -- -- -- --
Pico Rivera, CA........ 1994 Acquisition -- -- -- -- -- --
Sun Valley, CA......... 1994 Acquisition --
Fontana, CA............ 1994 Acquisition -- -- -- -- -- --
Tulsa, OK.............. 1995 Acquisition -- -- -- -- --
Oklahoma City, OK...... 1995 Acquisition -- -- -- -- (5) --
Oklahoma City, OK...... 1995 Acquisition -- -- --
Planned Truck Centers
Rio Grande Valley, 1996-97 Start-up -- -- -- -- --
TX...................
Southern CA............ 1996-97 Start-up -- --
</TABLE>

- ---------------
(1) The Company started a full-service dealership in Houston, Texas in 1965,
which was sold in 1979. The Company reacquired the dealership in 1988.

(2) Paint shop only.

(3) Operating at another location in Houston from 1988 to 1993.

(4) Trailer repair shop.

(5) Body shop under construction to be completed in late 1996.

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<PAGE> 32

TRUCK SALES

New Truck Sales. Rush truck centers sell new trucks which are marketed
under the Peterbilt nameplate primarily in the Class 8 diesel category. The
Company also markets Class 7 Peterbilt trucks (having a gvw rating of 26,001 to
33,000 pounds), Peterbilt refuse chassis and cement mixer chassis, GMC
medium-duty trucks and, at its Oklahoma facilities, Volvo Class 8 heavy-duty
trucks. The Company's new Class 8 Peterbilt trucks, which are manufactured and
supplied to the Company by PACCAR, constitute over 90% of all new trucks sold by
the Company. Peterbilt trucks have a reputation as premium-quality vehicles
which are skillfully designed and driver friendly, and are typically customized
to satisfy the requirements of its customers. Peterbilt's premium reputation is
an important aspect of the Company's marketing of new and used trucks and
management believes that such reputation has resulted in relatively higher
resale prices for used Peterbilt trucks. New heavy-duty truck sales are the
largest segment of the Company's business, accounting for approximately 61% of
total revenues in 1995.

The Company's customers use Peterbilt heavy-duty trucks for over-the-road
and off-highway handling of virtually all materials, including general freight,
petroleum, wood products, refuse and construction materials. PACCAR purchases
major truck components, such as engines, transmissions, tires, wheels and axles
from other manufacturers, pursuant to each customer's specifications, to
assemble its new trucks. The Company sells approximately 75% of its new
heavy-duty trucks according to customer order, and the remaining 25% are sold
out of inventory at its truck centers. It takes between 60 days and six months
for the Company to receive delivery from PACCAR on a new truck order from the
time an order is placed.

A new Peterbilt heavy-duty truck typically ranges in negotiated price from
$65,000 to $100,000, while a typical Class 8 truck ranges in negotiated price
from $57,000 to $100,000. The Company aggressively markets to regional and
national fleets, with approximately 59% of all unit sales to fleet customers
(those that purchase more than five trucks in a single 12-month period) and the
balance of new truck sales to other owner-operators, corporations and local
governments. An important competitive issue for the Company's customers is
driver retention, with a typical fleet averaging in excess of 100% driver
turnover annually. Management believes Peterbilt trucks, due to their premium
reputation and attractiveness to the drivers, are increasingly being used by
major fleets and carriers as incentives to attract new drivers and retain
existing drivers.

The Company has a competitive advantage in that it can absorb multi-unit
trade-ins often associated with fleet sales of new trucks and disperse the used
trucks for resale throughout its dealership network. Because of its large size,
strong relationships with fleet customers and its ability to handle large
quantities of used truck trade-ins, the Company, unlike most dealers, markets
and sells to fleets nationwide. Additionally, the Company believes that its
attention to customer service and its broad range of trucking services,
including its ability to offer truck financing and insurance, has resulted in a
high level of customer loyalty. During 1995, approximately 75% of the Company's
truck sales were to repeat customers. The Company sold 2,263 and 642 new trucks
in 1995 and in the three months ended March 31, 1996, respectively, compared
with 1,705 and 560 in 1994 and in the three months ended March 31, 1995,
respectively, excluding Kerr's operations prior to its acquisition.

Used Truck Sales. The Company sells used heavy-duty trucks of numerous
manufacturers, including Peterbilt, Kenworth, Freightliner, Mack and Navistar.
The Company is well positioned to market used heavy-duty trucks due to its
ability to recondition used trucks for resale utilizing its parts and service
departments and to shift inventory from location to location to satisfy customer
demand. Approximately 85% of the Company's used truck fleet is comprised of
trucks taken as trade-ins by new truck customers to be used as all or part of
the new truck customer's down payment, and the remainder are purchased from
third parties for resale on the Company's retail lots.

The Company's used truck sales staff is trained to evaluate each
prospective used truck on the basis of wholesale value and the costs of
delivery, reconditioning and otherwise making the truck ready for sale. In a
fleet purchase of several new trucks, not all of the trucks traded in will be
suitable for sale on a Rush truck center's retail lot. Trucks that are not
acceptable are typically sold at wholesale. Most used trucks acquired by the
Company require some reconditioning prior to resale. The reconditioning process
generally takes between one and three weeks, depending on the type of services
to be performed. The Company utilizes its on-site

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<PAGE> 33

parts, service and body shop facilities to perform such reconditioning services.
Unlike new trucks, the majority of the Company's used trucks are sold "as is"
and without manufacturer's warranty, although manufacturers sometimes provide
limited warranties on used vehicles if they have been reconditioned at a Rush
truck center prior to resale or if the manufacturer's warranty is transferrable
and has not yet expired.

The Company closely monitors the age and quality of its used truck
inventory and transfers such inventory between truck centers in order to
maximize inventory turnover, avoid inventory overstock and understock situations
and satisfy customer demand. The Company sold approximately 1,135 and 327 used
trucks during 1995 and in the three months ended March 31, 1996, respectively,
compared with 889 and 220 used trucks in 1994 and in the three months ended
March 31, 1995, respectively, excluding Kerr's operations prior to its
acquisition.

FINANCIAL SERVICES

As part of its one-stop sales and service strategy, the Company offers
third-party financing and insurance products to assist customers purchasing a
new or used truck. The Company also offers truck leasing and rentals at five of
its locations. Revenues from financial services were $17.7 million in 1995, or
5.3%, of total revenues.

New and Used Truck Financing. Each new and used truck customer is directed
by the Company's truck sales staff to the Company's financial services sales
personnel. The Company, through Associates, the largest third-party provider of
heavy-duty truck financing in North America, and PACCAR Financial, financed
approximately $53.2 million of new and used truck purchases by customers in
1995, an increase of 17.0% from the $45.5 million financed in 1994, excluding
Kerr's operations prior to its acquisition. The Company financed approximately
$16.1 million during the three months ended March 31, 1996, an increase of 19.3%
from the $13.5 million financed during the three months ended March 31, 1995.
The Company is one of the largest originators of Class 8 heavy-duty truck loans
for Associates. At times, the Company also acts as a broker, matching truck
purchasers with alternative financing sources in exchange for a fee that is
determined on a case-by-case basis.

During 1995, the Company arranged customer financing for approximately 25%
of its total new and used truck sales, with approximately 65% related to new
truck sales and the remaining 35% of financing related to used truck sales,
excluding Kerr's operations prior to its acquisition. The financings are
typically installment contracts, which are secured by the trucks financed, and
generally require a down payment of 10% to 30%, with the remaining balance
financed over two to five years. The Company presents all of its financing
opportunities in Texas, Oklahoma and Louisiana to Associates and its financing
opportunities in California to PACCAR Financial. Approximately 75% of the
principal amount financed by the Company under installment contracts during 1995
was financed through Associates, with the remainder financed through PACCAR
Financial. The Company's contracts with Associates and PACCAR Financial provide
for payment to the Company of all finance charges in excess of a negotiated
discount rate within 30 days of the date of financing. Such payments are subject
to offsets resulting from the early pay-off of, or defaults under, installment
contracts previously sold to Associates and PACCAR Financial by the Company. The
Company has been able to negotiate favorable discount rates with Associates and
PACCAR Financial because of its low historical delinquency rate, and, with
respect to Associates, the large volume of trucks financed.

Associates and PACCAR Financial analyze each customer's credit risk and
determine whether they will extend credit and the minimum terms for doing so.
The Company evaluates the standards prescribed by Associates and PACCAR
Financial and determines whether it is agreeable to completing the financing on
such terms. The Company often requires an increased down payment, higher finance
charges or additional collateral in order to complete the financing. The
Company's agreements with Associates and PACCAR Financial limit the aggregate
recourse liability of the Company for defaults under the installment contracts
sold to Associates and PACCAR Financial to $400,000 and $200,000 per year,
respectively. The Company carefully monitors its outstanding installment
contracts and actively communicates with Associates and PACCAR Financial
regarding delinquent accounts. Over the last five years, the default rate on
loans originated by the Company has averaged less than 0.5% per year. The
Company has not in the past

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<PAGE> 34

experienced significant losses resulting from defaults on loans, and such losses
have historically been significantly less than the amount of its total recourse
liability.

Truck Leasing and Rental. The Company engages in full-service Peterbilt
truck leasing under the PacLease trade name at five of its locations. Under the
terms of a full-service lease, all parts sales, service and maintenance for the
lease or rental trucks is performed at the Company's facilities. The Company has
increased its lease and rental fleet from less than 100 trucks in 1993 to
approximately 524 trucks at March 31, 1996. The Company owns approximately 13.0%
of its lease and rental fleet, and approximately 87.0% of the fleet is leased
from PACCAR. The Company was named PacLease Western Region Franchise of the Year
in 1995.

The Company offers both long-term leasing and short-term rentals to its
customers. Approximately 80% of the Company's fleet is leased to customers for
periods ranging from two to five years, and the remainder of the trucks are
rented or leased for periods ranging from one day to two years. The Company
generally holds trucks in its lease and rental fleet for approximately five
years and then typically sells such used trucks through its truck centers. The
Company has consistently realized gains on the sale of such trucks in excess of
lease purchase option values. The Company constantly monitors the age of its
lease and rental fleet, and as trucks are taken out of the fleet, the Company
adds new trucks as needed. The average age of trucks in the Company's lease and
rental fleet is 33 months. The Company's lease and rental customers provide a
market to support the Company's parts and service operations by creating
additional parts sales and service work for the Company. The Company also
receives a rebate from PACCAR for each Peterbilt truck purchased for use in its
lease fleet.

Insurance Agency Services. The Company sells a complete line of property
and casualty insurance, including collision and liability insurance on trucks,
cargo insurance, standard automobile liability coverages, life, credit life and
health, workers' compensation coverages and homeowner's insurance. The Company's
agents are licensed in 25 states to sell insurance for various insurance
companies, including Associates Insurance and Motors Insurance Corporation,
which underwrite the products offered by the Company. While the Company sells a
majority of its insurance products to its truck-purchasing customers, the
Company also sells to the general public. The Company believes it has developed
good relationships with its insurance-purchasing customers which resulted in an
average renewal rate of 88% during 1995.

The Company provides insurance premium financing to its insurance
customers. Lending operations are supported by the Company's insurance
subsidiary's own capital base. Premiums for property and casualty insurance are
typically payable at the time a policy is placed in force or renewed. The
Company's premium financing services allow the insured to pay a portion of the
premium when the policy is placed in force and the balance in monthly
installments substantially over the life of the policy. As security, the Company
retains a contractual right to cancel the insurance policy if a premium
installment is not paid when due. In the event of such cancellation, the Company
applies the unearned premium toward the payment obligation of the insured.
Premium financing which the Company offers to its customers does not involve any
credit risk since no funds are advanced to outside parties and the Company is
fully secured by the unearned premiums on the financed policies.

PARTS, SERVICE AND BODY SHOP OPERATIONS

The parts, service and body shop operations of the Company provide
relatively higher profit margins and tend to be less cyclical than new and used
truck sales. Parts, service and body shop revenues accounted for approximately
$70.3 million, or 21.1%, of the Company's total revenues in 1995.

Parts. Each Rush truck center carries a wide variety of Peterbilt and
other parts inventory, with an average of approximately 4,500 items from over 30
suppliers at each location. The Company is the sole authorized Peterbilt parts
and accessories supplier in each of its markets and estimates that approximately
80% of its service and parts functions are performed on Peterbilt heavy-duty
trucks.

The parts departments support the Company's sales and service functions.
The Company utilizes its parts department when performing its repair,
maintenance and body shop services, including all parts required to

33
<PAGE> 35

recondition used trucks for resale and maintain and repair the Company's lease
fleet. In addition to supporting the Company's service and body shop functions,
the Company markets its parts and accessories both at its truck centers and
through its outside sales staff. The Company's outside sales staff markets parts
directly to fleet customers, who often perform truck maintenance and repairs at
their own in-house service facilities.

The Company's real-time inventory management tracking system reduces delays
in parts delivery, helps maximize inventory turns and assists in controlling the
potential of overstock and understock situations. The Company's inventory system
also assists management in determining the appropriate parts inventory mix in
each location and tailoring such inventory to local buying patterns and market
trends, while monitoring product mix to optimize pricing and maximize profit
margins. The Company's automated reordering system assists each truck center in
maintaining the proper inventory levels and permits inventory delivery to each
location, or directly to customers, typically within 24 hours from the time the
order is placed. The Company provides the standard manufacturer's warranty on
the parts that it sells, which is generally a 90-day to one-year replacement
guarantee.

The Company displays many of its higher margin parts and accessory items in
open showrooms. Open parts showrooms are typically 600 to 2,000 square feet and
feature up to 1,000 parts items and accessories in a mix tailored to local
buying patterns and market trends. In order to maximize turnover, open parts
showrooms are located near driver lounges and other high traffic areas of its
truck centers. The Company encourages qualified customers to open accounts for
parts purchases.

Service and Body Shop. Rush truck centers feature various combinations of
fully equipped service and body shop facilities capable of handling almost any
type of truck repair on virtually any type of truck, from rebuilding entire
trucks and engines to routine maintenance functions, including tune-ups, oil
changes, tire balancing, front-end alignments and inspections. Rush truck
centers offer such services in a relaxed and accommodating atmosphere. Most Rush
truck centers have driver lounges equipped with televisions, recliners, sofas,
phones and food and beverage machines to allow drivers to sleep, relax or
conduct business while waiting for service to be performed. To simplify the
buying process, the Rush truck centers offer "menu" pricing of service and body
shop functions and offer expedited service at a premium price for certain
routine repair and maintenance functions.

The Company has a total of 266 service bays, including 11 paint bays,
throughout its network. The Company performs both warranty and non-warranty
service work, with the cost of the warranty work being reimbursed by the
manufacturer at retail consumer rates. The Company estimates that approximately
20% of its service functions are performed under manufacturers' warranties. Rush
truck centers are Peterbilt designated warranty service centers and most are
authorized service centers for a number of manufacturers of heavy-duty truck
components, including Cummins, Detroit Diesel, Caterpillar, Eaton and Rockwell.
Manufacturers permit warranty work to be performed only at designated warranty
service centers. To enhance accuracy and timeliness in payment of warranty
claims, the Company maintains a computerized system for sending warranty claims
to PACCAR and various other manufacturers.

The Company's service and body shop facilities, three of which are open 24
hours a day, six days a week, are equipped with state-of-the-art tools and
diagnostic equipment and staffed by manufacturer-trained and certified service
technicians. The Company's service technicians perform full-service truck
repairs and make-ready on Peterbilt and virtually any other type of heavy-duty
truck. Rush truck centers' factory-certified service employees regularly attend
manufacturer-sponsored training programs to remain abreast of current diagnostic
and repair and maintenance techniques. The Company employs an innovative
compensation program for its service technicians designed to encourage the
performance of expedited and high quality repair and maintenance services.
Rather than paying service technicians on an hourly basis, each technician
receives a flat rate for each service or repair performed. If a service or
repair is performed incorrectly, the technician making the initial repair or
service must correct the situation without additional compensation. This
compensation arrangement facilitates the retention of efficient service
technicians who can increase their compensation by expeditiously and accurately
completing service and repairs.

The Company's body shops, which include multiple EPA approved paint bays,
are fully equipped to make virtually any type of truck body repair, from
complete reconstruction of truck frames damaged in accidents to

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repairs and replacements of hoods, body panels and fenders. Rush truck centers'
body shops are also used to refurbish trucks in need of updating due to changes
in industry standards or to satisfy regulatory guidelines.

SALES AND MARKETING

The Company's aggressive expansion program and long history of operations
have resulted in a customer base that is diverse in terms of geography, industry
and scale of operations. The Company's customers include owner-operators,
regional and national fleets, corporations and local governments, none of which
accounted for more than 5% of its total sales in 1995. Because of its large
size, strong relationships with fleet customers and its ability to handle large
quantities of used truck trade-ins, the Company, unlike most dealers, markets
and sells to fleets nationwide. Management also believes that the consistently
reliable service received by customers at each Rush truck center and the
Company's longevity have resulted in increased recognition of the "Rush" name,
customer loyalty and continuing customer relationships. During 1995,
approximately 75% of the Company's truck sales were to repeat customers.

The Company believes that large, multi-location, full-service dealerships,
which offer a large selection of new and used trucks, parts and sophisticated
service and body shop facilities, are able to realize economies of scale and
have a competitive advantage in the truck sales and services industry. As part
of its strategy, the Company has begun to employ a Rush Truck Center branding
program for its facilities to enhance the Company's name recognition and to
communicate the standardized high level of quality products and services
throughout its truck center network. The Company intends to brand each of its
facilities as a Rush Truck Center through distinctive signage and uniform
marketing programs. Currently five locations are branded as Rush Truck Centers
and the Company intends to establish all of its facilities as Rush Truck Centers
by December 31, 1996.

The Company generally promotes its trucks and related services through its
sales staff, trade magazine advertisements and attendance at industry shows,
including the International Truck Show and the Southwest Trucking Show. In
addition to cultivating walk-in customers, the Company's sales staff also makes
customer visits and participates in organizations that support industries that
utilize the Company's trucks. The Company uses its proprietary direct mail
database to distribute its bi-monthly truck magazine, which includes new and
used truck and parts specials, and other marketing materials to over 50,000
existing and potential customers. Support of the industry is achieved through
membership and support of trucking organizations, such as the American Truck
Dealers and American Trucking Association. In addition, the Company has a
world-wide web site on the Internet featuring truck and parts specials at
http://www.rushtruckcenters.com.

The Company's new truck sales staff consists of 85 employees, including a
national sales manager and six regional sales managers. Used trucks are sold
through 13 used truck sales personnel, including a national sales manager and
four regional sales managers. The sales staff at each Rush truck center receives
sales training, instruction on technical and operating aspects of the trucks and
education with respect to the industries in which such trucks are utilized,
including the waste-disposal, construction and forestry industries. The sales
staff of each Rush truck center is compensated on a commission and salary basis,
with a high percentage of compensation based on commission.

The Company has approximately 110 parts and service sales employees,
including one national parts and service director, one national parts manager,
one national service manager, 15 regional service managers and 10 regional parts
managers. The Company sells parts in conveniently located open showrooms and
parts counters at its truck centers and directly to fleet customers through its
outside sales staff. The direct marketing to its fleet customers is intended to
position the Company as the primary supplier of parts to such customers, who
often perform truck maintenance and repairs at their own in-house service
facilities.

FACILITY MANAGEMENT

Personnel. Each Rush truck center is managed by a general manager who
oversees the operations, personnel and the financial performance of the
location, subject to the direction of the Company's corporate office. Each Rush
truck center is also typically staffed by a sales manager, parts manager,
service manager, sales representatives, parts employees, and other service and
make-ready employees. The sales staff of each

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Rush truck center is compensated on a salary plus commission basis, with a high
percentage of compensation based on commission, while the general manager, parts
manager and service manager receive a combination of salary and performance
bonus, with a high percentage of compensation based on the performance bonus.
The Company believes that its employees are among the highest paid in the truck
sales industry.

General managers annually prepare detailed monthly forecasts and monthly
profit and loss statements based upon historical information and projected
trends and an element of each general manager's compensation is determined by
meeting or exceeding these operating plans. During the year, general managers
regularly review their Rush truck center's progress with senior management and
make appropriate adjustments as needed. All employees of the Company undergo
annual performance evaluations.

The Company has been successful in retaining its senior management, general
managers and other employees. The average tenure of the Company's current senior
management is 13 years, and the average tenure of its current truck centers
general managers is 10 years with the Company. To promote communication and
efficiency in operating standards, general managers and members of senior
management attend several Company-wide strategy sessions per year. In addition,
management personnel attend various industry-sponsored leadership and management
seminars and receive continuing education on Peterbilt products, marketing
strategies and management information systems.

Members of senior management regularly travel to each location to provide
on-site management and support. Each location is audited twice a year for
administrative record-keeping, human resources and environmental compliance
matters. The Company has instituted succession planning pursuant to which
employees in each truck center are groomed as assistant managers to assume
management responsibilities in existing and future dealerships.

Purchasing and Suppliers. The Company believes that pricing is an
important element of its marketing strategy. Because of its size, the Company
benefits from volume purchases at favorable prices that permit it to achieve a
competitive pricing position in the industry. The Company purchases its
Peterbilt heavy-duty truck inventory and Peterbilt parts and accessories
directly from PACCAR. All other manufacturers' parts and accessories, including
those of Cummins, Detroit Diesel, Caterpillar and others are purchased through
wholesale vendors or from PACCAR, who buys such products in bulk for resale to
the Company and other Peterbilt dealers. All purchasing, volume and pricing
levels and commitments are negotiated by the Company's corporate headquarters.
The Company has been able to negotiate favorable terms, which facilitates the
Company's ability to offer competitive prices for its products.

Management Information Systems. Each Rush truck center maintains a
centralized real-time inventory tracking system which is accessible
simultaneously by all locations and by the Company's corporate office. The
Company utilizes the information assimilated from its management information
systems to determine and monitor the appropriate inventory level at each
facility. From this information, management has developed a model reflecting
historic sales levels of different product lines. This information identifies
the appropriate level and mix of inventory and forms the basis of the Company's
operating plan. The Company's management information systems and databases are
also used to monitor market conditions, sales information and assess product and
expansion strategies. Information received from state and regulatory agencies,
manufacturers and industry contacts allows the Company to determine market share
statistics and gross volume sales numbers for its products as well as those of
competitors. This information impacts ongoing operations by allowing the Company
to remain abreast of changes within the market and allows management to react
accordingly by realigning product lines and by adding new product lines and
models.

Distribution and Inventory Management. The Company utilizes its real-time
inventory management tracking system to maintain a close link between each truck
center. This link allows for a timely and cost-effective sharing of managerial
and sales information as well as the prompt transfer of inventory among various
locations. The transfer of inventory reduces delays in delivery, helps maximize
inventory turns and assists in controlling problems created by overstock and
understock situations. The Company is linked directly to its major suppliers,
including PACCAR and GMC, via real-time satellite communication links for
purposes of ordering and inventory management. These automated reordering and
satellite communication systems allow

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the Company to maintain proper inventory levels and permit the Company to have
inventory delivered to its locations, or directly to customers, typically within
24 hours of an order being placed.

RECENT ACQUISITIONS

California Facilities. In February 1994, the Company consummated the
purchase of all of the assets of Engs, an entity owning three full-service
Peterbilt dealerships located in Pico Rivera, Fontana and Ventura, California,
and a parts store located in Sun Valley, California. As part of the Company's
acquisition strategy, the Company closed the Ventura facility in August 1994,
consolidating its operations into the remaining facilities. This acquisition
provided the Company with an immediate market presence in Southern California.
The purchase price was approximately $9.6 million, funded by (i) $3.1 million of
cash, (ii) $5.4 million of borrowings under the Company's floor plan financing
with GMAC to purchase new and used truck inventory, and (iii) $984,000 payable
pursuant to a note to the seller. In June 1994, the Company purchased the
related leasing and truck rental operations of Engs for $300,000 in cash. In
addition, the Company entered into a five-year consulting agreement with two
principals of the seller under which they are paid an aggregate of $12,500 per
month. One of the former employees of Engs became a 10% partner in the acquired
business, and the Company subsequently purchased this interest in August 1995
for cash consideration of approximately $435,000.

The previous owner of the California facilities sold 512 new Peterbilt
trucks during 1993, whereas the Company sold 887 new Peterbilt trucks from the
same facilities during 1995, the first full year of operations under Rush
management. This annualized increase in sales of 31.6% was greater than the
12.9% annualized increase reported by AAMA for the overall Class 8 heavy-duty
retail truck market. Additionally, the Company believes that the California
facilities have demonstrated significantly improving financial performance since
being acquired by the Company.

Oklahoma Facilities. In December 1995, the Company acquired the assets of
Kerr, which consisted of a full-service Peterbilt dealership and stand-alone
leasing facility in Oklahoma City, Oklahoma, and a full-service Peterbilt
dealership in Tulsa, Oklahoma. The sales mix of such facilities has historically
been similar to that of the Company. The acquisition of such facilities provides
the Company with an immediate market presence in the state of Oklahoma. The
purchase price was approximately $10.2 million, funded by (i) $2.7 million of
cash, (ii) $3.9 million of borrowings under the Company's floor plan financing
with GMAC to purchase new and used truck and parts inventory, (iii) a $750,000
interest-free advance against future accounts receivable, and (iv) $2.8 million
payable pursuant to a note to the seller. The Company also agreed to pay the
principals of Kerr an aggregate consulting fee of $2,225 per month for five
years from the effective date of this offering.

COMPETITION

There is significant competition both within the markets currently being
served by the Company and in new markets into which the Company may enter.
Dealer competition continues to increase based on accessibility of dealership
location, the number of the Company's dealership locations, price, value,
quality and design of the product as well as attention to customer service
(including technical service). The Company believes that it is competitive in
all of these categories. Despite being what the Company believes to be one of
the largest dealers in the industry in terms of total revenues, during 1995 the
Company accounted for approximately 1.3% of all new Class 8 truck sales in North
America.

The Company's products compete with Class 8 and Class 7 trucks made by
other manufacturers and sold through competing independent and factory-owned
truck dealerships, including trucks manufactured by Navistar (International),
Mack, Freightliner, Volvo, Ford, Western Star, other Class 8 trucks manufactured
by PACCAR (Kenworth) and other manufacturers. Management believes it is able to
effectively compete with dealerships and service providers on the basis of
overall Peterbilt product quality, reputation and name recognition as well as
its ability to provide full parts and service support, financing and insurance
and other customer services, at easily accessible locations in high truck
traffic areas on or near major highways.

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DEALERSHIP AGREEMENTS

PACCAR. The Company has entered into non-exclusive dealership agreements
(the "Dealership Agreements") with PACCAR with respect to each of the Company's
territories. The Dealership Agreements each have current terms expiring between
February 1997 and December 1998 and may be terminated by PACCAR upon a violation
by the Company of the provisions contained therein. Upon the expiration of the
term of the Dealership Agreements, written renewals of such agreements must be
executed by PACCAR. Any termination or non-renewal of the Dealership Agreements
must be done by PACCAR in accordance with both state and federal legislation
designed to protect dealers from arbitrary termination or non-renewal of
franchise agreements. The Automobile Dealers Day in Court Act and applicable
state laws provide that termination or non-renewal of a dealership agreement
must be done in "good faith" and upon a showing of "good cause" by the
manufacturer for such termination or non-renewal, as those terms have been
defined by statute and case law. The Company has consistently had its Dealership
Agreements renewed and the Company anticipates obtaining renewals in the future.
However, no assurances can be given that such renewals will be obtained. PACCAR
agreed to an amendment to the Dealership Agreements in order to permit this
offering.

The Company is not required to pay a royalty fee under the Dealership
Agreements. Rather, the Company has agreed to stock, sell at retail and service
Peterbilt trucks and products in its defined market areas. Pursuant to the terms
of the Dealership Agreements, the Company is entitled to use the "Peterbilt"
name, trade symbols and intellectual property. PACCAR periodically furnishes the
Company general and specialized truck and parts sales and other service and
technical training programs and makes available to the Company copies of service
manuals and bulletins, publications and technical data to assist in the
effective operation of the Company's services and parts operations. PACCAR also
makes available field personnel who periodically advise the Company on sales,
parts and service related subjects, including fleet sales, product quality,
technical adjustments, repair, replacement and sale of products, customer
relations, warranty administration, and service and parts merchandising,
training and management. PACCAR maintains general advertising and promotion
programs for the sale of Peterbilt products.

Each of the Company's dealerships is required to establish and maintain a
ratio of net working capital to total assets ranging from .05 to .25 as provided
in its Dealership Agreement. If at any time a dealership's net working capital
falls below the minimum requirements as determined from time to time by PACCAR,
the dealership is required to take steps reasonably necessary to meet such
minimum capital requirements. The Company has had no problem in the past
satisfying such minimum capitalization requirements and does not anticipate any
problems through fiscal 1996. The Dealership Agreements also require the Company
to maintain a uniform accounting system designated by PACCAR and provide PACCAR
with monthly financial and operating data.

The Company is required to provide 60 days' prior written notice to PACCAR
before it enters into a written agreement to sell and service the competitive
vehicles of another truck manufacturer. The purpose of the notice is to provide
PACCAR with an opportunity to evaluate and discuss with the Company the likely
effect of such an action on the Company, PACCAR and the other Peterbilt dealers.

In the event of a change of control of the Company, the Dealership
Agreement may be immediately terminated by PACCAR. For this purpose, a change of
control occurs (i) if the Dealer Principals (W. Marvin Rush, W. M. "Rusty" Rush,
Robin M. Rush and other executives of the Company) in the aggregate own less
than 30% of the capital stock entitled to vote on the election of directors of
the Company, or (ii) if any "person" (as that term is defined under the
Securities Exchange Act of 1934, as amended) other than the Dealer Principals or
any person who has been approved in writing by PACCAR, either (x) owns a greater
percentage of the capital stock entitled to vote on the election of directors of
the Company than the Dealer Principals in the aggregate, or (y) holds the office
of Chairman of the Board, President or Chief Executive Officer of the Company.
In the event that the Company were to find it necessary or advisable to sell any
of its Peterbilt dealership locations, PACCAR retains the right of first refusal
to purchase such dealership location in any proposed sale. The change of control
and right of first refusal provisions may have anti-takeover effects.

In addition to its dealership agreements with PACCAR, the Company is also
an authorized dealer for Volvo GM Heavy Truck Corporation ("Volvo") and General
Motors Corporation ("GMC") at certain of the Company's locations.

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Volvo. The Company is an authorized, exclusive retail dealer of new Volvo
trucks and parts at its Oklahoma City and Tulsa, Oklahoma facilities. As part of
the dealership agreement with Volvo (the "Volvo Agreement"), the Company is
granted the right to use various Volvo trademarks in the conduct of its business
and the benefit of Volvo materials and training. In order to remain in
compliance with the terms of the Volvo Agreement, the Company must meet certain
sales, service and facilities criteria established by Volvo, provide Volvo with
various financial and planning documents on a regular basis and provide warranty
repairs on covered Volvo trucks.

The Volvo Agreement is effective through March 31, 2000 and is renewed
annually unless terminated according to the provisions of the Volvo Agreement.
The occurrence of any of the following events constitutes grounds for
termination by Volvo: (a) ownership of a majority of the capital stock of the
Company by persons other than W. Marvin Rush and members of his family; (b)
disputes among, or actions by, the Controlling Individuals which may adversely
affect the reputation of Volvo; (c) the sale by the Company of any of its
principal operating assets; (d) the sale or transfer of the Volvo Agreement to
an unauthorized party; and (e) the occurrence of various other material breaches
enumerated in the Volvo Agreement which are typical of dealership agreements.

GMC. Under the Company's non-exclusive dealership Agreement with GMC (the
"GMC Agreement"), GMC provides the Company with, among other things, trucks,
parts and training in the sales and service of GMC medium-duty trucks. GMC also
allows the Company to use various GMC licenses, trade symbols and intellectual
property owned by GMC. The Company is obligated to conform its operations to the
standards established by the GMC Agreement and ongoing reviews of the Company's
facilities and operations. The obligations of the Company include maintaining
minimum size and appearance standards for its dealership facilities, maintaining
its accounting records in conformance with GMC standards, performing GMC
warranty repairs and responsibly promoting the sale and service of GMC products
throughout the Company's assigned territory.

The GMC Agreement is effective through October 31, 2000 and may be
terminated by GMC in specific circumstances. The GMC Agreement is based on the
personal relationship between GMC and the Dealer Operators (W. Marvin Rush, W.
M. "Rusty" Rush and Robin M. Rush) and prohibits any attempted assignment,
including upon the death or incapacity of one or more of the Dealer Operators,
of the GMC Agreement to a third party which is not expressly approved by GMC.
With regard to any proposed assignment of the GMC Agreement, GMC retains a right
of first refusal on any offers to purchase the GMC Agreement. The Company is
also prohibited from making any transfer of more than a ten percent equity
interest in the Company without the consent of GMC. Some of the additional
grounds upon which GMC may terminate the GMC Agreement are: (a) material
conflicts with GMC over the Company's facilities and operations; (b) misconduct
by the Company or the Dealer Operators; or (c) failure to maintain the specified
net capital requirement and an open line of credit pursuant to the terms of the
GMC Agreement. The Company has remained in compliance with the terms of the GMC
Agreement and anticipates no conflicts through 1996.

The Company believes that the change of ownership resulting from this
offering will violate the GMC Agreement and that such agreements will be
terminable by GMC after the completion of the offering. The termination of the
GMC Agreement would not have a material adverse impact on the Company.

FLOOR PLAN FINANCING

Substantially all of the Company's truck purchases from PACCAR are made on
terms requiring payment within 15 days or less from the date of shipment of the
trucks from the factory. The Company finances all, or substantially all, of the
purchase price of its new truck inventory, and 75% of the loan value of its used
truck inventory, under a floor plan arrangement with GMAC under which GMAC pays
PACCAR directly with respect to new trucks. The Company makes monthly interest
payments on the amount financed but is not required to commence loan principal
repayments on new vehicles to GMAC for a period of 12 months and for used
vehicles for a period of three months. The loan is collateralized by a lien on
the vehicle. The Company's floor plan agreements with its primary lender limit
the aggregate amount of borrowings based on the number of new and used trucks.
As of March 31, 1996, the Company's floor plan arrangements permit the financing
of up to 692 new trucks and 283 used trucks. At March 31, 1996, the Company had
$37.9 million outstanding under its floor plan financing arrangement with GMAC.
GMAC permits the Company to earn interest at the

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<PAGE> 41

prime rate on overnight funds deposited by the Company with GMAC for up to
one-half of the amount borrowed under its floor plan financing, real estate
financing and revolving credit arrangements with GMAC. GMAC has indicated that
it will continue to provide GMAC financing to the Company in the absence of a
franchise agreement with GMC.

PRODUCT WARRANTY

PACCAR provides retail purchasers of new trucks with a limited warranty
against defects in materials and workmanship, excluding certain specified
components which are separately warranted by component suppliers. The Company
does not otherwise provide any warranty to retail purchasers of new trucks.

The Company generally sells its used trucks "as is" and without
manufacturer's warranty, although manufacturers sometimes provide limited
warranties on used vehicles if they have been reconditioned at the Rush truck
center prior to resale or if the manufacturer's warranty is transferrable and
has not yet expired. The customer does not receive any warranty from the
Company.

BACKLOG

At March 31, 1996, the Company's backlog of orders was approximately $95.0
million, compared to $90.0 million at March 31, 1995, excluding Kerr prior to
its acquisition. The Company includes in backlog only confirmed orders. It takes
between 60 days and six months for the Company to receive delivery from PACCAR
once an order is placed. The Company expects to fill at least 80% of these
orders by the end of 1996. The Company sells approximately 75% of its new
heavy-duty trucks by customer special order, with the remainder sold out of
inventory. Included in the Company's backlog as of March 31, 1996 are orders
from a number of the Company's major fleet customers.

EMPLOYEES

At March 31, 1996, the Company employed approximately 675 people, of which
85 were involved in new truck sales, 13 in used truck sales, 394 in parts,
service and body shop services, nine in insurance agency services, five in
financing services, 85 in truck leasing and rental operations and 84 in
administrative, management and corporate functions.

The Company has no contracts or collective bargaining agreements with labor
unions and has never experienced work stoppages. The Company considers its
relations with employees to be satisfactory.

PROPERTY

As of the date of this Prospectus, the Company owned its truck center
locations in Houston (4) and San Antonio (1), Texas, as well as 6,000 square
feet of administrative office space located in San Antonio, Texas, its Oklahoma
City, Oklahoma facilities, and a 4,140-acre ranch located in Cotulla, Texas. The
remaining facilities operate on leased premises, with the unexpired terms of the
leases ranging from six months to eight years, inclusive of options to renew.
The Company has an option to terminate its leases on the Bossier City, Louisiana
and Laredo, Texas locations, by providing notice and paying rent ranging from
three to six months. In all cases the Company pays a fixed rent and is
responsible for taxes, insurance, repairs and maintenance. For 1995, the total
net rent expense for the Company's leased stores was approximately $762,000. The
building square footage of the Company's full-service truck centers range in
size from 13,500 to 73,000 square feet, and are situated on lots ranging from
three to 14 acres, while the parts/service facilities range in size from 2,500
to 62,000 square feet, and are situated on lots ranging from 0.4 to five acres.

LEGAL PROCEEDINGS AND INSURANCE

From time to time, the Company is involved in certain litigation arising
out of its operations in the ordinary course of business. The Company maintains
liability insurance, including product liability coverage, in amounts deemed
adequate by management. To date, aggregate costs to the Company for claims,
including product liability actions, have not been material. However, an
uninsured or partially insured claim, or claim for which indemnification is not
available, could have a material adverse effect on the financial condition of
the Company. The Company believes that there are no claims or litigation
pending, the outcome of which could

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<PAGE> 42

have a material adverse effect on the financial position or results of
operations of the Company, however, due to the inherent uncertainty of
litigation, there can be no assurance that the resolution of any particular
claim or proceeding would not have a material adverse effect on the Company's
results of operations for the fiscal period in which such resolution occurred.

REGULATION

The Company is subject to the National Traffic and Motor Vehicle Safety Act
(the "Act"), Federal Motor Vehicle Safety Standards promulgated by the DOT and
various state motor vehicle regulatory agencies. The Company believes that it is
in compliance with the Act and applicable standards.

The Company's service and body shop facilities are subject to federal,
state and local laws and regulations concerning environmental matters with
respect to air quality and discharges into the environment, as well as storage,
shipping, disposing and manifesting of hazardous materials and hazardous and
non-hazardous waste. These environmental matters are associated with the repair
and maintenance of heavy-duty trucks at the Company's facilities, and no
location or operation exceeds small quantity generation status. In addition,
these laws and regulations affect the storing, dispensing and discharge of
petroleum-based products and other waste, and require the Company to secure
permits in connection with its dealership operations. The securing of permits
and compliance with all laws and regulations can be costly and could, in the
future, affect the Company's earnings; however, to date, the cost of permitting
and compliance has not been material. Further, each dealership must comply with
local governmental requirements concerning zoning, land use and environmental
factors. Although the Company has not experienced difficulties in obtaining the
required licensing or approvals, difficulties in obtaining such licensing or
approvals in the future could result in delays in the opening of proposed new
dealerships. State and local laws and regulations also require each dealership
to obtain licenses to operate as a dealer in heavy-duty vehicles. The Company
has obtained all necessary licenses and permits, and management believes the
Company is in full compliance with all federal, state and local laws and
regulations.

The Company's insurance and financing services are subject to the laws and
regulations of the states in which it conducts business. These laws and
regulations cover all aspects of the Company's insurance and financing business,
including, with respect to insurance, licensing, regulation of insurance
premiums financing rates and insurance agency legislation pertaining to
insurance agencies and their affiliates; and with respect to financing,
commercial finance regulations that in some states may be similar to certain
consumer finance regulations, including those governing interest rates and
charges, maximum amounts and maturities of credit and disclosure to debtor of
certain terms of each transaction.

The Company is also subject to the regulations promulgated by the
Occupational Safety and Health Administration ("OSHA"), which regulates
workplace health and safety. The Company's facilities are periodically inspected
by representatives of OSHA.

TRADEMARKS

The Peterbilt, Volvo and GMC trademarks and trade names, which are licensed
from each of the respective corporations, are recognized internationally and
play an important role in the marketing of the Company's products. Each
corporation engages in a continuous program of trademark and trade name
protection in all marketing areas. The Company does not hold any registered
trade or service marks at this time, but has trademark applications pending with
the U. S. Patent and Trademark Office for the names "Rush Truck Centers" and
"Rush Enterprises."

PRODUCT LIABILITY

Products that have been or may be sold by the Company may expose it to
potential liabilities for personal injury or property damage claims relating to
the use of such products. Historically, product liability claims have not been
material to the Company. While the Company maintains third-party product
liability insurance which it believes to be adequate, there can be no assurance
that the Company will not experience legal claims in excess of its insurance
coverage, or claims which are ultimately not covered by insurance. Furthermore,
if

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any significant claims are made against the Company or PACCAR, the Company's
business may be adversely affected by related negative publicity.

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The executive officers and directors of the Company are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- -------------------------------------------- --- -----------------------------------------------
<S> <C> <C>
W. Marvin Rush.............................. 57 Chairman of the Board, Chief Executive Officer
and Director
W. M. "Rusty" Rush.......................... 38 President and Director
Robin M. Rush............................... 36 Executive Vice President, Secretary, Treasurer
and Director
D. Jeffery Michell.......................... 50 Vice President -- Chief Financial Officer
David C. Orf................................ 45 Vice President -- Sales and Marketing
B. J. Janner................................ 52 Vice President -- Parts and Service
Brent Hughes................................ 52 Vice President -- Financial Services
J. M. "Spike" Lowe.......................... 51 Vice President -- Corporate Development
Donald Teague............................... 54 Vice President -- California Operations
Ralph West.................................. 52 Vice President -- Leasing and Rental Operations
John Hiltabiddle............................ 51 Controller
Joseph M. Dunn.............................. 69 Director Nominee
Ronald J. Krause............................ 68 Director Nominee
</TABLE>

W. MARVIN RUSH founded the Company in 1965. He served as President from
inception until November 1995, and has served as Chairman of the Board and Chief
Executive Officer since November 1995. He served on the Peterbilt dealer council
from 1984-1987 and was elected its Chairman in 1987. He was also active on the
PacLease Executive Committee from 1989-1992 and was Chairman in 1992. Other
honors include the Peterbilt Dealer of the Year in 1986, 1987 and 1988, as well
as the Midranger Dealer of the Year in 1989. His highest Peterbilt honor was
being named North American Peterbilt Dealer of the Year for the 1993-1994 year.
Mr. Rush also serves as a director of TexStar National Bank.

W. M. "RUSTY" RUSH served as Vice President and Executive Vice President of
the Company from 1990 until November 1995 and has served as President of the
Company since November 1995. For the past several years he has overseen the
sales and finance departments. He is responsible for the total operations of the
Company in Texas, California and Louisiana.

ROBIN M. RUSH has been with the Company since 1991, and served as Vice
President and general manager of the Company from 1993 until November 1995. Mr.
Rush has served as Secretary and Treasurer of the Company since October 1995 and
as Executive Vice President of the Company since November 1995. He is presently
the general manager of the San Antonio Peterbilt dealership. In addition, he
oversees the administrative department of the Company which includes Human
Resources, Environmental and Corporate Development.

D. JEFFERY MICHELL, CPA joined the Company in April 1996 as Vice President
and Chief Financial Officer. Mr. Michell has more than 21 years' experience in
the freight transportation industry. From March 1988 to February 1996, Mr.
Michell worked for Burlington Northern Inc. as Director of Marketing Resources
and later as Director of Investor Relations. Prior to March 1988, Mr. Michell
was Vice President of Finance and Administration for Victory Freightway System,
held numerous financial, accounting and management positions with North American
Van Lines and began his career with Ernst & Ernst in 1969. Mr. Michell holds a
Master of Business Administration degree from Indiana University.

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<PAGE> 44

DAVID C. ORF has served as Vice President of Sales and Marketing of the
Company since 1993. Mr. Orf was the general manager of the Company's Houston,
Texas facilities until January 1996. Prior to joining the Company, Mr. Orf
served as the Southeast region manager of Peterbilt Motors Company, a division
of PACCAR.

B. J. JANNER has been with the Company since 1969 and has served as Vice
President of the Company since 1993. Mr. Janner is currently the director of
parts and services for all of the Company's truck centers.

BRENT HUGHES has served as Vice President of Financial Services since 1993.
He is in charge of all secured lending in Oklahoma and Texas and supervises
California financing. Mr. Hughes was with Associates Commercial Corporation for
22 years, was Branch Manager in New York City, and later in San Antonio, and was
Senior Vice President of the Western Region when he left to join the Company in
1992.

J. M. "SPIKE" LOWE has been with the Company since 1968, and has served as
a Vice President of the Company since 1994. Currently he is responsible for
acquisitions and all open account and unsecured lending for the Company.

DONALD TEAGUE has been with the Company since 1991 and has been a Vice
President since 1995. Mr. Teague has served as the general manager at several of
the Company's full-service truck centers, including the Lufkin, Texas facility,
and is currently Vice President responsible for all of the Company's California
operations. Prior to joining the Company, Mr. Teague was the manager of an
unrelated Peterbilt dealership.

RALPH WEST has been with the Company since 1994 and has served as a Vice
President of the Company responsible for all leasing and rental operations since
that time. Prior to joining the Company, Mr. West had been with Ryder Truck
Rentals. During his 28 years at Ryder Truck Rentals, Mr. West served in various
executive positions, with the last 14 years as Vice President.

JOHN HILTABIDDLE, CPA has served as the Controller of the Company since
December 1993. Mr. Hiltabiddle served as the Controller of two large automobile
dealerships from 1989 until December 1993, and from 1984 until 1989,
respectively. Mr. Hiltabiddle had 12 years of public accounting experience prior
to joining the automobile dealership in 1984.

JOSEPH M. DUNN has agreed to serve as a director of the Company beginning
after the closing of the offering. Mr. Dunn has over 30 years of experience in
the heavy-duty truck sales industry. Mr. Dunn joined PACCAR in 1964, and served
as President and as a member of the Board of Directors of PACCAR from 1987 until
his retirement in January 1992. Mr. Dunn is currently a director of SeaFirst
Corporation and Seattle First National Bank and was a member of Western Highway
Institute as Vice President at Large, Western Region.

RONALD J. KRAUSE has agreed to serve as a director of the Company beginning
after the closing of the offering. Mr. Krause served as President of Associates
Commercial Corporation from 1976 until 1981 and President and Chief Operating
Officer of Associates Corporation of North America from 1981 until 1989. Mr.
Krause also was Vice Chairman of the Board of Directors of Associates of North
America from 1988 until his retirement in 1989.

W. M. "Rusty" Rush and Robin M. Rush are brothers and the sons of W. Marvin
Rush. There are no other family relationships among the executive officers and
directors of the Company.

All directors of the Company hold office until the next annual meeting of
shareholders and the election and qualification of their successors. Each
officer of the Company was chosen by the Board of Directors and serves at the
pleasure of the Board of Directors until his or her successor is appointed or
until his or her earlier resignation or removal in accordance with applicable
law.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 1995, compensation of executive officers of the Company was
determined by W. Marvin Rush, Chairman of the Board and Chief Executive Officer
of the Company. Simultaneously with the completion of

43
<PAGE> 45

this offering, the Company will establish a Compensation Committee to review the
performance of executive officers, establish overall employee compensation
policies and recommend to the Board of Directors major compensation programs. No
member of such Compensation Committee will be an executive officer of the
Company. It is anticipated that the members of the Compensation Committee and
Audit Committee will be Joseph M. Dunn and Ronald J. Krause.

DIRECTOR COMPENSATION

Directors of the Company are not currently compensated for their services
as directors. The Company, however, intends to begin compensating non-employee
directors for their services in a manner and amount commensurate with other
comparable companies.

EXECUTIVE COMPENSATION

The following table summarizes all compensation awarded to, earned by or
paid for services rendered to the Company in all capacities during the year
ended December 31, 1995 by the Company's Chief Executive Officer and the
Company's four other most highly compensated executive officers during 1995
(together, the "Named Officers").

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
--------------------- ALL OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS COMPENSATION($)
- ------------------------------------------------------ -------- -------- ----------------
<S> <C> <C> <C>
W. Marvin Rush
Chairman of the Board and Chief Executive Officer... $263,860 -- $ 27,142(1)
W. M. "Rusty" Rush
President........................................... $ 65,900 $150,000 $ 5,569(2)
David C. Orf
Vice President...................................... $ 91,200 $162,000 $ 2,310(3)
Brent Hughes
Vice President...................................... $131,400 $ 95,000 $ 2,310(3)
Donald Teague
Vice President...................................... $127,275 $ 85,000 $ 4,244(3)
</TABLE>

- ---------------
(1) Consists of matching contributions to the Company's 401(k) plan ($2,310),
life insurance premiums ($4,554) and personal use of the Company's corporate
aircraft paid for by the Company ($20,278).

(2) Consists of matching contributions to the Company's 401(k) plan ($2,044) and
personal use of the Company's corporate aircraft paid for by the Company
($3,525).

(3) Consists of matching contributions to the Company's 401(k) plan.

EMPLOYMENT AGREEMENTS AND CHANGE-IN-CONTROL ARRANGEMENTS

Upon completion of the offering, the Company will enter into employment
agreements with W. Marvin Rush, W. M. "Rusty" Rush and Robin M. Rush which
provide a four-year term, subject to automatic extension for an additional one
year on each one-year anniversary of the agreements. These employment agreements
are subject to early termination as provided therein, including termination by
the Company for "cause" (as defined in the employment agreements) or termination
by W. Marvin Rush, W. M. "Rusty" Rush or Robin M. Rush, as applicable, for "good
reason" (as defined in the employment agreements). The employment agreements
provide for annual base salaries as follows: W. Marvin Rush -- $525,000, W. M.
"Rusty" Rush -- $150,000 and Robin M. Rush -- $108,000. The employment
agreements also provide for bonuses at the discretion of the Compensation
Committee of the Board.

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<PAGE> 46

The employment agreements with W. Marvin Rush, W. M. "Rusty" Rush and Robin
M. Rush provide that if the Company terminates their employment without cause
(including the Company's election to not extend the employment agreements at any
renewal date) or within two years of a change in control, or if they resign
their employment for "good reason" (as "good reason" is defined in the
employment agreements), they will be entitled to receive, at their election,
either a lump-sum payment in the amount equal to their base salary for the
unexpired term of their agreements or continuation of their base salary and
benefits through the unexpired term of their agreements. A change of control is
deemed to have occurred if (i) more than 30% of the combined voting power of the
Company's then outstanding securities is acquired, directly or indirectly, or
(ii) at any time during the 24-month period after a tender offer, merger,
consolidation, sale of assets or contested election, or any combination of such
transactions, at least a majority of the Company's Board of Directors shall
cease to consist of "continuing directors" (meaning directors of the Company who
either were directors prior to such transaction or who subsequently became
directors and whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least two-thirds of the directors
then still in office who were directors prior to such transaction), or (iii) the
shareholders of the Company approve a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation that would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least 60% of the
total voting power represented by the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation, or
(iv) the shareholders of the Company approve a plan of complete liquidation of
the Company or an agreement of sale or disposition by the Company of all or
substantially all of the Company's assets.

Upon completion of the offering, the Company will also enter into
employment agreements with D. Jeffery Michell, David C. Orf, B. J. Janner, Brent
Hughes, J. M. "Spike" Lowe, Donald Teague and Ralph West, which provide for
annual base salaries as follows: D. Jeffery Michell -- $100,000, David C. Orf --
$129,000, B. J. Janner -- $102,000, Brent Hughes -- $131,400, J. M. "Spike"
Lowe -- $138,000, Donald Teague -- $126,000, Ralph West -- $138,600 and John
Hiltabiddle -- $79,200. The employment agreements also provide for incentive
bonuses at the discretion of the Compensation Committee of the Company. The
employment agreements for these executives do not contain any change in control
arrangements and are terminable by the Company upon six months' prior written
notice or, in lieu thereof, immediately terminable upon the payment to the
employee of six months of his then effective base salary.

INCENTIVE PLAN

In April 1996, the Board of Directors and shareholders adopted the Rush
Enterprises, Inc. Long-Term Incentive Plan (the "Incentive Plan"). The Incentive
Plan is intended to advance the best interests of the Company and its
shareholders by attracting, retaining and motivating employees, advisors and
consultants of the Company. The Incentive Plan provides for the grant of stock
options (which may be non-qualified stock options or incentive stock options for
tax purposes), stock appreciation rights issued independent of or in tandem with
such options ("SARs"), restricted stock awards and performance awards, thereby
increasing the personal stake of participants in the continued success and
growth of the Company.

The Incentive Plan will be administered by the Compensation Committee or
other designated committee of the Board of Directors (the "Committee"), which
consists solely of two or more non-employee directors of the Company who are
disinterested within the meaning of Rule 16b-3 under the Securities Exchange Act
of 1934. The Committee will have broad authority to interpret and administer the
Incentive Plan, including the power to grant and modify awards and the power to
limit or eliminate its discretion as it may deem advisable to comply with or
obtain preferential treatment under any applicable tax or other law, rule or
regulation. The Committee will also have broad authority to accelerate the
vesting of an award or the time at which any award is exercisable or to waive
any condition or restriction on the vesting, exercise or receipt of any award.
The Board of Directors may at any time amend, suspend, discontinue or terminate
the Incentive Plan without shareholder approval or approval of participants,
subject to certain limitations.

Initially, 500,000 shares of Common Stock will be available for issuance
under the Incentive Plan. In addition, as of January 1 of each year the
Incentive Plan is in effect, if the total number of shares of Common

45
<PAGE> 47

Stock issued and outstanding, not including any shares issued under the
Incentive Plan, exceeds the total number of shares of Common Stock issued and
outstanding as of January 1 of the preceding year (or, for 1995, as of the
commencement of the Incentive Plan), the number of shares available will be
increased by an amount such that the total number of shares available for
issuance under the Incentive Plan equals 5% of the total number of shares of
Common Stock outstanding, not including any shares issued under the Incentive
Plan. Lapsed, forfeited or cancelled awards will not count against these limits.
Cash exercises of SARs and cash settlement of other awards will also not be
counted against these limits but the total number of SARs and other awards
settled in cash shall not exceed the total number of shares authorized for
issuance under the Incentive Plan (without reduction for issuances).

The aggregate number of shares of Common Stock subject to stock options or
SARs that may be granted to any one participant in any one year under the
Incentive Plan shall be 100,000. The aggregate number of shares of Common Stock
that may be granted to any one participant in any one year in respect of
restricted stock shall be 100,000. The aggregate number of shares of Common
Stock that may be received by any one participant in any one year in respect of
a performance award shall be 100,000 and the aggregate amount of cash that may
be received by any one participant in any one year in respect to a performance
award shall be $500,000.

The Company has granted options under the Incentive Plan to purchase an
aggregate of 19,403 shares to 18 employees, all of which are fully vested. Such
options are exercisable at 90% of the initial public offering price.

401(K) PLAN AND OTHER EMPLOYEE BENEFITS

The Company provides a 401(k) Plan to its employees in California (the
"California 401(k) Plan") and in the other areas of its operations (the
"Principal 401(k) Plan"). The plans provide that employees who have completed at
least one year of service and attain the age of 21 are eligible to participate,
subject to certain other conditions. Eligible participants under the Principal
401(k) Plan may elect to defer receipt of up to a maximum of 10% of their annual
compensation (up to a maximum dollar amount established in accordance with
Section 401(k) of the Internal Revenue Code of 1986, as amended) and have such
deferred amounts contributed to the Principal 401(k) Plan. The Company makes
matching contributions under the Principal 401(k) Plan equal to 25% each year,
with such participants always being 100% vested in their contributions with
employer contributions vesting over a five-year period. Under the California
401(k) Plan, the Company contributes an amount equal to 2.5% of the eligible
employees' compensation and participating employees do not make contributions.
The aggregate amount of the Company's contributions for 1995 under these plans
was $293,000.

LIMITATION OF LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Company's Articles of Incorporation to be effective immediately prior
to the consummation of this offering provide that the liability of the directors
for monetary damages shall be limited to the fullest extent permissible under
Texas law. This limitation of liability does not affect the availability of
injunctive relief or other equitable remedies.

The Company's Bylaws to be effective immediately prior to the consummation
of this offering provide that the Company will indemnify its directors and
officers to the fullest extent possible under Texas law. These indemnification
provisions require the Company to indemnify such persons against certain
liabilities and expenses to which they may become subject by reason of their
service as a director or officer of the Company or any of its affiliated
enterprises. In addition, the Company has entered into indemnification
agreements with each of its directors providing indemnification to the fullest
extent permitted by applicable law and also setting forth certain procedures,
including the advancement of expenses, that apply in the event of a claim for
indemnification.

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<PAGE> 48

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock as of June 5, 1996 and as
adjusted to reflect the sale by the Company of the shares offered hereby with
respect to (a) each shareholder known by the Company to be the beneficial owner
of more than 5% of the Company's Common Stock, (b) each director and director
nominee, (c) the Named Officers and (d) all executive officers and directors as
a group.

<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF
NUMBER OF SHARES SHARES
SHARES BENEFICIALLY BENEFICIALLY
BENEFICIALLY OWNED OWNED
NAME AND ADDRESS OF BENEFICIAL OWNER(1) OWNED(2) BEFORE OFFERING AFTER OFFERING
- ------------------------------------------------------ --------- --------------- --------------
<S> <C> <C> <C>
W. Marvin Rush........................................ 3,750,000 100% 60%
W. M. "Rusty" Rush(3)................................. 3,041 * *
Robin M. Rush(3)...................................... 750 * *
David C. Orf(3)....................................... 3,284 * *
Brent Hughes(3)....................................... 1,926 * *
Donald Teague(3)...................................... 1,723 * *
Joseph M. Dunn........................................ -- -- --
1556 77th Place, N.E.
Medina, Washington 98039
Ronald J. Krause...................................... -- -- --
316 Steeplechase Drive
Irving, Texas 75062
All executive officers and directors as a group (13
persons)(4)......................................... 3,763,848 100% 60%
</TABLE>

- ---------------
* Less than 1%.

(1) Except as otherwise noted, the street address of the named beneficial owner
is 8810 I.H. 10 East, San Antonio, Texas 78219.

(2) Unless otherwise indicated below, the persons and entities named in the
table have sole voting and sole investment power with respect to all shares
beneficially owned, subject to community property laws where applicable.

(3) Consists of shares of Common Stock issuable upon the exercise of options to
be granted under the Company's Incentive Plan prior to the completion of
this offering. See "Management -- Incentive Plan."

(4) Includes 14,862 shares of Common stock issuable upon the exercise of options
to be granted to certain executive officers under the Incentive Plan upon
the completion of the offering. See "Management -- Incentive Plan."

47
<PAGE> 49

CERTAIN TRANSACTIONS

W. Marvin Rush, Chairman of the Board and Chief Executive Officer of the
Company, and J. M. "Spike" Lowe, Vice President of the Company, own 65% and 10%,
respectively, of the outstanding capital stock of Ruel Smith Transportation
Services ("Ruel Smith"), a trucking company that leased office space ($41,000,
$45,000 and $60,000 in rent paid to the Company in 1993, 1994 and 1995,
respectively, and $12,000 during the three-month period ended March 31, 1996)
and purchased $1.6 million, $535,000 and $770,000 of products and services from
Rush Enterprises in 1993, 1994 and 1995, respectively, and $218,000 during the
three-month period ended March 31, 1996.

W. Marvin Rush owns 45% of San Marcos Pontiac GMC Trucks, Inc. ("SMP"), a
retailer of GMC trucks and automobiles. During 1995, Rush Enterprises had
approximately $770,000 of outstanding loans to SMP and the Company purchased
$146,000 of delivery trucks from SMP. During 1995, the Company also had
approximately $400,000 in outstanding loans to Hill Country Enterprises, Inc.
("HCE"), an entity owned 52 1/2% by W. Marvin Rush. The loans were made to SMP
and HCE to support their working capital needs. As of the date of this
Prospectus, the Company did not have any outstanding loans to SMP or HCE. In
April 1996, Mr. Rush entered into a contract to dispose of his interest in SMP
and sold HCE in February 1996.

Under Article 21.14 of the Texas Insurance Code ("TIC"), every officer,
director and shareholder of a corporation licensed to act as a local recording
agent must be individually licensed to act as an insurance agent. An insurance
agent is required to be a resident of the State of Texas and pass an examination
for a local recording insurance agent's license. W. Marvin Rush, Chairman of the
Board and Chief Executive Officer of the Company, is licensed to act as an
insurance agent in the State of Texas and is therefore qualified to act as the
shareholder, director and officer of AA, the corporation currently affiliated
with the Company that is licensed to act as a local recording agent. Prior to
the offering, the Company will acquire as a wholly-owned subsidiary, a managing
general agent (the "MGA") licensed under Article 21.07-3 of the TIC to manage
all of the operations of AA following the offering. In addition to managing AA,
the MGA will be qualified to receive any and all commission income which would
otherwise have been payable to AA. The MGA, Mr. Rush and AA will enter into
agreements pursuant to which (i) the MGA will manage all operations of AA
following the offering, (ii) all of the income of AA will be transferred to MGA,
(iii) the Company will transfer such funds to AA as are necessary for its
operation, and (iv) Mr. Rush will grant the MGA the right to transfer legal
ownership of the shares of capital stock of AA to a properly licensed local
recording agent of MGA's choice in the event of any attempted disposition of
such shares by Mr. Rush, including death, divorce, voluntary transfer, pledge or
otherwise. Mr. Rush will continue to own all of the outstanding stock of AA
subsequent to the offering, subject to his agreements with MGA prohibiting the
transfer of such capital stock.

The Company invests funds belonging to Ruel Smith on Ruel Smith's behalf
under the Company's arrangement with GMAC pursuant to which the Company receives
the prime rate on overnight funds.

The Company believes that all of the transactions set forth above were made
on terms no less favorable to the Company than could have been obtained from
unaffiliated third parties. All future transactions between the Company and its
officers, directors, principal shareholders and their affiliates will continue
to be approved by a majority of the members of the Company's Board of Directors,
including a majority of the independent and disinterested outside directors on
the Board of Directors, and will continue to be on terms no less favorable to
the Company than could be obtained from unaffiliated third parties.

48
<PAGE> 50

DESCRIPTION OF CAPITAL STOCK

The Company's authorized capital stock consists of 25,000,000 shares of
Common Stock, $.01 par value, and 1,000,000 shares of preferred stock, $.01 par
value. As of June 5, 1996, the Company had issued and outstanding 3,750,000
shares of Common Stock. As of such date, there was one holder of record of the
Common Stock. No shares of preferred stock have been designated or issued.

COMMON STOCK

Holders of shares of Common Stock are entitled to one vote per share for
the election of directors and all matters to be submitted to a vote of the
Company's shareholders. Subject to the rights of any holders of preferred stock
which may be issued in the future, the holders of shares of Common Stock are
entitled to share ratably in such dividends as may be declared by the Board of
Directors and paid by the Company out of funds legally available therefor. In
the event of dissolution, liquidation or winding up of the Company, holders of
shares of Common Stock are entitled to share ratably in all assets remaining
after payment of all liabilities and liquidation preferences, if any. Holders of
shares of Common Stock have no preemptive, subscription, redemption or
conversion rights. The outstanding shares of Common Stock are, and the shares of
Common Stock to be issued by the Company in connection with this offering will
be, duly authorized, validly issued, fully paid and nonassessable.

PREFERRED STOCK

The Company's Articles of Incorporation authorizes the issuance of
preferred stock with designations, rights and preferences determined from time
to time by its Board of Directors. Accordingly, the Company's Board of Directors
is empowered, without shareholder approval, to issue preferred stock with
dividends, liquidation, conversion, voting or other rights that could adversely
affect the voting power or other rights of the holders of the Common Stock. In
the event of issuance, the preferred stock could be used, under certain
circumstances, as a method of discouraging, delaying or preventing a change in
control of the Company. See "Risk Factors -- Control by Existing Shareholders"
and "Possible Anti-Takeover Effects."

CERTAIN ARTICLES OF INCORPORATION AND BYLAW PROVISIONS

The Company has no super-majority, staggered board or other anti-takeover
provisions in either its Articles of Incorporation or Bylaws. The Articles of
Incorporation of the Company contain provisions which eliminate the personal
liability of its directors for monetary damages resulting from breaches of their
fiduciary duty other than liability for a breach of the duty of loyalty, acts or
omissions not in good faith that constitute a breach of the director's duty to
the Company, acts that involve intentional misconduct or a knowing violation of
the law, transactions in which the director receives an improper benefit and
acts or omissions for which liability is expressly provided by an applicable
statute. The Bylaws of the Company contain provisions requiring the
indemnification of the Company's directors and officers, and persons serving at
the request of the Company as a director or officer of another corporation, to
the fullest extent permitted under the Texas Business Corporation Act. The
Company believes that these provisions are necessary to attract and retain
qualified persons as directors and officers of the Company.

RIGHTS AGREEMENT

On April 8, 1996, the Board of Directors of the Company declared a dividend
of one common share purchase right (a "Right") for each share of Common Stock
outstanding. Each Right entitles the registered holder to purchase from the
Company one share of Common Stock at a price of $35.00 per share (the "Purchase
Price"), upon the terms and subject to the conditions set forth in a Rights
Agreement dated as of April 8, 1996 (the "Rights Agreement"), between the
Company and American Stock Transfer & Trust Company, as Rights Agent (the
"Rights Agent").

Until the earlier of (i) ten business days after a public announcement that
a person or group of affiliated or associated persons (an "Acquiring Person"),
which term does not include the Company, any subsidiary of the Company, any
employee benefit plan of the Company or the Company's subsidiaries, or any
entity holding

49
<PAGE> 51

Common Stock for or pursuant to any such plan, have acquired beneficial
ownership of 20% or more of the Common Stock and (ii) ten business days after
the commencement of, or the first public announcement of an intention to make, a
tender offer or exchange offer the consummation of which would result in
beneficial ownership by a person or group (excluding the Company, any subsidiary
of the Company, any employee benefit plan of the Company or its subsidiaries,
and any entity holding Common Stock for or pursuant to any such plan) of 20% or
more of the shares of Common Stock outstanding (the earlier of such dates being
called the "Distribution Date"), the Rights will be evidenced, with respect to
any certificate for Common Stock outstanding, by such certificate together with
a copy of a Summary of Rights and, with respect to any certificate for new
issuances of Common Stock before the Distribution Date (or earlier redemption or
expiration of the Rights), by such certificate, which will bear a notation
incorporating the Rights Agreement by reference.

Until the Distribution Date (or earlier redemption, exchange or expiration
of the Rights), (i) the Rights will be transferred with and only with the Common
Stock, and (ii) the surrender for transfer of any certificate for Common Stock
will also constitute the transfer of the rights associated with the Common Stock
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date, and such separate Right Certificates
alone will evidence the Rights.

The Rights are not exercisable until the Distribution Date. The Rights will
expire on April 7, 2006 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.

The Purchase Price payable, and the number of shares of Common Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Stock, (ii) upon the issuance to holders of the Common Stock of certain rights,
options or warrants to subscribe for or purchase Common Stock at a price, or
securities convertible into Common Stock with a conversion price, less than the
then current market price of the Common Stock, or (iii) upon the distribution to
holders of the Common Stock of evidences of indebtedness or assets (excluding
regular quarterly cash dividends or dividends payable in Common Stock, or of
subscription rights or warrants (other than those referred to above).

The number of outstanding Rights and the number of shares of Common Stock
issuable upon exercise of each Right are also subject to adjustment in the event
of a stock split of the Common Stock or a stock dividend on the Common Stock
payable in Common Stock or subdivisions, consolidations or combinations of the
Common Stock occurring, in any such case, prior to the Distribution Date.

In the event, following the first date of public announcement by the
Company or an Acquiring Person that an Acquiring Person has become such (the
"Shares Acquisition Date"), the Company is, in effect, acquired in a merger or
other business combination transaction or more than 50% of its consolidated
assets or earning power is sold, proper provision will be made so that each
holder of a Right, other than Rights that were or are beneficially owned by the
Acquiring Person, will thereafter have the right to receive, upon the exercise
thereof at the then current Purchase Price, that number of shares of common
stock of the acquiring person equal to the result obtained by dividing (x) the
then current Purchase Price multiplied by the number of shares of Common Stock
for which a Right is then exercisable by (y) 50% of the market price per share
of common stock of the Acquiring Person at the time of such transaction. In the
event any person becomes an Acquiring Person, proper provision will be made so
that each holder of a Right, other than Rights that were or are beneficially
owned by the Acquiring Person, which Rights will thereafter be null and void and
the holder thereof shall have no rights with respect to such Rights, whether
under the Rights Agreement or otherwise, will thereafter have the right to
receive, upon the exercise thereof at the then current Purchase Price a number
of shares of Common Stock equal to the result obtained by dividing the then
current Purchase Price by 50% of the market price per share of Common Stock at
the date such person became an Acquiring Person. Under certain circumstances,
other securities, property, cash or combinations thereof, including a
combination with

50
<PAGE> 52

Common Stock, that are equal in value to the number of shares of Common Stock
for which the Right is exercisable may be issued in lieu of Common Stock for
which the Right is exercisable.

Under certain circumstances, after a person becomes an Acquiring Person,
the Board of Directors of the Company may exchange the Rights (other than Rights
owned by the Acquiring Person), in whole or in part, at an exchange ratio of one
share of Common Stock per Right (subject to adjustment).

With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Common Stock will be issued, and in
lieu thereof, an adjustment in cash will be made based on the market price of
the Common Stock on the last trading day prior to the date of exercise.

At any time prior to the close of business on the tenth business day after
the Shares Acquisition Date, the Company may redeem the Rights in whole, but not
in part, at a price of $.02 per Right (the "Redemption Price"), which may be
paid in cash, with Common Stock or other consideration deemed appropriate by the
Board of Directors of the Company. Immediately upon the action of the Board of
Directors of the Company to redeem the Rights, the Company shall announce the
redemption, the right to exercise the Rights will terminate and the only right
of the holders of Rights will be to receive the Redemption Price.

Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.

The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights at any time to cure any
ambiguity or to correct or supplement any defective or inconsistent provisions
and may, prior to the Distribution Date, be amended to change or supplement any
other provision in any manner that the Company may deem necessary or desirable.
After the Distribution Date, the terms of the Rights may be amended (other than
to cure ambiguities or to correct or supplement defective or inconsistent
provisions) only so long as the amendment does not adversely affect the
interests of the holders of the Rights (not including an Acquiring Person, in
whose hands Rights are void).

Each share of Common Stock currently outstanding has been issued one Right,
and each share of Common Stock issued pursuant to this offering will be issued
one Right. In addition, the Company will issue one Right for each share of
Common Stock that becomes outstanding prior to the Distribution Date (or the
earlier expiration, exchange or redemption of the Rights) so that all such
shares will have attached Rights.

The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on a substantial number of Rights being acquired.
The Rights should not interfere with any merger or other business combination
approved by the Board of Directors of the Company since the Board of Directors
may, at its option, at any time prior to the close of business on the tenth
business day after the Shares Acquisition Date, redeem all but not less than all
of the then outstanding Rights at the Redemption Price.

SHARES RESERVED FOR ISSUANCE

The Company has 500,000 shares of Common Stock reserved for issuance upon
exercise of any awards granted under the Company's Incentive Plan adopted in
1996 and 250,000 shares reserved for issuance upon exercise of the
Representatives' Warrants. See "Management -- Incentive Plan" and
"Underwriting."

LISTING

The Company's Common Stock has been approved for listing on the Nasdaq
National Market under the trading symbol "RUSH."

TRANSFER AGENT

The Transfer Agent for the Common Stock is American Stock Transfer & Trust
Company.

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<PAGE> 53

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for the Common
Stock of the Company, and no assurance can be given that a significant public
market for the Common Stock can be developed or sustained after the offering.
Future sales of substantial amounts of Common Stock in the public market could
have a material effect on the market price of the Common Stock from time to
time.

Upon completion of the offering, the Company will have outstanding
approximately 6,250,000 shares of Common Stock. Of these shares, the 2,500,000
shares sold in the offering will be freely tradable without restriction or
further registration under the Securities Act, unless they are purchased by
"affiliates" of the Company as that term is defined in Rule 144 under the
Securities Act (which sales would be subject to certain limitations and
restrictions described below).

The remaining 3,750,000 shares of Common Stock, all of which are held by W.
Marvin Rush, may be sold in the public market only if registered or pursuant to
an exemption from registration such as Rules 144 or 144(k) promulgated under the
Securities Act. Certain shares of the Company's Common Stock outstanding after
the offering will be subject to contractual lock-up agreements with the Company
or the Underwriters. Specifically, Mr. Rush and holders of securities
exercisable into shares of Common Stock have executed lock-up agreements
providing that they will not offer, sell, contract to sell, grant any option to
purchase or otherwise dispose of, or agree to dispose of, any shares of Common
Stock (other than gifts) until 180 days after the date of this Prospectus at
which time their shares will be released from the lock-up. In addition, W.
Marvin Rush, W. M. "Rusty" Rush, Robin Rush and Barbara Rush (wife of W. Marvin
Rush), have granted PACCAR a right of first refusal to purchase their respective
shares of Common Stock in the event that any such individuals desire to transfer
in excess of 100,000 shares in any 12-month period to any person other than a
family member, an associate or a Dealer Principal (as defined in the PACCAR
dealership agreement).

In general, under Rule 144 as currently in effect, beginning 90 days after
the date of the Prospectus, a person (or persons whose shares are aggregated)
who has beneficially owned shares for at least two years (including the holding
period of any prior owner except an affiliate) is entitled to sell in "brokers'
transactions" or to market makers, within any three-month period a number of
shares that does not exceed the greater of (a) one percent of the number of
shares of Common Stock then outstanding (approximately 62,500 shares immediately
after this offering) or (b) the average weekly trading volume in the Common
Stock during the four calendar weeks preceding the required filing of a Form 144
with respect to such sale. Sales under Rule 144 are subject to the availability
of current public information about the Company. Under Rule 144(k), a person who
is not deemed to have been an affiliate of the Company at any time during the 90
days preceding a sale, and who has beneficially owned the shares proposed to be
sold for at least three years, is entitled to sell such shares without having to
comply with the manner of sale, public information, volume limitation or notice
filing provisions of Rule 144. Unless otherwise restricted "144(k) shares" may
therefore be sold immediately upon the completion of this offering. Under Rule
701 under the Securities Act, persons who purchase shares upon exercise of
options granted prior to this offering are entitled to sell such shares 90 days
after this offering in reliance on Rule 144, without having to comply with the
holding period requirements of Rule 144 and, in the case of non-affiliates,
without having to comply with the volume limitation or notice filing provisions
of Rule 144. In addition, Rule 144A would permit the resale of restricted
securities to qualified institutional buyers, subject to compliance with
conditions of the Rule.

After the expiration of the 180-day lock-up period, 3,750,000 shares, which
have been held by W. Marvin Rush for over three years, will be eligible for sale
in the public market subject to compliance with Rule 144.

The Company is unable to estimate accurately the number of "restricted"
shares that will be sold under Rule 144 since this will depend in part on the
market price for the Common Stock, the personal circumstances of the sellers and
other factors.

After the completion of this offering, the Company intends to file a
Registration Statement on Form S-8 under the Securities Act to register the
500,000 shares of Common Stock reserved for issuance under the Company's
Incentive Plan. After the date of such filing if not otherwise subject to a
lock-up agreement, shares purchased pursuant to the Company's Incentive Plan
generally would be available for resale in the public market. The Company has
granted options under such plan to purchase an aggregate of 19,403 shares. See
"Management -- Incentive Plan."

52
<PAGE> 54

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, a copy
of which has been filed as an exhibit to the Registration Statement of which
this Prospectus is a part, the Underwriters named below (the "Underwriters"),
have severally, and not jointly, agreed, through Ladenburg, Thalmann & Co. Inc.
and Principal Financial Securities, Inc., the Representatives of the
Underwriters, to purchase from the Company, and the Company has agreed to sell
to the Underwriters, the aggregate number of shares of Common Stock set forth
opposite their respective names.

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS SHARES
- ---------------------------------------------------------------------------------- ---------
<S> <C>
Ladenburg, Thalmann & Co. Inc. ................................................... 560,000
Principal Financial Securities, Inc. ............................................. 560,000
BT Securities Corporation......................................................... 60,000
Dean Witter Reynolds Inc. ........................................................ 60,000
Deutsche Morgan Grenfell/C.J. Lawrence Inc. ...................................... 60,000
Dillon, Read & Co. Inc. .......................................................... 60,000
Donaldson, Lufkin & Jenrette Securities Corporation............................... 60,000
A.G. Edwards & Sons, Inc. ........................................................ 60,000
Goldman, Sachs & Co. ............................................................. 60,000
Lehman Brothers Inc. ............................................................. 60,000
Morgan Stanley & Co. Incorporated................................................. 60,000
J.P. Morgan Securities Inc. ...................................................... 60,000
Oppenheimer & Co., Inc. .......................................................... 60,000
PaineWebber Incorporated.......................................................... 60,000
Prudential Securities Incorporated................................................ 60,000
UBS Securities LLC................................................................ 60,000
Robert W. Baird & Co. Incorporated................................................ 30,000
George K. Baum & Company.......................................................... 30,000
Sanford C. Bernstein & Co., Inc. ................................................. 30,000
William Blair & Company, L.L.C. .................................................. 30,000
The Chicago Corporation........................................................... 30,000
Dain Bosworth Incorporated........................................................ 30,000
Furman Selz LLC................................................................... 30,000
Jefferies & Company, Inc. ........................................................ 30,000
McDonald & Company Securities, Inc. .............................................. 30,000
Morgan Keegan & Company, Inc. .................................................... 30,000
Ragen MacKenzie Incorporated...................................................... 30,000
Rauscher Pierce Refsnes, Inc. .................................................... 30,000
Southwest Securities, Inc. ....................................................... 30,000
Stephens Inc. .................................................................... 30,000
Wheat First Butcher Singer........................................................ 30,000
The Boston Group.................................................................. 15,000
JW Charles Securities, Inc. ...................................................... 15,000
Cleary Gull Reiland & McDevitt Inc. .............................................. 15,000
Jensen Securities Co. ............................................................ 15,000
Offutt Securities, Inc. .......................................................... 15,000
Pacific Crest Securities Inc...................................................... 15,000
---------
Total................................................................... 2,500,000
========
</TABLE>

53
<PAGE> 55

The Underwriters are committed to take and to pay for all of the shares of
Common Stock offered hereby, if any are purchased.

The Underwriters have advised the Company that they propose to offer all or
part of the Common Stock offered directly to the public initially at the price
to the public set forth on the cover page of this Prospectus, that they may
offer shares to certain dealers at a price that represents a concession of not
more than $.50 per share and that the Underwriters may allow, and such dealers
may reallow, a concession of not more than $.10 per share to certain other
dealers. After the commencement of this offering, the price to the public and
the concessions may be changed.

The Company has granted the Underwriters an option, exercisable within 30
days after the date of this Prospectus, to purchase up to 375,000 additional
shares of Common Stock at the initial public offering price, less the
underwriting discount set forth on the cover page of this Prospectus. The
Underwriters may exercise such option solely to cover over-allotments, if any,
made in connection with sale of the shares offered hereby. To the extent the
Underwriters exercise such option, each of the Underwriters will be committed,
subject to certain conditions, to purchase the same percentage thereof as the
percentage of the initial shares to be purchased by that Underwriter.

The Company has agreed to indemnify the Underwriters and certain related
persons against certain liabilities, including certain liabilities under the
Securities Act, and to contribute to payments the Underwriters may be required
to make in respect thereof.

The Company and its directors, officers and affiliates have agreed that
they will not, directly or indirectly, offer, sell or otherwise dispose of any
equity securities of the Company or any securities convertible into or
exchangeable for, or any rights to purchase or acquire, equity securities of the
Company for a period of 180 days after the date of this Prospectus, without the
prior written consent of the Representatives of the Underwriters.

The Company has agreed to issue to the Representatives of the Underwriters
and their designees, for their own accounts, warrants to purchase an aggregate
of 250,000 shares of Common Stock. The warrants will be exercisable during the
four-year period commencing one year after the date hereof, at an exercise price
per share equal to 120% of the initial public offering price. The warrants will
contain customary anti-dilution provisions and certain rights to register the
shares issuable upon exercise of the warrants under the Securities Act.

Prior to this offering, there has been no public market for the Common
Stock. The initial offering price was determined by negotiations between the
Company and the Representatives. Among the factors considered in such
negotiations were the Company's historical results of operations and financial
condition, prospects for the Company and for the industry in which the Company
operates, the Company's capital structure, and the general condition of the
securities market.

The Representatives of the Underwriters have informed the Company that the
Underwriters do not expect sales to discretionary accounts to exceed 5% of the
total number of shares offered hereby, and the Representatives of the
Underwriters do not intend to confirm sales of shares to any account over which
they exercise discretionary authority.

LEGAL MATTERS

The validity of the issuance of the shares of Common Stock offered hereby
will be passed upon for the Company by Fulbright & Jaworski L.L.P., San Antonio,
Texas. Certain legal matters in connection with this offering will be passed
upon for the Underwriters by Akin, Gump, Strauss, Hauer & Feld, L.L.P., San
Antonio, Texas.

54
<PAGE> 56

EXPERTS

The financial statements included in this Prospectus and elsewhere in the
Registration Statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports.

The statements of income, stockholders' equity and cash flows of Kerr
Consolidated, Inc. for the year ended December 31, 1994 appearing in this
Prospectus and Registration Statement have been audited by Ernst & Young LLP,
Independent Auditors, as set forth in their report thereon appearing elsewhere
herein, and are included in reliance upon such report given upon the authority
of such firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Commission a Registration Statement on Form
S-1 under the Securities Act with respect to the shares of Common Stock offered
hereby. This Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto. For further
information with respect to the Company and the Common Stock offered hereby,
reference is made to the Registration Statement and the exhibits and schedules
filed therewith. Statements contained in this Prospectus regarding the contents
of any contract or any other document referred to herein are not necessarily
complete, and in each instance reference is made to the copy of such contract or
other document filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference. A copy of the
Registration Statement may be inspected without charge at the offices of the
Commission in Washington, D.C., and copies of all or any part of the
Registration Statement may be obtained from the Public Reference Section of the
Commission, at 450 Fifth Street, N.W., Washington, D.C. 20549 upon the payment
of the fees prescribed by the Commission.

The Company intends to furnish to its shareholders annual reports
containing financial statements audited by an independent public accounting firm
and quarterly reports for the first three quarters of each fiscal year
containing unaudited interim financial information.

55
<PAGE> 57

[This page intentionally left blank]
<PAGE> 58

RUSH ENTERPRISES, INC.

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
RUSH ENTERPRISES, INC., AND AFFILIATE:
Report of Independent Public Accountants........................................... F-2
Combined Balance Sheets as of December 31, 1994 and 1995, and March 31, 1996....... F-3
Combined Statements of Income for the Years Ended December 31, 1993, 1994 and 1995,
and Three Months Ended March 31, 1995 and 1996.................................. F-4
Combined Statements of Shareholder's Equity for the Years Ended December 31, 1993,
1994 and 1995, and Three Months Ended March 31, 1996............................ F-5
Combined Statements of Cash Flows for the Years Ended December 31, 1993, 1994 and
1995, and Three Months Ended March 31, 1995 and 1996............................ F-6
Notes to Combined Financial Statements............................................. F-7
KERR CONSOLIDATED, INC.:
Reports of Independent Public Accountants.......................................... F-23
Consolidated Statements of Income for the Eleven-Month Period Ended November 30,
1995, and the Year Ended December 31, 1994...................................... F-25
Consolidated Statements of Stockholders' Equity for the Eleven-Month Period Ended
November 30, 1995, and the Year Ended December 31, 1994......................... F-26
Consolidated Statements of Cash Flows for the Eleven-Month Period Ended November
30, 1995, and the Year Ended December 31, 1994.................................. F-27
Notes to Consolidated Financial Statements......................................... F-28
RUSH ENTERPRISES, INC., AND AFFILIATE:
Introduction to Unaudited Pro Forma Combined Statement of Operations for the Year
Ended December 31, 1995......................................................... F-32
Pro Forma Combined Statement of Operations for the Year Ended December 31, 1995
(Unaudited)..................................................................... F-33
Notes to Pro Forma Combined Statement of Operations (Unaudited).................... F-34
</TABLE>

F-1
<PAGE> 59

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Rush Enterprises, Inc.:

We have audited the accompanying combined balance sheets of Rush
Enterprises, Inc. (a Texas corporation), and Associated Acceptance, Inc.
(Affiliate), as of December 31, 1994 and 1995, and the related combined
statements of income, shareholder's equity and cash flows for each of the three
years in the period ended December 31, 1995. These financial statements are the
responsibility of the Companies' management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the combined financial position of Rush Enterprises,
Inc., and Affiliate as of December 31, 1994 and 1995, and the combined results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1995, in conformity with generally accepted accounting
principles.

ARTHUR ANDERSEN LLP

San Antonio, Texas
March 22, 1996 (except with respect
to the matters discussed in Note 2,
as to which the date is April 5, 1996)

F-2
<PAGE> 60

RUSH ENTERPRISES, INC. AND AFFILIATE
COMBINED BALANCE SHEETS
DECEMBER 31, 1994 AND 1995, AND MARCH 31, 1996
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
PRO FORMA,
DECEMBER 31, MARCH 31,
------------------ MARCH 31, 1996
1994 1995 1996 (NOTE 4)
------- ------- ----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents......................... $ 851 $ 2,149 $ 1,760 $ 1,760
Accounts receivable, net.......................... 9,004 16,411 16,274 16,274
Inventories....................................... 20,755 36,517 41,437 41,437
Prepaid expenses and other........................ 255 266 641 641
Net assets of discontinued operations............. 1,009 -- -- --
------- ------- ------- -------
Total current assets......................... 31,874 55,343 60,112 60,112
PROPERTY AND EQUIPMENT, net......................... 11,972 17,560 19,684 19,684
OTHER ASSETS, net................................... 339 3,176 3,087 3,087
------- ------- ------- -------
Total assets................................. $44,185 $76,079 $82,883 $82,883
======= ======= ======= =======
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES:
Floor plan notes payable.......................... $17,325 $34,294 $37,861 $37,861
Current maturities of long-term debt.............. 2,162 3,600 3,600 3,600
Advances outstanding under lines of credit........ 860 10 20 6,020
Trade accounts payable............................ 6,992 7,591 8,247 8,247
Dividends payable................................. 543 1,615 1,650 1,650
Accrued expenses.................................. 4,929 7,607 9,225 9,225
------- ------- ------- -------
Total current liabilities.................... 32,811 54,717 60,603 66,603
------- ------- ------- -------
LONG-TERM DEBT, net of current maturities........... 6,725 13,677 13,884 13,884
------- ------- ------- -------
DEFERRED TAXES...................................... -- -- -- 421
------- ------- ------- -------
MINORITY INTEREST................................... 273 -- -- --
------- ------- ------- -------
COMMITMENTS AND CONTINGENCIES (Note 15)
SHAREHOLDER'S EQUITY:
Rush Enterprises, Inc., common stock, par value
$.01 per share; 25,000,000 shares authorized
and 3,750,000 shares outstanding in 1994 and
1995 (Note 2).................................. 38 38 38 38
Associated Acceptance, Inc., common stock, par
value $1.00 per share; 750,000 shares
authorized and 451,000 shares outstanding in
1994 and 1995 (Note 2)......................... 6 6 6 6
Additional paid-in capital........................ 729 729 729 1,931
Retained earnings................................. 3,603 6,912 7,623 --
------- ------- ------- -------
Total shareholder's equity................... 4,376 7,685 8,396 1,975
------- ------- ------- -------
Total liabilities and shareholder's equity... $44,185 $76,079 $82,883 $82,883
======= ======= ======= =======
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.

F-3
<PAGE> 61

RUSH ENTERPRISES, INC. AND AFFILIATE

COMBINED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
AND THREE MONTHS ENDED MARCH 31, 1995 AND 1996
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, MARCH 31,
------------------------------- -------------------
1993 1994 1995 1995 1996
------- -------- -------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
REVENUES:
New and used truck sales......................... $79,909 $143,569 $194,173 $47,516 $58,133
Parts and service................................ 24,604 51,631 58,785 13,273 16,930
Lease and rental................................. 2,158 5,476 10,180 2,085 3,016
Finance and insurance............................ 2,247 3,774 4,125 923 1,486
Other............................................ 1,353 1,936 1,215 205 311
-------- -------- -------- ------- -------
Total revenues................................. 110,271 206,386 268,478 64,002 79,876
COST OF PRODUCTS SOLD.............................. 95,811 173,369 225,252 53,098 65,093
-------- -------- -------- ------- -------
GROSS PROFIT....................................... 14,460 33,017 43,226 10,904 14,783
SELLING, GENERAL AND ADMINISTRATIVE................ 11,101 25,789 31,927 8,758 11,812
DEPRECIATION AND AMORTIZATION...................... 1,022 1,615 1,924 421 547
-------- -------- -------- ------- -------
OPERATING INCOME................................... 2,337 5,613 9,375 1,725 2,424
-------- -------- -------- ------- -------
OTHER EXPENSE:
Interest expense................................. 998 2,048 2,770 561 973
-------- -------- -------- ------- -------
Total other expense............................ 998 2,048 2,770 561 973
-------- -------- -------- ------- -------
MINORITY INTEREST.................................. -- 123 162 39 --
-------- -------- -------- ------- -------
INCOME FROM CONTINUING OPERATIONS.................. 1,339 3,442 6,443 1,125 1,451
-------- -------- -------- ------- -------
DISCONTINUED OPERATIONS:
Operating income (loss).......................... 325 283 (224) (224) --
Gain on disposal................................. -- -- 1,785 1,785 --
-------- -------- -------- ------- -------
INCOME FROM DISCONTINUED OPERATIONS................ 325 283 1,561 1,561 --
-------- -------- -------- ------- -------
NET INCOME......................................... $ 1,664 $ 3,725 $ 8,004 $ 2,686 $ 1,451
======== ======== ======== ======= =======
UNAUDITED PRO FORMA DATA (Note 4):
Income from continuing operations before income
taxes.......................................... $ 6,443 $ 1,125 $ 1,451
Pro forma adjustments to reflect federal and
state income taxes............................. 2,448 428 552
-------- ------- -------
Pro forma income from continuing operations after
provision for income taxes..................... $ 3,995 $ 697 $ 899
======== ======= =======
Pro forma income from continuing operations
per share...................................... $ .93 $ .16 $ .21
======== ======= =======
Weighted average shares outstanding used in the
pro forma income from continuing operations
per share calculation.......................... 4,297 4,297 4,297
======== ======= =======
Supplemental pro forma income from continuing
operations per share........................... $ .90 $ .16 $ .21
======== ======= =======
Weighted average shares outstanding used in the
supplemental pro forma income from continuing
operations per share calculation............... 4,726 4,398 4,699
======== ======= =======
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.

F-4
<PAGE> 62

RUSH ENTERPRISES, INC. AND AFFILIATE

COMBINED STATEMENTS OF SHAREHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
AND THREE MONTHS ENDED MARCH 31, 1996
(IN THOUSANDS)

<TABLE>
<CAPTION>
COMMON STOCK
---------------------------------------------------------------
ASSOCIATED ACCEPTANCE, INC. RUSH ENTERPRISES, INC.
--------------------------- --------------------------
SHARES SHARES ADDITIONAL
ISSUED AND $1.00 ISSUED AND $.01 PAID-IN RETAINED
OUTSTANDING PAR VALUE OUTSTANDING PAR VALUE CAPITAL EARNINGS
----------- --------- ----------- --------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1992
(Note 2)..................... -- $-- 3,750 $38 $729 $ 1,531
ISSUANCE OF COMMON STOCK....... 451 6 -- -- -- --
NET INCOME..................... -- -- -- -- -- 1,664
DIVIDENDS DECLARED............. -- -- -- -- -- (1,262 )
--- --- ----- --- ---- -------
BALANCE, December 31, 1993..... 451 6 3,750 38 729 1,933
NET INCOME..................... -- -- -- -- -- 3,725
DIVIDENDS DECLARED............. -- -- -- -- -- (2,055 )
--- --- ----- --- ---- -------
BALANCE, December 31, 1994..... 451 6 3,750 38 729 3,603
NET INCOME..................... -- -- -- -- -- 8,004
DIVIDENDS DECLARED............. -- -- -- -- -- (4,695 )
--- --- ----- --- ---- -------
BALANCE, December 31, 1995..... 451 6 3,750 38 729 6,912
NET INCOME (Unaudited)......... -- -- -- -- -- 1,451
DIVIDENDS DECLARED
(Unaudited).................. -- -- -- -- -- (740 )
--- --- ----- --- ---- -------
BALANCE, March 31, 1996
(Unaudited).................. 451 $ 6 3,750 $38 $729 $ 7,623
=== === ===== === ==== =======
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.

F-5
<PAGE> 63

RUSH ENTERPRISES, INC. AND AFFILIATE
COMBINED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
AND THREE MONTHS ENDED MARCH 31, 1995 AND 1996
(IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, MARCH 31,
------------------------------- ------------------
1993 1994 1995 1995 1996
------- -------- -------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income from continuing operations............... $ 1,339 $ 3,442 $ 6,443 $ 1,125 $ 1,451
Adjustments to reconcile net income to net cash
provided by (used in) continuing operations --
Depreciation and amortization..................... 1,022 1,615 1,924 421 547
Minority interest................................. -- 123 162 39 --
Change in receivables............................. 292 (5,685) (7,407) 536 137
Change in inventories............................. (6,223) 1,738 (10,591) (2,813) (4,920)
Change in other current assets.................... 43 14 18 (135) (375)
Change in accounts payable........................ 2,289 2,140 599 (136) 656
Change in accrued liabilities..................... 1,143 2,989 2,678 (1,170) 1,618
------- -------- -------- ------- -------
Net cash provided by (used in) continuing
operations........................................ (95) 6,376 (6,174) (2,133) (886)
Net cash provided by (used in) discontinued
operations........................................ 499 (479) 785 (566) --
------- -------- -------- ------- -------
Net cash provided by (used in) operating
activities........................................ 404 5,897 (5,389) (2,699) (886)
------- -------- -------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment............... (2,137) (2,368) (6,311) (276) (2,905)
Proceeds from the sale of property and equipment.... -- -- 1,151 427 257
Acquisitions of dealerships and leasing
operations........................................ -- (8,878) (2,690) -- --
Proceeds from the sale of discontinued operations... -- -- 3,601 -- --
Investment by (purchase of) minority interest....... -- 150 (435) -- --
Change in other assets.............................. (74) (265) (27) 7 66
------- -------- -------- ------- -------
Net cash used in investing activities............... (2,211) (11,361) (4,711) 158 (2,582)
------- -------- -------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable......................... 237 2,356 9,629 6,603 1,647
Principal payments on notes payable................. (1,378) (2,620) (6,811) (3,924) (1,440)
Draws (payments) on floor plan financing, net....... 4,625 6,677 13,053 2,317 3,567
Draws (payments) on line of credit, net............. 950 (90) (850) (640) 10
Dividends paid...................................... (1,262) (1,512) (3,623) (182) (705)
------- -------- -------- ------- -------
Net cash provided by financing activities........... 3,172 4,811 11,398 4,174 3,079
------- -------- -------- ------- -------
NET DECREASE IN CASH AND CASH EQUIVALENTS............. 1,365 (653) 1,298 1,633 (389)
CASH AND CASH EQUIVALENTS, beginning of year.......... 139 1,504 851 851 2,149
------- -------- -------- ------- -------
CASH AND CASH EQUIVALENTS, end of year................ $ 1,504 $ 851 $ 2,149 $ 2,484 $ 1,760
======= ======== ======== ======= =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for interest.............. $ 1,083 $ 2,272 $ 2,552 $ 561 $ 973
------- -------- -------- ------- -------
NONCASH INVESTING AND FINANCING ACTIVITIES:
Liabilities incurred in connection with property and
equipment acquisitions............................ $ 3,306 $ -- $ 2,022 $ -- $ --
Liabilities incurred in connection with acquisitions
of dealerships and leasing operations............. -- 984 3,550 -- --
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.

F-6
<PAGE> 64

RUSH ENTERPRISES, INC. AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1994 AND 1995 AND MARCH 31, 1995 AND 1996

(INFORMATION AS OF MARCH 31, 1996, AND FOR THE THREE MONTHS
ENDED MARCH 31, 1995 AND 1996, IS UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Principles of Combination and Basis of Presentation

The accompanying combined financial statements include the accounts of Rush
Enterprises, Inc. (the Company), and its divisions, World Wide Tires, San
Antonio Peterbilt, South Coast Peterbilt, Translease-California, Translease
Corporation Houston, Houston Peterbilt, Hou-Tex Industrial and Truck Supply,
Lufkin Peterbilt, Laredo Peterbilt, Ark-La-Tex Peterbilt, Oklahoma Trucks, Tulsa
Trucks, Translease-Oklahoma and Los Cuernos Ranch.

In February 1994, the Company acquired a 90 percent interest in South Coast
Peterbilt and Translease-California. In August 1995, the Company purchased the
remaining 10 percent minority interest (see Note 16).

In March 1995, the Company sold its Rush Pontiac-GMC dealership to a third
party. Rush Pontiac-GMC sold passenger automobiles and small- to medium-use
trucks to the general public. The results of operations and net assets of this
division have been presented as discontinued operations for all years presented
(see Note 3).

In December 1995, the Company purchased significantly all the assets of
Kerr Consolidated, Inc. (Kerr), and began operations of Oklahoma Trucks, Tulsa
Trucks and Translease-Oklahoma. Kerr's primary line of business is the sale of
new Peterbilt and used heavy-duty trucks, parts, leasing and service (see Note
16).

The Company's financial statements have been combined with the financial
statements of Associated Acceptance, Inc. (Affiliate), a Texas corporation, as
both of these entities are under common ownership of the same sole stockholder
and management. Associated provides various insurance agency brokerage services
and sells property and casualty insurance, primarily to Rush Enterprises, Inc.,
customers.

All significant interdivision and intercompany accounts and transactions
have been eliminated.

Business

The Company, founded in 1965, operates a regional network of 14 truck
centers that provide an integrated one-stop source for the trucking needs of its
customers, including retail sales of new Peterbilt and used heavy-duty trucks;
parts, service and body shop facilities; and financial services, including
assisting in the financing of new and used truck purchases, insurance products
and truck leasing and rentals. The Company's truck centers are located in areas
on or near major highways in Texas, California, Oklahoma and Louisiana.

Estimates in Financial Statements

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results may differ from those estimates.

Interim Financial Data

The combined financial statements and related information as of March 31,
1996, and for the three months ended March 31, 1995 and 1996, have been prepared
without audit pursuant to the rules and

F-7
<PAGE> 65

RUSH ENTERPRISES, INC. AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

regulations of the Securities and Exchange Commission. Accordingly, such
combined financial statements reflect all adjustments (consisting of normal
recurring entries) which are, in the opinion of management, necessary for a fair
presentation of the financial position, results of operations, cash flows and
changes in shareholder's equity of the Company for such periods. Interim period
results are not necessarily indicative of the results to be achieved for the
entire year.

Inventories

Inventories are stated at the lower of cost or market value. Cost is
determined by specific identification for new and used truck inventory and by
utilizing the first-in, first-out methods for tires, parts and accessories.

Property and Equipment

Property and equipment are being depreciated over their estimated useful
lives. Leasehold improvements are amortized over the useful life of the
improvement, or the term of the lease, whichever is less. Both the straight-line
and double declining-balance methods of depreciation are used. The cost,
accumulated depreciation and amortization and estimated useful lives are
summarized as follows (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
------------------ MARCH 31, ESTIMATED
1994 1995 1996 LIFE (YEARS)
------- ------- --------- ------------
<S> <C> <C> <C> <C>
Land................................................. $ 2,304 $ 2,874 $ 3,840 -
Buildings and improvements........................... 4,165 4,654 5,428 31 - 39
Leasehold improvements............................... 1,579 1,710 2,100 7 - 10
Machinery and shop equipment......................... 1,170 2,219 2,464 5 - 7
Furniture and fixtures............................... 952 1,692 1,946 5 - 7
Transportation equipment............................. 2,181 3,386 3,477 2 - 5
Leased vehicles...................................... 3,351 5,337 4,778 3 - 7
Accumulated depreciation and amortization............ (3,730) (4,312) (4,349)
------- ------- -------
$11,972 $17,560 $19,684
======= ======= =======
</TABLE>

Allowance for Doubtful Receivables and Repossession Losses

The Company provides an allowance for doubtful receivables and repossession
losses after considering historical loss experience and other factors, which
might affect the collectibility of accounts receivable and the ability of
customers to meet their obligations on finance contracts sold by the Company.

Other Assets

Other assets primarily consists of approximately $2,800,000 of goodwill
acquired by the Company as part of the Kerr acquisition in 1995 and long-term
deposits. The goodwill is being amortized on a straight-line basis over an
estimated useful life of 30 years. Accumulated amortization at December 31,
1995, and March 31, 1996, was approximately $8,000 and $31,000, respectively.
Periodically, the Company assesses the appropriateness of the asset valuations
of goodwill and the related amortization period.

Income Taxes

Rush Enterprises, Inc., and Affiliate have elected and have been treated
for federal and certain state income tax purposes as an S corporation under
Subchapter S of the Internal Revenue Code of 1986, as amended. As a result, the
income of Rush Enterprises, Inc., and Affiliate for federal and certain state
income tax purposes is included in the income tax return of the individual
shareholder. Accordingly, no recognition

F-8
<PAGE> 66

RUSH ENTERPRISES, INC. AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

has been given to federal and certain state income taxes in the accompanying
historical combined financial statements. The accompanying combined financial
statements include recognition of those state income taxes which are levied on
the Company.

In connection with the pending reorganization described in Note 2, both
Rush Enterprises, Inc., and Affiliate will change their federal tax status from
an S corporation to a C corporation and, accordingly, will be subject to federal
and certain state income taxes. (See Note 4 and Note 14 for pro forma income tax
information.)

Revenue Recognition Policies

Income on the sale of vehicles is recognized when the seller and customer
execute a purchase contract and there are no significant uncertainties related
to financing or delivery. Finance income related to the sale of a vehicle is
recognized over the period of the respective finance contract on the effective
interest rate method if the finance contract is retained by the Company. During
1993, 1994 and 1995, and the three months ended March 31, 1996, no finance
contracts were retained for any significant length of time by the Company but
were generally sold, with limited recourse, to certain finance companies
concurrent with the sale of the related vehicle. Gain or loss is recognized by
the Company upon the sale of such finance contracts to the finance companies,
net of a provision for repossession losses and early repayment penalties.
Leasing income is recognized over the period of the related lease agreement.
Parts and services revenue is earned at the time the Company sells the parts to
its customers, or at the time the Company completes the service work order
related to service provided to the customer's vehicle.

Statement of Cash Flows

Cash and cash equivalents generally consist of cash and other money market
instruments. The Company considers any temporary investments that mature in
three months or less to be cash equivalents for reporting cash flows.

New Accounting Pronouncements

In March 1995, Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of" (FAS 121), was issued. Under FAS 121, an impairment loss must be
recognized, for long-lived assets and certain identifiable intangibles to be
held and used by an entity, whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. FAS 121 is
effective for financial statements issued for fiscal years beginning after
December 15, 1995, and must be adopted on a prospective basis. Restatement of
previously issued financial statements is not permitted. The Company adopted FAS
121 effective January 1, 1996. Such adoption did not have a material effect on
the financial condition or results of operations of the Company.

In October 1995, Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" (FAS 123) was issued. FAS 123 defines
a fair value based method of accounting for employee stock options or similar
equity instruments and encourages all entities to adopt that method of
accounting for all of their employee stock compensation plans. Under the fair
value based method, compensation cost is measured at the grant date based on the
value of the award and is recognized over the service period of the award, which
is usually the vesting period. However, FAS 123 also allows entities to continue
to measure compensation costs for employee stock compensation plans using the
intrinsic value method of accounting prescribed by APB Opinion No. 25,
"Accounting for Stock Issued to Employees" (APB 25). Entities electing to remain
with the accounting prescribed by APB 25 must make pro forma disclosures of net
income and earnings per share as if the fair value based method recommended by
FAS 123 had been applied. The accounting requirements of FAS 123 are effective
for transactions entered into in fiscal

F-9
<PAGE> 67

RUSH ENTERPRISES, INC. AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

years that begin after December 15, 1995. The disclosure requirements of FAS 123
are effective for financial statements for fiscal years beginning after December
15, 1995. The Company intends to measure compensation costs using APB 25 and to
provide pro forma disclosures of net income and earnings per share as if the
fair value based method of accounting under FAS 123 had been applied. Therefore,
FAS 123 will not have a material effect on the financial position or results of
operations of the Company. (See Note 13.)

2. PENDING REORGANIZATION AND OFFERING:

Rush Enterprises, Inc., has filed a Registration Statement in contemplation
of an initial public offering of common stock (the Offering). Effective April 5,
1996, Rush Enterprises, Inc., declared a stock dividend to its sole shareholder
whereby after such dividend there are 3,750,000 shares of common stock issued
and outstanding. Such stock dividend has been treated as a stock split for
financial reporting purposes. Accordingly, all references to common stock and
per share information have been retroactively adjusted to reflect the stock
split following such dividend.

Effective in April 1996, Rush Enterprises, Inc., has also authorized the
creation of 1,000,000 shares of preferred stock, $.01 par value. No shares of
preferred stock are expected to be issued in connection with the Offering or
related reorganization.

Rush Enterprises, Inc., will terminate its S corporation federal tax
election upon the successful completion of the Offering and, accordingly, will
be subject to federal and certain state income taxes from that date forward.
Prior to such termination, the Company will distribute to its current sole
shareholder all accumulated Subchapter S earnings as of the termination date. At
March 31, 1996, the amount of the undistributed accumulated Subchapter S
earnings was approximately $6,000,000, excluding $1,650,000 of accrued dividends
payable at such date.

Prior to completion of the Offering, Rush Enterprises, Inc., will purchase
a wholly-owned subsidiary (managing general agent) which will control all the
affairs and operations of Associated Acceptance, Inc. In return, any and all
income of Associated Acceptance, Inc., will be received by the managing general
agent and the sole shareholder of Associated Acceptance, Inc., will be
prohibited from the sale or transfer of the capital stock of Associated
Acceptance, Inc. In the event of a sale of Associated Acceptance, Inc. (as
authorized by the managing general agent), any and all proceeds of such sale
will be remitted to the Company.

3. DISCONTINUED OPERATIONS:

In March 1995, the Company sold its Pontiac-GMC Truck division and,
therefore, has accounted for these operations as discontinued operations. Under
the terms of the sales agreement, the Buyer purchased the new car and truck
inventory. The Company received approximately $3,601,000 for the sale of the
dealership.

The results of the division's operations and cash flows have been
classified as discontinued operations for all periods presented in the combined
statements of income and cash flows. The assets and liabilities of discontinued
operations have been classified in the combined balance sheet as "net assets of
discontinued operations" as of December 31, 1994. All assets and liabilities of
Rush Pontiac-GMC were sold prior to December 31, 1995.

Sales revenues applicable to Rush Pontiac-GMC were $25,287,000, $30,305,000
and $6,435,000 for the years ended December 31, 1993, 1994 and 1995,
respectively, and $6,435,000 for the three months ended

F-10
<PAGE> 68

RUSH ENTERPRISES, INC. AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

March 31, 1995. The summarized components of net assets of discontinued
operations at December 31, 1994, were as follows (in thousands):

<TABLE>
<S> <C>
Accounts receivable......................................... $1,460
Inventory................................................... 3,774
Property and equipment, net................................. 89
------
Total assets........................................... 5,323
------
Floor plan notes payable.................................... 3,663
Accounts payable............................................ 533
Accrued expenses............................................ 118
------
Total liabilities...................................... 4,314
------
Net assets of discontinued operations.................. $1,009
======
</TABLE>

4. PRO FORMA INFORMATION (UNAUDITED):

Pro Forma Income From Continuing Operations and Income From Continuing
Operations Per Share (Unaudited)

Pro forma income from continuing operations and pro forma income from
continuing operations per share for the year ended December 31, 1995, and for
the three months ended March 31, 1995 and 1996, have been determined assuming
that the Company had been taxed as a C corporation for federal and certain state
income tax purposes for such periods.

Pro forma income from continuing operations per share has been computed
using the weighted average number of common shares outstanding of Rush
Enterprises, Inc., as adjusted for the stock dividend. The common shares of
Associated Acceptance, Inc. have been excluded from the weighted average number
of common shares outstanding as all rights and benefits of the operations of
Associated Acceptance, Inc., will accrue to Rush Enterprises, Inc., after
completion of the pending reorganization (see Note 2). Common equivalent shares
for all periods presented have been increased by 547,400 shares to reflect the
number that would have to be sold at the estimated offering price per share
which would be necessary to repay the line-of-credit borrowings that will be
used to fund an approximate $6,000,000 distribution of undistributed S
corporation earnings as of March 31, 1996. It is proposed that a portion of the
proceeds of a successful completion of the Offering of the Company's common
stock will be used to repay such line-of-credit borrowings (see Notes 2 and 17).

Supplemental Pro Forma Income From Continuing Operations Per Share (Unaudited)

Supplemental pro forma income from continuing operations per share is based
on the weighted average number of shares of common stock used in the calculation
of pro forma income from continuing operations per share plus 428,800, 100,400
and 401,500 common equivalent shares representing the number of shares at the
estimated offering price per share that the Company would need to fund the
repayment of $4,700,000, $1,100,000 and $4,400,000 of outstanding long-term debt
at December 31, 1995, and March 31, 1995 and 1996, respectively, which is
contemplated to be extinguished from the proceeds of the Offering.

For purposes of computing supplemental pro forma income from continuing
operations per share, pro forma income from continuing operations has been
increased by $270,000 for the year ended December 31, 1995, and by $16,000 and
$68,000 for the three months ended March 31, 1995 and 1996, respectively,
representing elimination of related interest expense, net of tax, on such
indebtedness assuming the Offering and repayment of debt occurred at the
beginning of each respective period.

F-11
<PAGE> 69

RUSH ENTERPRISES, INC. AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Pro Forma Balance Sheet (Unaudited)

The unaudited pro forma balance sheet at March 31, 1996, gives effect to
the following transactions, as if such transactions occurred on that date:

(1) The payment of a distribution of approximately $6,000,000 which
represents substantially all of the Company's undistributed S
corporation earnings at March 31, 1996. Such distribution of
undistributed earnings will be funded by draws on the Company's line of
credit which will be repaid by a portion of the proceeds from the
Offering.

(2) The accrual of an estimated $421,000 deferred tax liability, which
would be required as a reduction of retained earnings had the Company
terminated its S corporation status at March 31, 1996. (See Note 14.)

(3) The reclassification of retained earnings to additional paid-in
capital.

5. SUPPLIER AND CUSTOMER CONCENTRATION:

Major Suppliers and Dealership Agreements

The Company has entered into dealership agreements with various companies
(Distributors). These agreements are nonexclusive agreements that allow the
Company to stock, sell at retail and service trucks and products of the
Distributors in the Company's defined market. The agreements allow the Company
to use the Distributor's name, trade symbols and intellectual property and
expire as follows:

<TABLE>
<CAPTION>
DISTRIBUTOR EXPIRATION DATES
------------ ----------------
<S> <C>
PACCAR.............................. February 1997 to
December 1998
GMC................................. October 2000
Volvo............................... March 2000
</TABLE>

These agreements impose a number of restrictions and obligations on the
Company, including restrictions on a change in control of the Company and the
maintenance of certain required levels of working capital. Violation of such
restrictions could result in the loss of the Company's right to purchase the
Distributor's products and use the Distributor's trademarks. As of March 31,
1996, the Company's management believes it was in compliance with all the
restrictions of its dealership agreements.

The Company purchases most of its new vehicles and parts from PACCAR, the
maker of Peterbilt trucks and parts, at prevailing prices charged to all
franchised dealers. Sales of new Peterbilt trucks accounted for 95 percent and
92 percent of the Company's new vehicle sales for the year ended December 31,
1995, and the three months ended March 31, 1996, respectively. The Company has
obtained an amendment of its PACCAR and Volvo dealership agreements which would
permit the Company to complete its proposed Offering. Subsequent to a successful
completion of the Offering, the Company will continue to be subject to certain
change of control restrictions, as defined, under the PACCAR and Volvo
agreements.

The Company has not obtained an amendment of its GMC dealership agreement
which would permit the change in control which would occur upon the successful
completion of the contemplated Offering and is unable to determine if such
dealership rights will be revoked if the Offering is completed.

The Company believes that a revocation of its GMC dealership agreement
would not have a material adverse effect on its financial position or results of
operations if such Distributor were to enforce its rights under the related
agreement.

F-12
<PAGE> 70

RUSH ENTERPRISES, INC. AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Primary Lender

The Company purchases its new and used truck inventories with the
assistance of a floor plan financing program from a single financial
institution. Such financial institution also provides the Company with lines of
credit which allow borrowings of up to $6,000,000.

The loan agreements with this financial institution generally provide that
such agreements may be terminated at the option of the lender. Further, the
agreements provide that the occurrence of certain events, including termination
of the Company's GMC dealership agreement, will be considered events of default
under agreements. The Company has obtained a letter from the financial
institution which states the financing agreements will not be terminated if the
Company were to lose its GMC dealership rights due to a change in control of the
Company caused by completion of the Offering. In the event that the Company's
financing becomes insufficient, or its relationship terminates with the current
primary lender, the Company would need to obtain similar financing from other
sources. Management believes it can obtain additional floor plan financing or
alternative financing if necessary. (See Note 8.)

Concentrations of Credit Risks

Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist principally of cash and cash equivalents
and accounts receivable.

The Company places its cash and cash equivalents with quality financial
institutions. At December 31, 1995, the Company had deposits in excess of
federal insurance totaling approximately $2,300,000.

Concentrations of credit risk with respect to trade receivables are reduced
because a large number of geographically diverse customers make up the Company's
customer base, thus, spreading the trade credit risk. A majority of the
Company's business, however, is concentrated in the United States heavy-duty
trucking market and related aftermarkets. The Company controls credit risk
through credit approvals and by selling certain trade receivables without
recourse. Related to the Company's finance contracts, after the finance contract
is entered into, the Company generally sells the contracts to a third party. The
finance contracts are sold with recourse, but the annual amount of recourse
losses which can be put to the Company is contractually limited. (See Note 15.)
Historically, bad debt expense associated with the Company's accounts receivable
and finance contracts has not been material.

6. ACCOUNTS RECEIVABLE:

The Company's accounts receivable, net, consisted of the following as of
each respective date (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
----------------- MARCH 31,
1994 1995 1996
------ ------- ---------
<S> <C> <C> <C>
Trade accounts receivable from sale of vehicles.... $5,442 $12,428 $12,926
Other trade receivables............................ 2,025 1,925 2,236
Warranty claims.................................... 925 706 1,084
Related parties.................................... 389 784 203
Other accounts receivable.......................... 545 856 101
Less -- Allowance for doubtful receivables and
repossession losses.............................. (322) (288) (276)
------ ------- -------
Total......................................... $9,004 $16,411 $16,274
====== ======= =======
</TABLE>

F-13
<PAGE> 71

RUSH ENTERPRISES, INC. AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Accounts receivables-related parties represents receivables with entities
in which the stockholder and/or key members of the Company's management have a
controlling interest. These receivables are primarily related to short-term
advances made by the Company or receivables as a result of arm's-length
transactions between the Company and the related parties. For the years ended
December 31, 1993, 1994 and 1995, and three months ended March 31, 1995 and
1996, the Company had sales to one of its related parties of approximately
$1,631,000, $535,000, $770,000, $257,000 and $218,000, respectively.

7. INVENTORIES:

The Company's inventories consisted of the following as of each respective
date (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
------------------ MARCH 31,
1994 1995 1996
------- ------- ---------
<S> <C> <C> <C>
New vehicles...................................... $10,640 $21,870 $24,825
Used vehicles..................................... 3,435 5,490 5,786
Parts and accessories............................. 6,487 8,744 10,096
Tires............................................. 193 413 730
------- ------- -------
Total........................................ $20,755 $36,517 $41,437
======= ======= =======
</TABLE>

8. FLOOR PLAN NOTES PAYABLE AND LINES OF CREDIT:

Floor Plan Notes Payable

Floor plan notes are financing agreements to facilitate the Company's
purchase of new and used trucks. These notes are collateralized by the inventory
purchased and accounts receivable arising from the sale thereof. The Company's
floor plan notes have interest rates at prime plus a percentage rate as
determined by the finance provider, as defined in the agreement. The interest
rates applicable to these agreements were 9.0 percent and 8.25 percent at
December 31, 1994 and 1995, respectively. The amounts borrowed under these
agreements are due when the related truck inventory (collateral) is sold and the
sales proceeds are collected by the Company. These lines are discretionary and
may be modified, suspended or terminated at the election of the lender, at any
time.

The Company's three floor plan agreements with its primary lender limit the
aggregate amount of borrowings based on either an aggregate dollar amount or an
aggregate number of new and used trucks that may be financed. Subsequent to
December 31, 1995, the floor plan agreements were amended whereby the capacity
under the agreements are determined by the number of units that may be floor
planned. The aggregate amounts of capacity and availability under these
agreements at December 31, 1995, and March 31, 1996, are as follows:

<TABLE>
<CAPTION>
DECEMBER 31, 1995, MARCH 31, 1996,
---------------------------- ---------------------------
CAPACITY AVAILABILITY CAPACITY AVAILABILITY
----------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
Dollars (one agreement)..................... $24,200,000 $ 9,400,000 -- --
New truck units (two agreements)............ 385 75 692 308
Used truck units (two agreements)........... 175 70 283 56
</TABLE>

F-14
<PAGE> 72

RUSH ENTERPRISES, INC. AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Amounts of collateral as of December 31, 1995, and March 31, 1996, are as
follows (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1995 1996
------------ ---------
<S> <C> <C>
Inventories, new and used vehicles at cost based on specific
identification...................................................... $ 27,360 $30,611
Truck sale related accounts receivable................................ 12,428 12,926
------- -------
Total............................................................ $ 39,788 $43,537
======= =======
Floor plan notes payable.............................................. $ 34,294 $37,861
======= =======
</TABLE>

Lines of Credit

The Company has various separate line-of-credit agreements with two
financial institutions which provide for an aggregate maximum borrowings of
$6,000,000 and $450,000, respectively, with advances generally limited to 75
percent of new parts inventory and eligible accounts receivable (as defined).
Advances bear interest ranging from prime plus 1.25 percent to prime plus 2.0
percent. Advances under the line-of-credit agreements are secured by new parts
inventory. The line-of-credit agreement contains financial covenants which
include the maintenance of a certain level of tangible net worth (as defined).
The Company was in compliance with these covenants at December 31, 1995, and
March 31, 1996. Either party may terminate the agreement with 60 days written
notice. Indebtedness under the agreements is guaranteed by the Company's
stockholder. After a successful completion of the Offering, the guarantee of the
Company's stockholder will be terminated. As of December 31, 1994 and 1995, and
March 31, 1996, advances outstanding under the various line-of-credit agreements
amounted to $860,000, $10,000 and $20,000, respectively. As of December 31,
1995, and March 31, 1996, $6,440,000 and $6,430,000, respectively, was available
for future borrowings. These lines are discretionary and may be modified,
suspended or terminated at the election of the lender, at any time.

9. LONG-TERM DEBT:

Long-term debt is comprised of the following as of each respective date (in
thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
------------------ MARCH 31,
1994 1995 1996
------- ------- ---------
<S> <C> <C> <C>
Variable interest rate term notes................. $ 2,581 $ 5,139 $ 6,319
Fixed interest rate term notes.................... 6,306 11,248 10,485
Advance from related party........................ -- 890 680
------- ------- -------
Total debt................................... 8,887 17,277 17,484
Less -- Current maturities........................ (2,162) (3,600) (3,600)
------- ------- -------
$ 6,725 $13,677 $13,884
======= ======= =======
</TABLE>

Advance from related party is a short-term advance from a company
controlled by the Company's sole shareholder. The advance carries interest at
prime rate and is due in 1996.

F-15
<PAGE> 73

RUSH ENTERPRISES, INC. AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

As of December 31, 1995, debt maturities are as follows (in thousands):

<TABLE>
<S> <C>
Fiscal year --
--------------
1996...................................... $ 3,600
1997...................................... 1,768
1998...................................... 2,918
1999...................................... 1,290
2000...................................... 1,157
Thereafter................................ 6,544
-------
Total................................ $17,277
=======
</TABLE>

The Company's variable interest rate notes are primarily with financial
institutions and have interest rates ranging from prime plus 1 percent to prime
plus 1.25 percent, which ranged from 9.5 percent to 9.75 percent at December 31,
1995. Monthly payments of these notes range from $3,300 to $9,900, including
principal and interest and maturities of these notes range from December 1997 to
February 2000.

The Company's fixed interest rate notes are primarily with financial
institutions and have interest rates ranging from 7.5 percent to 10.5 percent at
December 31, 1995. Monthly payments on the notes range from $300 to $16,500,
including principal and interest and maturities of these notes range from
February 1996 to November 2012.

The proceeds from the issuance of the variable and fixed rate notes were
used primarily to acquire land, buildings and improvements, transportation
equipment and leased vehicles. The notes are secured by the assets acquired by
the proceeds of such notes, and certain notes are guaranteed by the stockholder
of the Company. Such guarantees will be terminated upon a successful completion
of the Offering.

10. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS:

In December 1991, Statement of Financial Accounting Standards No. 107 (FAS
107), "Disclosures About Fair Value of Financial Instruments" was issued. FAS
107 requires disclosures of the fair value of financial instruments. The
following methods and assumptions were used to estimate the fair value of each
class of financial instrument held by the Company:

Current assets and current liabilities -- The carrying value
approximates fair value due to the short maturity of these items.

Accrued interest payable -- The carrying amount approximates fair
value as the majority of interest payments are made monthly.

Long-term debt -- The fair value of the Company's long-term debt is
based on secondary market indicators. Since the Company's debt is not
quoted, estimates are based on each obligation's characteristics, including
remaining maturities, interest rate, credit rating, collateral,
amortization schedule and liquidity. The carrying amount approximates fair
value.

11. DEFINED CONTRIBUTION PENSION PLANS:

The Company has a defined contribution pension plan (the Rush Plan) which
is available to all Company employees and the employees of certain affiliates,
except employees of South Coast Peterbilt. As of December 31 of every year, each
employee who has completed one year of continuous service is entitled to enter
the Rush Plan. Participating employees may contribute from 2 percent to 10
percent of total gross compensation. The Company may contribute an amount equal
to 25 percent of the employees' contributions. During the years ended December
31, 1993, 1994 and 1995, and the three months ended March 31, 1995 and

F-16
<PAGE> 74

RUSH ENTERPRISES, INC. AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

1996, the Company incurred expenses of approximately $75,000, $115,000,
$127,000, $45,000 and $65,000, respectively, related to the Rush Plan.

South Coast Peterbilt also has a defined contribution pension plan (the
South Coast Plan) which is available to all employees of South Coast Peterbilt.
Each employee who has completed one year of continuous service is entitled to
enter the South Coast Plan. Participating employees do not contribute. South
Coast contributes an amount equal to 2.50 percent of the employees'
compensation. During the years ended December 31, 1994 and 1995, and the three
months ended March 31, 1995 and 1996, South Coast Peterbilt incurred expenses of
approximately $117,000, $166,000, $27,000 and $47,000, respectively, related to
the South Coast Plan.

Postretirement and Postemployment Benefits

In December 1990, Statement of Financial Accounting Standards No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions" (FAS
106) was issued. FAS 106 requires employers to recognize the obligation to
provide postretirement benefits to employees during the periods that employees
render service to earn the benefit. Previously, generally accepted accounting
principles provided that employers could report such expenses in the period the
related costs were paid. The Company does not provide such benefits to its
employees, thus, FAS 106 has no effect on the results of operations of the
Company.

In November 1992, Statement of Financial Accounting Standards No. 112
"Employers' Accounting for Postemployment Benefits" (FAS 112) was issued. FAS
112 requires employers to recognize the obligation to provide benefits to former
or inactive employees after employment but before retirement, if certain
conditions are met. The Company does not provide such benefits to its employees,
thus, FAS 112 has no effect on the results of operations of the Company.

12. LEASES:

Vehicle Leases

The Company leases vehicles primarily over periods ranging from one to six
years under operating lease arrangements. This equipment is subleased to
customers under various agreements in its own leasing operation. Generally, the
Company is required to incur all operating costs and pay a minimum rental and an
excess mileage charge based on maximum mileage over the term of the lease.
Vehicle lease expenses for the years ended December 31, 1993, 1994 and 1995, and
the three months ended March 31, 1995 and 1996, were approximately $1,005,000,
$2,600,000, $4,076,000, $973,000 and $1,345,000, respectively.

Minimum rental commitments for noncancelable vehicle leases in effect at
December 31, 1995, are as follows (in thousands):

<TABLE>
<S> <C>
1996........................................ $ 5,712
1997........................................ 4,601
1998........................................ 3,876
1999........................................ 2,619
2000........................................ 1,470
Thereafter.................................. 1,325
-------
Total.................................. $19,603
=======
</TABLE>

Customer Vehicle Leases

A Company division leases both owned and leased vehicles to customers
primarily over periods of one to six years under operating lease arrangements.
The leases require a minimum rental and a contingent rental

F-17
<PAGE> 75

RUSH ENTERPRISES, INC. AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

based on mileage. Rental income during the years ended December 31, 1993, 1994
and 1995, and the three months ended March 31, 1995 and 1996, consisted of
minimum payments of approximately $1,283,000, $3,600,000, $5,915,000, $1,458,000
and $2,314,000, respectively, and contingent rentals of approximately $299,000,
$600,000, $2,076,000, $443,000 and $547,000, respectively. Minimum lease
payments to be received for noncancelable leases and subleases in effect at
December 31, 1995, are as follows (in thousands):

<TABLE>
<S> <C>
1996........................................ $ 6,896
1997........................................ 5,401
1998........................................ 4,120
1999........................................ 3,046
2000........................................ 1,684
Thereafter.................................. 1,598
-------
Total.................................. $22,745
=======
</TABLE>

Other Leases

The Company leases its various facilities under operating leases which
expire at various times through 2001. Rental expense for the years ended
December 31, 1993, 1994 and 1995, and the three months ended March 31, 1995 and
1996, was $110,000, $712,000, $762,000, $208,000 and $310,000, respectively.
Future minimum lease payments under noncancelable leases at December 31, 1995,
are as follows (in thousands):

<TABLE>
<S> <C>
1996......................................... $ 801
1997......................................... 791
1998......................................... 711
1999......................................... 423
2000......................................... 389
Thereafter................................... 146
------
Total...................................... $3,261
======
</TABLE>

13. COMMON STOCK:

At December 31, 1994 and 1995, and March 31, 1996, there were 2,141,760
shares authorized and 607,832 shares issued and outstanding of Rush Enterprises,
Inc., Class A voting common stock. In addition, there were 750,000 shares
authorized and 451,162 shares issued and outstanding of Associated Acceptance,
Inc., Class A voting common stock. All shares had a par value of $1.00.

Dividends in the amount of $1,262,000, $2,055,000, $4,695,000, $505,000 and
$740,000 were declared to the shareholder of the Company for the years ended
December 31, 1993, 1994 and 1995, and the three months ended March 31, 1995 and
1996, respectively. Dividends in the amount of $1,262,000, $1,512,000,
$3,623,000, $182,000 and $705,000 were paid to the shareholder for the years
ended December 31, 1993, 1994 and 1995, and the three months ended March 31,
1995 and 1996, respectively.

Subsequent to December 31, 1995, the Company adopted a stock option plan
(the Incentive Plan) which provides for the grant of stock options and stock
appreciation rights. Initially, 500,000 shares of common stock will be available
for issuance under the Incentive Plan. The Company intends to grant options to
purchase approximately 19,400 shares to certain key employees contemporaneous
with the Offering. Such options will be exercisable at 90 percent of the initial
public offering price per common share and will be fully vested.

F-18
<PAGE> 76

RUSH ENTERPRISES, INC. AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

14. CHANGE IN S CORPORATION STATUS AND PRO FORMA INCOME TAXES:

Prior to the proposed Offering of the Company's common stock, the Company
will maintain the status of S corporation for federal and certain state income
tax purposes. As an S corporation, the Company is generally not responsible for
income taxes.

Upon the closing of the proposed Offering, the Company's S corporation
election will be terminated and the Company will be reorganized as described in
Note 2. Accordingly, the Company will be subject to federal and state income
taxes from that date forward.

Prior to consummation of the proposed Offering, the Company intends to make
distributions of the Company's undistributed S corporation earnings to its
shareholder. As of March 31, 1996, such undistributed S corporation earnings
aggregated approximately $6,000,000 (excluding accrued dividends payable of
$1,650,000 as of March 31, 1996). The Company plans to pay the undistributed S
corporation earnings through draws on the Company's lines of credit which will
be repaid from the proceeds of the proposed offering.

In addition, effective with the termination of the Company's S corporation
status, the Company will provide for deferred income taxes for cumulative
temporary differences between the tax basis and financial reporting basis of its
assets and liabilities at the date of termination. If the termination had
occurred at March 31, 1996, the net deferred income tax liability, calculated in
accordance with FAS 109, "Accounting for Income Taxes," would have approximated
$421,000 (unaudited). The tax liability is primarily due to basis differences of
$970,000 related to property and equipment, net of $549,000 in deferred tax
assets associated with inventories and with accruals and reserves deducted for
financial reporting purposes but not for tax purposes. This deferred tax
liability will be charged against income from continuing operations in the
period the Company's tax status changes.

Pro Forma Provision for Income Taxes (Unaudited)

The unaudited pro forma provision for income taxes represents the estimated
income taxes on income from continuing operations that would have been reported
under FAS 109 had the Company been a taxable entity for both state and federal
income tax purposes for the year ended December 31, 1995, and for the three
months ended March 31, 1995 and 1996. The components of the pro forma income tax
provision for the year ended December 31, 1995, is summarized as follows (in
thousands):

<TABLE>
<S> <C>
Current provision --
Federal............................................................ $1,945
State.............................................................. 230
------
2,175
------
Deferred provision --
Federal............................................................ 245
State.............................................................. 28
------
273
------
Unaudited pro forma provision for income taxes....................... $2,448
======
</TABLE>

F-19
<PAGE> 77

RUSH ENTERPRISES, INC. AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

A reconciliation of taxes based on the federal statutory rate of 34 percent
and the unaudited pro forma provision for income taxes for the year ended
December 31, 1995, is summarized as follows (in thousands):

<TABLE>
<S> <C>
Income taxes at the federal statutory rate........................... $2,191
State income taxes, net of federal benefit........................... 170
Other, net........................................................... 87
------
Unaudited pro forma provision for income taxes....................... $2,448
======
</TABLE>

15. COMMITMENTS AND CONTINGENCIES:

The Company is contingently liable to finance companies for the notes sold
to such finance companies related to the sale of trucks. The Company's recourse
liability related to sold finance contracts is limited to 15 to 25 percent of
the outstanding amount of each note sold to the finance company with the
aggregate recourse liability for 1995 being limited to $200,000. The Company
provides an allowance for repossession losses and early repayment penalties.

Finance contracts sold with recourse during the years ended December 31,
1993, 1994 and 1995, and three months ended March 31, 1995 and 1996, were
$32,188,000, $45,453,000, $53,165,000, $13,527,000 and $16,132,000,
respectively.

Subsequent to December 31, 1995, the Company's aggregate annual loss limit
was increased to $600,000 annually.

The Company is involved in various claims and legal actions arising in the
ordinary course of business. The Company believes it is unlikely that the final
outcome of any of the claims or proceedings to which the Company is a party
would have a material adverse effect on the Company's financial position or
results of operations, however, due to the inherent uncertainty of litigation,
there can be no assurance that the resolution of any particular claim or
proceeding would not have a material adverse effect on the Company's results of
operations for the fiscal period in which such resolution occurred.

The Company has consulting agreements with individuals for an aggregate
monthly payment of $15,725 per month. The agreements expire in 1999 through
2001.

16. ACQUISITIONS:

In February 1994, South Coast acquired substantially all of the operations
of four existing Peterbilt truck dealerships in Southern California. The
purchase price was approximately $9,562,000 consisting of $3,139,000 in cash,
$5,439,000 in floor plan financing for inventory and a note to the seller in the
amount of $984,000. South Coast was initially owned 90 percent by the Company
and 10 percent was owned by a minority interest owner.

In June 1994, South Coast acquired substantially all of the operations of
an existing truck leasing company in Southern California. The purchase price was
$300,000.

The acquisitions have been accounted for as purchases; operations of the
businesses acquired have been included in the accompanying combined financial
statements from their respective dates of acquisition. The

F-20
<PAGE> 78

RUSH ENTERPRISES, INC. AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

purchase price has been allocated based on the fair values of the assets at the
date of acquisition as follows (in thousands):

<TABLE>
<S> <C>
Inventories.................................. $8,310
Property and equipment....................... 1,327
Lease costs.................................. 225
------
Total................................... $9,862
======
</TABLE>

In August 1995, the Company purchased the minority interest in South Coast.
The Company paid approximately $435,000 for the remaining 10 percent ownership
interest.

In December 1995, the Company acquired substantially all of the assets and
leasing operations of Kerr, consisting of two existing Peterbilt truck
dealerships and a leasing operation in Oklahoma. The purchase price was
approximately $10,155,000. The purchase price was approximately $2,690,000 in
cash, floor plan financing for inventory of $3,915,000, a note payable to a
financial institution of $750,000 and a note to the seller for $2,800,000.
During the first quarter of 1996, the Company acquired land and buildings
related to the acquisition of certain assets of Kerr for approximately
$1,700,000. The Company paid approximately $425,000 in cash and entered into
mortgage notes payable of approximately $1,275,000 due in monthly installments
of principal and interest over approximately 10 years. Also, concurrent with the
closing of this transaction, the Company entered into a construction loan of
approximately $638,000 for new buildings to be constructed at the Oklahoma
operation in 1996.

The acquisition has been accounted for as a purchase; operations of the
business acquired has been included in the accompanying combined financial
statements from the respective date of acquisition. The purchase price has been
allocated based on the fair values of the assets at the date of acquisition as
follows (in thousands):

<TABLE>
<S> <C>
Inventories................................. $ 6,981
Property and equipment...................... 345
Lease costs................................. 29
Goodwill.................................... 2,800
-------
Total..................................... $10,155
=======
</TABLE>

The following unaudited pro forma summary presents information as if the
Kerr acquisitions, and the minority interest in South Coast acquisition and the
sale of the Rush Pontiac-GMC dealership had occurred at the beginning of each
fiscal year. The pro forma information is provided for information purposes
only. It is based on historical information and does not necessarily reflect the
actual results that would have occurred nor is it necessarily indicative of
future results of operations of the Company. In preparing the pro forma data,
adjustments have been made to reflect the impact of income tax expense for the
respective periods and the weighted average common shares outstanding used in
the computation of income from continuing operations per share has been
increased to reflect the number of shares at the proposed offering price,
necessary to fund repayment of the line of credit drawn to pay the $6,000,000
distribution of undistributed S corporation earnings. Supplemental income from
continuing operations per share has been computed using the number of common and
common equivalent shares as described above plus the number of shares required,
at the

F-21
<PAGE> 79

RUSH ENTERPRISES, INC. AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

proposed offering price, necessary to fund repayment of certain debt obligations
which are proposed to be extinguished with the proceeds from the Offering (in
thousands, except per share amounts).

<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31,
--------------------
1994 1995
-------- --------
(UNAUDITED)
<S> <C> <C>
Revenues from continuing operations...................... $277,939 $333,279
-------- --------
Income from continuing operations after pro forma
provision for income taxes............................. $ 2,959 $ 4,277
-------- --------
$1.00
Income from continuing operations per share.............. ========
Supplemental income from continuing operations per $.96
share.................................................. ========
</TABLE>

17. SECURITIES OFFERING:

The Company has filed a Registration Statement with the Securities and
Exchange Commission for an underwritten offering of 2,500,000 shares of common
stock. The Company expects to use the net proceeds of the Offering to retire
certain debt obligations, fund potential acquisition opportunities which may
arise in the future and for general corporate purposes.

In connection with the Offering, the Company has agreed to issue to the
underwriters of the Offering, warrants to purchase 10 percent of the initial
public offering shares offered to the public. Such warrants will be exercisable
during a four-year period commencing one year from the date of the Offering, at
an exercise price equal to 120 percent of the initial public offering price. The
warrant agreement will provide for customary antidilution and registration right
provisions.

F-22
<PAGE> 80

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Rush Enterprises, Inc.:

We have audited the accompanying consolidated statements of income,
stockholders' equity and cash flows of Kerr Consolidated, Inc., and subsidiaries
(an Oklahoma corporation) for the eleven-month period ended November 30, 1995.
These financial statements are the responsibility of Kerr Consolidated, Inc.'s
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the results of operations of Kerr
Consolidated, Inc., and its cash flows for the eleven-month period ended
November 30, 1995, in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

San Antonio, Texas
March 15, 1996

F-23
<PAGE> 81

REPORT OF INDEPENDENT AUDITORS

The Board of Directors
Kerr Consolidated, Inc.

We have audited the accompanying statements of income, stockholders' equity
and cash flows of Kerr Consolidated, Inc. (an S corporation) for the year ended
December 31, 1994. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the results of operations and cash flows of Kerr
Consolidated, Inc. for the year ended December 31, 1994 in conformity with
generally accepted accounting principles.

ERNST & YOUNG LLP

Oklahoma City, Oklahoma
May 26, 1995

F-24
<PAGE> 82

KERR CONSOLIDATED, INC.

CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1994
AND THE ELEVEN-MONTH PERIOD ENDED NOVEMBER 30, 1995
(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER ELEVEN MONTHS ENDED
31, NOVEMBER 30,
1994 1995
----------- -------------------
<S> <C> <C>
REVENUES:
Truck sales.................................................. $55,526 $48,942
Parts and service............................................ 11,128 11,469
Lease........................................................ 4,096 3,398
Other........................................................ 803 992
------- -------
Total revenues.......................................... 71,553 64,801
COST OF PRODUCTS SOLD.......................................... 63,075 57,281
------- -------
GROSS PROFIT................................................... 8,478 7,520
SELLING, GENERAL AND ADMINISTRATIVE............................ 6,411 6,082
DEPRECIATION................................................... 331 295
------- -------
OPERATING INCOME............................................... 1,736 1,143
INTEREST EXPENSE............................................... (485) (716)
------- -------
NET INCOME..................................................... $ 1,251 $ 427
======= =======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-25
<PAGE> 83

KERR CONSOLIDATED, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1994
AND THE ELEVEN-MONTH PERIOD ENDED NOVEMBER 30, 1995
(IN THOUSANDS)

<TABLE>
<CAPTION>
COMMON STOCK
------------------------
SHARES ADDITIONAL
ISSUED AND $.10 PAID-IN RETAINED
OUTSTANDING PAR VALUE CAPITAL (DEFICIT)
----------- --------- ---------- --------
<S> <C> <C> <C> <C>
BALANCE, December 31, 1993........................... 425 $43 $5,152 $ (1,723)
NET INCOME........................................... -- -- -- 1,251
DIVIDENDS............................................ -- -- -- (932)
--- --- ---------- --------
BALANCE, December 31, 1994........................... 425 43 5,152 (1,404)
NET INCOME........................................... -- -- -- 427
DIVIDENDS............................................ -- -- -- (775)
--- --- ---------- --------
BALANCE, November 30, 1995........................... 425 $43 $5,152 $ (1,752)
========= ======= ======= =======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-26
<PAGE> 84

KERR CONSOLIDATED, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1994
AND THE ELEVEN-MONTH PERIOD ENDED NOVEMBER 30, 1995
(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED ELEVEN MONTHS ENDED
DECEMBER 31, NOVEMBER 30,
1994 1995
------------ -------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.................................................. $ 1,251 $ 427
Adjustments to reconcile net income to net cash provided by
(used in) operating activities --
Depreciation and amortization.......................... 331 295
Bad debt expense....................................... 23 --
Gain on sale of property............................... (179) (10)
Change in receivables.................................. 701 (662)
Change in inventories.................................. (844) (4,540)
Change in prepaid expenses and other................... 13 60
Change in other assets................................. 72 (5)
Change in accounts payable............................. 439 169
Change in accrued liabilities.......................... (169) (27)
------- -------
Net cash provided by (used in) operating
activities........................................ 1,638 (4,293)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of property and equipment............ 246 --
Purchase of property and equipment.......................... (809) (960)
------- -------
Net cash used in investing activities.................... (563) (960)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable................................. 1,275 1,531
Principal payments on notes payable......................... (1,032) (411)
Draws (payments) on floor plan financing, net............... (570) 4,382
Payments on line of credit, net............................. (117) --
Dividends paid.............................................. (932) (775)
------- -------
Net cash provided by (used in) financing activities...... (1,376) 4,727
------- -------
NET DECREASE IN CASH AND CASH EQUIVALENTS..................... (301) (526)
CASH, beginning of period..................................... 833 532
------- -------
CASH, end of period........................................... $ 532 $ 6
======= =======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-27
<PAGE> 85

KERR CONSOLIDATED, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1994, AND NOVEMBER 30, 1995

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Operations

Kerr Consolidated, Inc. (Kerr), primarily operates two truck dealerships
and a truck leasing operation in the retail trucking industry. The truck
dealerships are located in Oklahoma City, Oklahoma, and Tulsa, Oklahoma, and
offer sales and service of medium- and heavy-duty trucks and related parts and
accessories. The leasing operation maintains a fleet of medium- and heavy-duty
trucks which are offered for rent or lease to the public. The truck leasing
operations are located in Oklahoma City, Oklahoma. Truck leasing operations'
customers are primarily other businesses.

In December 1995, substantially all the assets, leasing operations and
certain liabilities of Kerr were sold to Rush Enterprises, Inc. (Rush). (See
Note 9.)

Principles of Consolidation

The consolidated financial statements include the accounts of Kerr and its
wholly owned subsidiaries. All significant intercompany transactions and amounts
have been eliminated in consolidation.

Basis of Presentation

As described in Note 9, Kerr sold a significant portion of its assets and
leasing operations to Rush. The amounts in the accompanying financial statements
reflect the historical account balances of Kerr prior to the consummation of the
sales transaction and do not reflect the purchase transaction or any associated
gain or loss.

Major Suppliers

Kerr purchases substantially all of its new vehicles and parts from PACCAR
and Volvo at the prevailing prices charged to all franchised dealers.

Depreciation

Depreciation is determined primarily on the straight-line method over
estimated useful lives of 10 to 20 years for buildings and improvements and 2 to
10 years for machinery, equipment and other.

Income Taxes

Effective July 1, 1986, the stockholders of Kerr elected to be taxed under
provisions of the Internal Revenue Code related to S corporations. Under those
provisions, Kerr does not pay corporate income taxes. The income or loss of Kerr
for tax purposes is included in the individual income tax returns of Kerr's
stockholders. Consequently, no provision for income taxes has been reflected in
the financial statements.

Supplemental Cash Flow Information

Cash paid for interest was approximately $466,000 and $716,000 for the year
ended December 31, 1994, and the eleven-month period ended November 30, 1995,
respectively.

Estimates in Financial Statements

F-28
<PAGE> 86

KERR CONSOLIDATED, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results may differ
from those estimates.

3. LEASES:

During the year ended December 31, 1994, and the eleven-month period ended
November 30, 1995, Kerr leased certain trucks from others for subleasing. The
leases and subleases are accounted for as operating leases. These trucks are
individually leased for up to seven years. The lease payments by Kerr are based
upon a monthly fixed fee plus 1.5 percent of certain sublease revenues.

Minimum rental commitments for noncancelable vehicle leases in effect at
November 30, 1995, are as follows (in thousands):

<TABLE>
<S> <C>
1996......................................... $ 888
1997......................................... 601
1998......................................... 504
1999......................................... 286
2000......................................... 138
Thereafter................................... 47
------
Total................................... $2,464
======
</TABLE>

Rent expense under all operating lease agreements, including month-to-month
leases, was approximately $1,178,000 and $979,000 for the year ended December
31, 1994, and the eleven-month period ended November 30, 1995, respectively.
Contingent rental payments were not material for the year ended December 31,
1994, and the eleven-month period ended November 30, 1995.

The Company subleases the trucks for periods of up to seven years. The
lease revenue is based on a fixed fee plus a mileage fee. Future minimum lease
payments to be received on various rental properties and trucks sublet at
November 30, 1995, are as follows (in thousands):

<TABLE>
<S> <C>
1996......................................... $ 888
1997......................................... 601
1998......................................... 504
1999......................................... 286
2000......................................... 137
Thereafter................................... 87
------
$2,503
======
</TABLE>

4. EMPLOYEE BENEFIT PLAN:

Kerr sponsors a 401(k) savings plan covering substantially all full-time
employees. Kerr's contribution to the plan is discretionary but shall not exceed
the lesser of 6 percent of each participant's compensation or 50 percent of each
participant's contribution. Benefit expense related to the savings plan amounted
to $62,000 and $71,000 for the year ended December 31, 1994, and for the
eleven-month period ended November 30, 1995, respectively.

5. COMMITMENTS AND CONTINGENCIES:

Kerr's customers include various individuals and entities in the trucking
industry as well as trucking divisions of entities engaged in other types of
business. Credit is generally extended to customers directly by Kerr for sales
other than trucks based on an evaluation of the customer's financial position
and other factors.

F-29
<PAGE> 87

KERR CONSOLIDATED, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Credit losses are provided for within the financial statements based on
estimates, based on experience and on periodic assessments of accounts
receivable and outstanding finance contracts, particularly those accounts and
contracts past due.

Kerr assists customers in obtaining financing contracts for sales of
trucks. Kerr and its stockholders are contingently liable under repurchase and
guaranty agreements in connection with these contracts. The contingent liability
of approximately $3,500,000 at December 31, 1994, relating to these sales would
be reduced by the resale value of trucks repurchased. Kerr has annual loss caps
on outstanding finance contracts which limit the maximum loss liability in any
calendar year to approximately $375,000. Current earnings are charged and
accrued liabilities are credited with an estimated provision for repossession
losses based on experience and on any unusual circumstances which may affect the
ability of customers to meet their obligations with respect to purchases of
trucks. Management believes that the provision for repossession losses
adequately provides for any losses that may result from the repurchase and
guaranty agreements.

Various suits and other claims arising in the ordinary course of business
are pending against Kerr. While the ultimate effect of these matters cannot be
ascertained at this time, in the opinion of management of Kerr after
consultation with counsel, the liabilities which may arise from these matters
would not result in losses which would materially affect Kerr's results of
operations.

6. SALES TO MAJOR CUSTOMERS:

Sales to one customer accounted for approximately 14 percent and 7 percent
of Kerr's total revenues for the year ended December 31, 1994, and the
eleven-month period ended November 30, 1995, respectively.

7. TRANSACTIONS WITH PRINCIPAL STOCKHOLDER:

Kerr earned approximately $47,000 and $58,000 for the year ended December
31, 1994, and the eleven-month period ended November 30, 1995, in commissions as
an agent for an insurance agency owned by the principal stockholder of Kerr.
Kerr paid approximately $120,000 and $110,000 for the year ended December 31,
1994, and the eleven-month period ended November 30, 1995, respectively, in
management fees to an affiliated entity owned by the principal stockholder.

Kerr has paid annual dividends since its election to be taxed as an S
corporation. Total distributions to stockholders of approximately $932,000 and
$775,000 were paid for the year ended December 31, 1994, and the eleven-month
period ended November 30, 1995, respectively.

8. PHANTOM STOCK PLAN:

In 1992, the board of directors of Kerr approved a Phantom Stock Plan (the
Plan) effective as of January 1, 1990. Under the terms of the Plan, phantom
equity accounts representing hypothetical investments in Kerr's stockholders'
equity at the date of grant may be awarded to certain key employees. Each
phantom equity account is 100 percent vested and represents an amount equal to 5
percent of stockholders' equity, as defined, at the date of grant. The phantom
equity accounts are adjusted for the effect of changes in Kerr's stockholders'
equity that occur after the date of the initial award. A participant may elect
prior to the beginning of the year to receive a cash bonus equal to his annual
"distributable amount" for the next year as defined in the Plan, with a
corresponding reduction in his phantom equity account. Distributable amounts not
withdrawn are increased 10 percent annually for five years. Upon voluntary
termination of employment, the participant is entitled to receive from Kerr the
value of his account at the date of termination over a period not to exceed five
years. A participant forfeits all rights to any payments under the Plan if
terminated for cause or in certain other specified circumstances. The phantom
equity accounts do not entitle the participant to voting rights or to receive
dividends. The Plan is unfunded and no assets of Kerr have been segregated for
payment of benefits under the Plan.

F-30
<PAGE> 88

KERR CONSOLIDATED, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The initial award of phantom equity accounts was granted to two key
employees in 1992. Each phantom equity account awarded was equal to 5 percent of
stockholders' equity, as defined, as of January 1, 1990. Kerr's annual provision
for accrued benefits related to the Plan was approximately $40,000 and $49,000
for the year ended December 31, 1994, and the eleven-month period ended November
30, 1995, respectively.

9. SALE OF ASSETS:

On December 1, 1995, Kerr entered into an agreement whereby Rush purchased
significantly all the assets (except real estate) and assumed the employees'
accrued vacation liabilities and deposits of Kerr. The purchase price paid by
Rush for the assets was approximately $10,155,000.

On March 1, 1996, Rush purchased certain land and buildings of Kerr for
approximately $1,700,000.

F-31
<PAGE> 89

RUSH ENTERPRISES, INC., AND AFFILIATE
INTRODUCTION TO
PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(UNAUDITED)

The following unaudited pro forma combined statement of operations for the
year ended December 31, 1995, gives effect to the following:

- The acquisition of Kerr Consolidated, Inc., which was effective as of
December 1, 1995, is assumed to have occurred as of January 1, 1995.

- The acquisition of the 10 percent minority interest in South Coast
Peterbilt, which was effective September 1, 1995, is assumed to have
occurred as of January 1, 1995.

- The disposition of Rush Pontiac-GMC which was effective during March
1995, is assumed to have occurred as of December 31, 1994.

- The reorganization of the Company as if such reorganization had occurred
January 1, 1995, including certain S corporation distributions and the
change in tax status from an S corporation to a taxable C corporation.

- The extinguishment of $9,700,000 of debt outstanding at December 31,
1995, which is planned to be repaid from the proceeds of the Company's
contemplated initial public offering.

The unaudited pro forma consolidated statement of operations for the year
ended December 31, 1995, reflects the audited historical income statement of the
Company for the year ended December 31, 1995, and the audited historical income
statement of Kerr Consolidated, Inc., for the eleven-month period ended November
30, 1995.

The pro forma financial information does not reflect the effects of any of
the anticipated changes to be made by the Company in the Kerr Consolidated,
Inc., operations from the historical Kerr Consolidated, Inc., operations.

The pro forma statements are provided for informational purposes only and
should not be construed to be indicative of the Company's results of operations
had the transactions actually been consummated on the dates assumed and do not
project the Company's results of operations for any future period. The
significant assumptions and adjustments are disclosed in the accompanying notes
to the unaudited pro forma combined statement of operations.

The following unaudited pro forma consolidated statement of operations and
accompanying notes should be read in conjunction with the audited financial
statements and other financial information pertaining to the Company and Kerr
Consolidated, Inc., included elsewhere in this Prospectus.

F-32
<PAGE> 90

RUSH ENTERPRISES, INC. AND AFFILIATE

PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
KERR
CONSOLIDATED YEAR ENDED DECEMBER 31, 1995
RUSH ENTERPRISES INC., ELEVEN ---------------------------------------------------------
INC., YEAR ENDED MONTHS ENDED SUPPLEMENTAL
DECEMBER 31, NOVEMBER 30, PRO FORMA SUBTOTAL PRO FORMA TOTAL
1995 1995 ADJUSTMENTS(1) PRO FORMA ADJUSTMENTS(2) PRO FORMA
----------------- ------------ -------------- --------- -------------- ---------
<S> <C> <C> <C> <C> <C> <C>
SALES............................. $ 268,478 $ 64,801 $333,279 $333,279
COSTS OF PRODUCTS SOLD............ 225,252 57,281 282,533 282,533
-------- ------- -------- --------
GROSS PROFIT...................... 43,226 7,520 50,746 50,746
SELLING, GENERAL AND
ADMINISTRATIVE.................. 31,927 6,082 $ (220)(C) 37,789 37,789
DEPRECIATION AND AMORTIZATION..... 1,924 295 93 (B) 2,312 2,312
-------- ------- ------- -------- --------
OPERATING INCOME (LOSS)........... 9,375 1,143 127 10,645 10,645
INTEREST EXPENSE.................. 2,770 716 260 (D) 3,746 $ (435)(H) 3,311
MINORITY INTEREST................. 162 -- (162)(A) -- -- --
-------- ------- ------- -------- ----- --------
INCOME FROM CONTINUING
OPERATIONS...................... 6,443 427 29 6,899 435 7,334
-------- ------- ------- -------- ----- --------
DISCONTINUED OPERATIONS:
Operating loss.................. (224) -- 224 (E) -- --
Gain on disposal................ 1,785 -- (1,785)(E) -- --
-------- ------- ------- -------- ----- --------
GAIN FROM DISCONTINUED
OPERATIONS...................... 1,561 -- (1,561) --
-------- ------- ------- -------- ----- --------
PROVISION FOR INCOME TAXES........ -- -- (2,622)(F) (2,622) (165)(I) (2,787)
-------- ------- ------- -------- ----- --------
NET INCOME........................ $ 8,004 $ 427 $ (4,154) $ 4,277 $ 270 $ 4,547
======== ======= ======= ======== ===== ========
$1.00 $.96
EARNINGS PER COMMON SHARE......... ======== ========
WEIGHTED AVERAGE NUMBER OF COMMON
AND COMMON EQUIVALENT SHARES
OUTSTANDING..................... 4,297,400(G) 4,726,200(J)
</TABLE>

See accompanying notes to pro forma unaudited combined financial statements.

F-33
<PAGE> 91

RUSH ENTERPRISES, INC. AND AFFILIATE
NOTES TO PRO FORMA COMBINED
STATEMENT OF OPERATIONS
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

1. Pro forma adjustments related to acquisition of Kerr Consolidated, Inc.
(Kerr), the acquisition of the 10 percent minority interest in South Coast
Peterbilt and the disposition of Rush Pontiac-GMC.

A. Eliminate minority interest in the operations of South Coast
Peterbilt for the period from January 1, 1995, to August 31, 1995, the date
of acquisition of such minority interest by Rush Enterprises, Inc.

B. Increase in amortization expense related to the acquisition of Kerr
to amortize the excess of the purchase price over the fair value of the
identifiable net assets over a period of 30 years.

C. Reduce general and administrative expenses of Kerr to eliminate
management fees and salary paid to the former sole shareholders, net of the
annual amounts to be paid to such shareholders in the future in connection
with a five-year consulting agreement.

D. Record the interest effect of the borrowings associated with the
acquisition of Kerr and the minority interest in South Coast Peterbilt, net
of the interest effect of the disposition of Rush Pontiac-GMC.

E. Eliminate the operating loss and gain on disposal related to the
discontinued operations of Rush Pontiac-GMC, which was sold effective March
1995.

F. Provide for federal and state income tax expense at an effective
tax rate of 38 percent as if both Rush Enterprises, Inc. (Rush), and Kerr
had been taxed as a C corporation for the year ended December 31, 1995, net
of effect of adjustments A., B., C., D. and E.

G. Weighted average common shares and common equivalent shares
outstanding are based upon the historical post-split shares outstanding of
Rush plus 574,400 common shares which would be necessary to repay the
line-of-credit borrowings made to fund the $6,000,000 distribution of
undistributed earnings from the proceeds of a successful completion of the
initial public offering of the Company's common stock.

2. Supplemental pro forma adjustments related to the reorganization of
Rush, the $6,000,000 distribution of accumulated S corporation earnings of the
Company to be made subsequent to December 31, 1995, and supplemental pro forma
adjustments related to the planned extinguishment of $10,700,000 of debt
(consisting of $6,000,000 in line-of-credit borrowings and $4,700,000 in
long-term debt) from the proceeds of the contemplated initial public offering.

H. Record the reduction in interest expense due to use of offering
proceeds to repay $4,700,000 of outstanding long-term debt as described
above.

I. To record federal and state income tax for the net effect of the
aforementioned supplemental pro forma adjustment A. at an effective tax
rate of 38 percent.

J. Weighted average number of common and common equivalent shares
outstanding is based upon the historical post-split shares of Rush plus
976,200 common shares which would be necessary to repay the line-of-credit
borrowings made to fund the $6,000,000 distribution of accumulated S
corporation earnings and repay $4,700,000 of outstanding indebtedness as
described above.

F-34
<PAGE> 92

Inside Back Cover

Picture of Peterbilt truck mounted on a sign
Rush Truck Center Sign

Picture of Peterbilt truck
Peterbilt Model 377

Picture of Peterbilt truck
Peterbilt Model 320

<PAGE> 93

================================================================================

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFERING OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY
IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN
SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE SUCH
DATE.

------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 8
The Reorganization.................... 12
S Corporation Distributions........... 12
Use of Proceeds....................... 13
Dividend Policy....................... 13
Dilution.............................. 14
Capitalization........................ 15
Selected Combined and Pro Forma
Financial and Operating Data........ 16
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 19
Business.............................. 27
Management............................ 42
Principal Shareholders................ 47
Certain Transactions.................. 48
Description of Capital Stock.......... 49
Shares Eligible for Future Sale....... 52
Underwriting.......................... 53
Legal Matters......................... 54
Experts............................... 55
Additional Information................ 55
Index to Combined Financial
Statements.......................... F-1
</TABLE>

------------------------

Until July 1, 1996 (25 days after the date of this Prospectus), all dealers
effecting transactions in the registered securities, whether or not
participating in this distribution, may be required to deliver a Prospectus.
This is in addition to the obligation of dealers to deliver a Prospectus when
acting as Underwriters and with respect to their unsold allotments or
subscriptions.

================================================================================
================================================================================

2,500,000 SHARES
RUSH ENTERPRISES, INC.
COMMON STOCK
--------------------

PROSPECTUS
--------------------
LADENBURG, THALMANN & CO. INC.
PRINCIPAL FINANCIAL SECURITIES, INC.

JUNE 6, 1996

================================================================================