<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14a INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 7)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
USA TRUCK, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
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<PAGE> 2
LOGO
USA TRUCK, INC.
3108 INDUSTRIAL PARK ROAD
VAN BUREN, ARKANSAS 72956
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 5, 1999
To the Stockholders of USA Truck, Inc.:
Notice is hereby given that the Annual Meeting of Stockholders of USA Truck,
Inc. (the "Company") will be held at the corporate offices of the Company at
3200 Industrial Park Road, Van Buren, Arkansas 72956, on Wednesday, May 5, 1999
at 10:00 a.m., local time, for the following purposes:
1. To elect one (1) Class I director for a term expiring at the 2002 Annual
Meeting of Stockholders.
2. To consider and act upon such other business as may properly come before the
Annual Meeting or any adjournments thereof.
Only holders of record of the Company's Common Stock at the close of
business on March 9, 1999 are entitled to notice of and to vote at the Annual
Meeting and any adjournments thereof.
The Company's Proxy Statement is submitted herewith. The Annual Report for
the year ended December 31, 1998 is being mailed to stockholders simultaneously
with the mailing of this Notice and Proxy Statement.
By Order of the Board of Directors
JERRY D. ORLER
Secretary
Van Buren, Arkansas
April 5, 1999
YOUR VOTE IS IMPORTANT.
YOU ARE URGED, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON,
TO DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING
ENVELOPE SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND IN
ORDER THAT THE PRESENCE OF A QUORUM MAY BE ASSURED. THE GIVING OF SUCH PROXY
DOES NOT AFFECT YOUR RIGHT TO REVOKE IT LATER OR VOTE YOUR SHARES IN PERSON IF
YOU ATTEND THE MEETING.
<PAGE> 3
USA TRUCK, INC.
3108 INDUSTRIAL PARK ROAD
VAN BUREN, ARKANSAS 72956
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 5, 1999
This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Directors of USA Truck, Inc., a
Delaware corporation (the "Company"), for use at the Annual Meeting of
Stockholders of the Company to be held at the time and place and for the
purposes set forth in the foregoing notice. The mailing address of the Company
is 3108 Industrial Park Road, Van Buren, Arkansas 72956, and its telephone
number is (501) 471-2500.
The cost of soliciting proxies will be borne by the Company. In addition to
solicitation by mail, certain officers and employees of the Company, who will
receive no special compensation therefor, may solicit proxies in person or by
telephone or telegraph. The Company will reimburse banks, brokerage firms and
other custodians, nominees and fiduciaries for reasonable expenses incurred by
them in sending proxy material to the beneficial owners of the Common Stock of
the Company.
The approximate date on which this Proxy Statement and the accompanying
proxy are first being mailed to stockholders is April 5, 1999.
REVOCABILITY OF PROXY
Any stockholder executing a proxy retains the right to revoke it at any
time prior to exercise at the Annual Meeting. A proxy may be revoked by delivery
of written notice of revocation to Jerry D. Orler, Secretary of the Company, by
execution and delivery to the Company of a later proxy or by voting the shares
in person at the Annual Meeting. If not revoked, all shares represented at the
Annual Meeting by properly executed proxies will be voted as directed therein.
If no direction is given, such shares will be voted for election of the nominee
for director set forth herein.
<PAGE> 4
OUTSTANDING STOCK AND VOTING RIGHTS
The Board of Directors has fixed the close of business on March 9, 1999 as
the record date for determining the stockholders having the right to notice of
and to vote at the Annual Meeting. As of the record date, 9,440,097 shares of
Common Stock were outstanding. Each stockholder will be entitled to one vote for
each share of Common Stock owned of record on the record date. The stock
transfer books of the Company will not be closed. Stockholders are not entitled
to cumulative voting with respect to the election of directors. The holders of a
majority of the outstanding shares of Common Stock, present in person or
represented by proxy, are necessary to constitute a quorum.
As of March 9, 1999, the only stockholders known to the Company to own,
directly or indirectly, more than 5% of the outstanding shares of Common Stock,
the Company's only class of voting securities, were as follows:
<TABLE>
<CAPTION>
Number of Shares
of Common Stock Percent
Name Beneficially Owned of Class
---- ------------------ --------
<S> <C> <C> <C>
Robert M. Powell 2,334,300 (1) 24.7%
James B. Speed 2,091,743 (2) 22.2%
Robert Fleming Inc. 764,025 (3) 8.1%
Wellington Management Company, LLP 690,800 (4) 7.4%
</TABLE>
(1) The amount shown includes 5,000 shares of Common Stock held by Mr.
Powell's wife (of which Mr. Powell disclaims beneficial ownership).
(2) The amount shown includes 60,859 shares of Common Stock held by Mr.
Speed's wife (of which Mr. Speed disclaims beneficial ownership).
(3) This information is based solely on a report on Schedule 13G filed with
the Securities and Exchange Commission on February 10, 1999, which
indicates that Robert Fleming Inc., an investment adviser, has shared
voting power and shared dispositive power with respect to all 764,025
shares indicated as being beneficially owned by it.
(4) This information is based solely on a report on Schedule 13G filed with
the Securities and Exchange Commission on February 9, 1999, which
indicates that Wellington Management Company, LLP, an investment adviser,
has shared voting power with respect to 360,300 of the shares, and shared
dispositive power with respect to all 690,800 shares indicated as being
beneficially owned by it.
The address of Mr. Powell and Mr. Speed is 3108 Industrial Park Road, Van
Buren, Arkansas 72956. The address of Robert Fleming Inc. is 320 Park Avenue,
11th and 12th Floors, New York, New York 10022. The address of Wellington
Management Company, LLP is 75 State Street, Boston, Massachusetts 02109.
2
<PAGE> 5
REQUIRED AFFIRMATIVE VOTE AND VOTING PROCEDURES
The Company's bylaws provide that the nominees who receive a plurality of
the votes cast by stockholders present or represented by proxy at an Annual
Meeting, and entitled to vote on the election of directors, will be elected as
directors of the Company. Thus, any abstentions or broker non-votes will have no
effect on the election of directors.
As indicated in the table under the heading "Election of Directors," the
directors and executive officers of the Company beneficially owned more than 50%
of the outstanding shares of the Company's Common Stock as of the record date
and therefore collectively have the ability to control the outcome of the vote
on the election of a director at the Annual Meeting.
ELECTION OF DIRECTORS
The Restated and Amended Certificate of Incorporation of the Company
provides that there shall be eight directors, subject to change in accordance
with the bylaws, classified into three classes, and that members of the three
classes shall be elected to staggered terms of three years each. In accordance
with the bylaws, the number of directors constituting the entire Board has been
decreased to seven. The Board of Directors presently consists of six persons.
Since the resignation of a former director effective June 12, 1996, there has
been a vacancy in Class I of the Board of Directors. Such vacancy will remain
indefinitely, until the Company has found an individual who has the experience
and qualifications necessary to serve as an effective member of the Company's
Board of Directors.
The current term of office of the only Class I director will expire at the
1999 Annual Meeting and this director has been nominated for re-election at the
meeting for a term expiring at the 2002 Annual Meeting:
CLASS I
TERM EXPIRING 2002
------------------
Jim L. Hanna
Proxies may not be voted at the 1999 Annual Meeting of Stockholders for
more than one nominee for election as a director. The nominee has consented to
serve if elected and, if elected, will serve until the 2002 Annual Meeting of
Stockholders and until his successor is duly elected and qualified.
Class II and Class III directors are currently serving terms expiring in
2000 and 2001, respectively. The Class II directors are Roland S. Boreham, Jr.,
George R. Jacobs and Jerry D. Orler and the Class III directors are Robert M.
Powell and James B. Speed.
All duly submitted and unrevoked proxies will be voted FOR the nominee
listed above, unless otherwise instructed. It is expected that the nominee will
be available for election, but if for any unforeseen reason any such nominee
should decline or be unavailable for election, the persons designated as proxies
will have full discretionary authority to vote for another person designated by
the Board of Directors.
The following table sets forth certain information with respect to the
nominee, each executive officer named in the Summary Compensation Table, each
current director of the Company and all directors and executive officers as a
group, including the name, age and term of office as a director for each
individual and the beneficial ownership of Common Stock of the Company as of
March 9, 1999 for each individual and the group. Each person named in the table,
unless otherwise indicated, has sole voting and investment power with respect to
the shares indicated as being beneficially owned by him.
3
<PAGE> 6
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED
---------------------------
DIRECTOR NO. OF PERCENT
NAME AGE SINCE SHARES* OF CLASS
---- --- ----- ------- --------
<S> <C> <C> <C> <C>
Robert M. Powell 64 1985 2,334,300 (1) 24.7%
James B. Speed 65 1988 2,091,743 (2) 22.2%
Jerry D. Orler 56 1988 388,285 (3) 4.1%
George R. Jacobs 56 1986 307,722 (4) 3.2%
Roland S. Boreham, Jr. 74 1992 15,000 (5)
Jim L. Hanna ** 65 1992 19,000 (5)
Patrick N. Majors 37 -- 10,249 (5)
All directors and
executive officers
as a group (9 persons) 5,190,434 (6) 54.5%
</TABLE>
* All fractional shares (which were acquired through participation in the
Company's Employee Stock Purchase Plan) have been rounded down to the
nearest whole share.
** Current nominee for re-election as a director.
(1) The amount shown includes 5,000 shares of Common Stock held by Mr. Powell's
wife (of which Mr. Powell disclaims beneficial ownership).
(2) The amount shown includes 60,859 shares of Common Stock held by Mr. Speed's
wife (of which Mr. Speed disclaims beneficial ownership).
(3) The amount shown includes (a) 171,000 shares of Common Stock held by Mr.
Orler's wife (of which Mr. Orler disclaims beneficial ownership) and (b)
32,000 shares of Common Stock Mr. Orler has the right to acquire pursuant
to presently exercisable options.
(4) The amount shown includes (a) 100,000 shares of Common Stock held by Mr.
Jacobs' wife (of which Mr. Jacobs disclaims beneficial ownership), (b)
5,000 shares of Common Stock held by Mr. Jacobs as custodian for his minor
daughter (of which Mr. Jacobs disclaims beneficial ownership), and (c)
32,000 shares of Common Stock Mr. Jacobs has the right to acquire pursuant
to presently exercisable options.
(5) The amount represents less than 1% of the outstanding shares of Common
Stock.
(6) Includes 87,000 shares of common stock the directors and executive officers
have the right to acquire pursuant to presently exercisable options.
4
<PAGE> 7
Robert M. Powell has served as President and Chief Executive Officer
("CEO") of the Company since December 1988 and as a director since 1985. He was
employed by ABF Freight System, Inc. ("ABF Freight"), a national trucking
company, or Arkansas Best Corporation, the parent company of ABF Freight, for 28
years, most recently as Senior Vice President of Arkansas Best Corporation from
1979 to December 1988. He served as Executive Vice President of ABF Freight from
1973 to 1985 and as Vice President, Operations of ABF Freight from 1970 to 1973.
James B. Speed has served as a director and Chairman of the Board since
December 1988. He was employed by ABF Freight for more than 20 years, most
recently as President and a director from 1967 through 1979. He also served as a
director and Vice President of Arkansas Best Corporation from 1966 to 1979.
Jerry D. Orler has served as a director of the Company since December 1988,
as Vice President, Finance and Chief Financial Officer ("CFO") since January
1989 and as Secretary of the Company since February 1992. He also served as
Treasurer of the Company from 1989 to November 1993. Prior to 1989, he was
employed by Arkansas Best Corporation and its subsidiaries for 24 years, most
recently by Riverside Furniture Corporation, a furniture manufacturer, as Senior
Vice President of National Account Sales from 1987 through 1988. Mr. Orler is a
Certified Public Accountant.
George R. Jacobs has served as a director of the Company since December
1986 and served as Vice President, Maintenance and Administration of the Company
from January 1989 until June 1996, at which time he was elected Vice President,
Operations. He served as President of the Company from 1986 through December
1988. He was employed by ABF Freight for 19 years, most recently as Vice
President of SCAT Division, a truckload operation, from 1982 to 1986. Mr. Jacobs
is a director of City National Bank of Fort Smith, Arkansas.
Roland S. Boreham, Jr. has served as a director of the Company since
February 1992. He has been Chairman of the Board of Baldor Electric Company, a
manufacturer of electrical motors, since 1981. He also served as Chief Executive
Officer of that company from 1978 to November 1992. He served as President of
Baldor Electric Company from 1975 to 1978 and has been employed by that company
in various capacities since 1961.
Jim L. Hanna has served as a director of the Company since February 1992.
He is the owner of Hanna Oil and Gas Company, an exploration and production
company with operations in Arkansas, Oklahoma, Texas and Alberta, Canada. He
founded that company in 1965 and has served as its President since that time.
There is no family relationship between any director or executive officer
and any other director or executive officer of the Company.
In 1998, the Board held five meetings. The Board has a standing
Compensation Committee, Audit Committee, Nonemployee Director Stock Option
Committee and Stock Option Committee. All members of the Board of Directors
attended at least 75% of the meetings of the Board of Directors and committees
on which they served.
The primary purposes of the Compensation Committee are to recommend to the
Board matters pertaining to compensation of the Company's executive officers and
contributions to the Company's 401(k) Investment Plan. The Compensation
Committee met once in fiscal 1998 and is currently composed of James B. Speed as
Chairman, Roland S. Boreham Jr. and Jim L. Hanna. See "Executive
Compensation--Report of Compensation Committee on Annual Compensation."
The Audit Committee meets with representatives of the Company's independent
auditors to review the auditors' findings during the conduct of the annual audit
and to discuss recommendations with respect to the Company's internal control
policies and procedures. The Audit Committee also reviews financial and
operating results of the Company. The Audit Committee, composed of Jim L. Hanna
(Chairman), Roland S. Boreham, Jr., and James B. Speed, met three times during
1998.
5
<PAGE> 8
The Nonemployee Director Stock Option Committee, which met once during
1998, is composed of James B. Speed (Chairman) and Robert M. Powell.
The Stock Option Committee, which met once during 1998, is composed of
Roland S. Boreham, Jr. (Chairman) and Jim L. Hanna.
EXECUTIVE OFFICERS
The executive officers of the Company are Robert M. Powell, James B. Speed,
Jerry D. Orler, George R. Jacobs, Patrick N. Majors, Dwain R. Key and Gary I.
Davis. Biographical information for each of the executive officers other than
Mr. Majors, Mr. Key and Mr. Davis is set forth under the heading "Election of
Directors" above.
Patrick N. Majors has served as Vice President, Sales since April 1995. He
joined the Company in September 1991 as an Account Executive in the marketing
department. From May 1990 through September 1991 he was employed by PST Vans,
Inc., a trucking company, as Regional Sales Director. Mr. Majors has been
involved in the transportation industry for 12 years.
Dwain R. Key has served as Vice President, Corporate Development since
January 1, 1998. He has been employed with USA Truck since June 1987. Mr. Key
served as Director, Information Services and Economic Analysis from December
1993 until January 1, 1998. From June 1990 until December 1993, he served as
Manager, Data Processing.
Gary I. Davis has served as Vice President, Maintenance since January 1,
1998. He joined the Company in September 1983. Mr. Davis served as Director,
Maintenance from March 1992 until January 1, 1998. He has over 27 years
experience in the transportation industry.
All executive officers of the Company are elected annually by the Board of
Directors to serve until the next Annual Meeting of the Board and until their
respective successors are chosen and qualified.
EXECUTIVE COMPENSATION
REPORT OF COMPENSATION COMMITTEE ON ANNUAL COMPENSATION
The following paragraphs constitute the report of the Compensation
Committee of the Board of Directors (the "Committee") on executive compensation
policies for fiscal year 1998. In accordance with Securities and Exchange
Commission rules, this report shall not be deemed to be incorporated by
reference into any statements or reports filed by the Company with the
Commission that do not specifically incorporate this report by reference,
notwithstanding the incorporation of this Proxy Statement into any such reports.
The Committee administers the compensation program for executive officers
and other management level employees of the Company and makes all related
decisions, except that decisions as to the grant of options are made by the
Stock Option Committee.
The principal elements of the compensation program for executive officers
are base salary, performance-based annual bonuses and options granted under the
Company's Employee Stock Option Plan (the "Option Plan"). The goals of the
program are to give the executive officers incentives to work toward the
improved financial performance of the Company and to reward them for their
contributions to the Company's success. The program is also designed to retain
the Company's key executives, each of whom plays an important role in enabling
the Company to maintain its commitment to premium service to its customers and
its high standards of efficiency, productivity and safety. For a summary of 1998
compensation, see the Summary Compensation Table under the heading "Executive
Compensation Tables" below.
6
<PAGE> 9
Annual salaries for the Company's executive officers, including the CEO,
are reviewed in October of each year based on a number of factors, both
objective and subjective. Objective factors considered include increases in the
cost of living, the Company's current performance and, to a lesser extent, the
Company's overall historical performance, although no specific formulas based on
such factors are used to determine salaries. Salary decisions are based
primarily on the Committee's subjective analysis of the factors contributing to
the Company's long-term success and of the executives' individual contributions
to such success.
Cash bonuses based on the Company's performance are awarded to the
executive officers under an incentive compensation plan. Under this plan, a
specified percentage of the Company's pre-tax profit for the year is distributed
annually to the executive officers in proportion to their base salaries. Thus,
whether the executive officers' total pay is comparable to the compensation of
executives with similar responsibilities at comparable companies may vary from
year to year depending upon the Company's performance. For 1998, pre-tax profit
increased by approximately 32% from 1997 and the performance-based bonuses
represented approximately 68% of total salary and bonus earned by the executive
officers, up from 63% in 1997.
During 1998, incentive stock options to purchase 15,000 shares of the
Company's Common Stock were granted under the Option Plan to each of two
executive officers. These options will vest in three increments beginning in
1999, and each increment will be exercisable for a period of one year. These
options, and all previous options granted under the Option Plan, were granted
with exercise prices equal to the market value of the Company's Common Stock at
the time of grant and will have value to the officers only to the extent that
the market value of the Common Stock exceeds the exercise price at the time of
exercise. Thus, the Committee believes that the extended vesting schedules and
limited exercise periods of the options will encourage the optionees not only to
remain with the Company but also to seek to enhance the value of the Company's
stock through improvements in the Company's performance and to sustain such
improvements throughout the terms of the options.
Additional elements of the executive officers' compensation, which are not
performance-based, are matching contributions by the Company under the Company's
401(k) plan and life insurance premiums paid by the Company on behalf of the
executives.
The CEO's salary is determined based on the factors and analysis described
above. Specific factors considered by the Committee in establishing the CEO's
salary include his current responsibilities with the Company, certain key
performance ratios and his continuing contributions to the successful expansion
of the Company's operations and its financial growth over recent periods. In
order to predicate a larger portion of the compensation of the CEO on
performance, and because of existing economic and market conditions and the
corresponding increase in the 1998 performance based bonus, the Committee
determined not to increase salary for the CEO for 1998.
By the Members of the Compensation Committee:
James B. Speed (Chairman) Roland S. Boreham, Jr. Jim L. Hanna
7
<PAGE> 10
EXECUTIVE COMPENSATION TABLES
The following table sets forth certain information with respect to annual
and long-term compensation paid or awarded to the Company's CEO and the four
other most highly compensated executive officers for or with respect to the
three fiscal years ended December 31, 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
AWARDS
------
SECURITIES ALL OTHER
SALARY BONUS UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) (1) OPTIONS (#) ($) (2)
- --------------------------- ---- --- ------- ----------- -------
<S> <C> <C> <C> <C> <C>
Robert M. Powell, President and 1998 164,352 359,251 -0- 7,541
CEO 1997 164,352 284,319 -0- 5,286
1996 164,352 121,824 -0- 7,163
James B. Speed, Chairman of the 1998 82,176 179,681 -0- 8,681
Board 1997 82,176 142,159 -0- 5,436
1996 123,264 91,368 -0- 8,279
Jerry D. Orler, Vice President, 1998 131,484 287,512 -0- 5,709
Finance, CFO and Secretary 1997 131,484 227,459 -0- 4,614
1996 131,484 97,461 -0- 5,439
George R. Jacobs, Vice President, 1998 131,484 287,512 -0- 5,709
Operations 1997 131,484 227,459 -0- 4,614
1996 131,484 97,461 -0- 5,439
Patrick N. Majors, Vice President, 1998 86,100 172,200 -0- 5,031
Sales 1997 81,900 141,682 -0- 4,020
1996 77,400 57,372 27,000 3,179
</TABLE>
- -----------
(1) Represents cash bonuses earned by the executive officers pursuant to the
Company's Incentive Compensation Plan for services rendered in the years
indicated.
(2) The amounts shown for 1998 represent matching contributions under the
Company's 401(k) Plan in the amount of $3,840 for each of the named
executive officers, and the dollar value of life insurance premiums paid
by the Company in 1998 for the benefit of Mr. Powell ($3,701), Mr. Speed
($4,841), Mr. Orler ($1,869), Mr.
Jacobs ($1,869), and Mr. Majors ($1,191).
No options were granted to any named executive officer under the Option
Plan during 1998.
8
<PAGE> 11
EMPLOYEE STOCK OPTION PLAN
AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED VALUE AT FY-END AT FY-END
ON EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
NAME (#) ($) (1) (#) ($) (2)
- --------------- ----------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Robert M. Powell -0- -0- -0- / -0- -0- / -0-
James B. Speed -0- -0- -0- / -0- -0- / -0-
Jerry D. Orler 16,000 92,000 32,000 / 64,000 172,000 / 344,000
George R. Jacobs 16,000 96,000 32,000 / 64,000 172,000 / 344,000
Patrick N. Majors -0- -0- 4,000 / 23,000 3,500 / 20,125
20,125
</TABLE>
- -----------
(1) Market value of the Common Stock on the exercise date less the exercise
price, multiplied by the number of shares acquired upon exercise.
(2) Market value of the Common Stock at December 31, 1998 less the option
exercise price, multiplied by the number of shares.
COMPARISON OF RETURN ON EQUITY
The following graph reflects the total return, which assumes reinvestment of
dividends, of a $100 investment in USA Truck Common Stock, the Dow Jones Equity
Market Index, and the Dow Jones Trucking Index on December 31, 1993. The graph
is based on an initial investment in USA Truck Common Stock at $18.25 per share,
the closing sale price of the Common Stock on such date.
COMPARISON OF ANNUAL CUMULATIVE TOTAL RETURN
Among USA Truck, Inc., Dow Jones Equity Market Index & Dow Jones Trucking Index
<TABLE>
<CAPTION>
12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
|_| USA TRUCK, INC 100 82 59 44 64 64
o DOW JONES EQUITY MARKET INDEX 100 101 139 171 229 294
|X| DOW JONES TRUCKING INDEX 100 91 79 72 112 111
-------- -------- -------- -------- -------- --------
</TABLE>
9
<PAGE> 12
COMPENSATION OF DIRECTORS
The Company pays each director who is not an employee of the Company a fee
of $1,500 per quarter and reimburses all directors for reasonable expenses they
may incur attending Board or committee meetings.
The Company's 1997 Nonqualified Stock Option Plan for Nonemployee Directors
of the Company (the "Directors' Plan") provides for the grant to directors, who
are not officers or employees of the Company or its affiliates, of
nontransferable, nonqualified options to purchase Common Stock. A maximum of
25,000 shares of Common Stock may be issued under the Directors' Plan, which
will terminate ten years after the date of its adoption unless sooner terminated
by the Board. The Directors' Plan is administered by a Committee of two or more
members of the Board, a majority of which may not be nonemployee directors. The
Committee has discretion to interpret the Directors' Plan and to determine the
directors to whom options are granted, the date of grant of each option, the
number of shares subject thereto and the nature of restrictions, if any, on such
shares. The Committee determines the periods during which each option will be
exercisable, provided that no option may vest less than six months or more than
three years after grant or be exercisable more than five years after grant (or
after certain earlier dates following termination of service). The per share
exercise price of each option, which must be paid in cash, is also set by the
Committee, but may not be less than the fair market value of a share of Common
Stock on the date of grant.
On October 21, 1998, options were granted under the Directors' Plan to Jim
L. Hanna and Roland S. Boreham, Jr., the two nonemployee directors of the
Company and the only persons eligible to participate in the plan. Each of such
options covers 2,000 shares of Common Stock at an exercise price of $9.88 per
share, which is equal to the market price of the Common Stock on the grant date.
The exercise period of each such option will commence on January 1, 2000, and
the expiration date of each option is December 31, 2001. One director currently
holds options granted during 1997. Those options are fully vested and will
expire January 29, 2000.
Directors who are employees of the Company are eligible to be granted
options under the Company's Employee Stock Option Plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The current members of the Compensation Committee of the Board of Directors
are James B. Speed (Chairman), Roland S. Boreham, Jr., and Jim L. Hanna. James
B. Speed is an executive officer of the Company.
INDEPENDENT AUDITOR
Ernst & Young LLP has been the independent auditor for the Company since
1989 and has been appointed by the Company to serve as its independent auditor
for the 1999 calendar year. A representative of Ernst & Young LLP is expected to
be present at the 1999 Annual Meeting and will have the opportunity to make a
statement and will be available to respond to appropriate questions from
stockholders.
CERTAIN TRANSACTIONS
The Company has adopted a policy of not making loans to or entering into
leases, equipment purchase agreements or other contracts with officers,
directors or affiliates of the Company unless a majority of the Board of
Directors, and a majority of the disinterested directors, determine that the
transaction is reasonable, in the best interest of the Company and on terms no
less favorable than could be obtained from an unrelated third party.
The Company is a party to a contract with Alpha Delta Aviation, Inc.
pursuant to which the Company receives aircraft charter service for the
transportation of employees in connection with Company business. Robert M.
Powell, President and CEO of the Company, is the owner of Alpha Delta Aviation,
Inc. This contract was approved by the Board of Directors, and by the directors
other than Mr. Powell, and is reviewed annually by the Board of Directors. The
Company reviews on a regular basis rates charged for similar services by third
parties in the relevant market area and believes that the terms of this contract
are no less favorable than the Company could obtain from an unrelated third
party. In 1998, the total amount paid by the Company to Alpha Delta Aviation,
Inc. under this contract was $100,775.
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<PAGE> 13
SECTION 16(a) COMPLIANCE
Based solely upon a review of the original and any amended Forms 3 and 4
furnished to the Company during its last fiscal year and the Forms 5, or written
representations that Forms 5 were not required, furnished to the Company with
regard to its last fiscal year, the Company is not aware that any person subject
to Section 16(a) of the Securities Exchange Act of 1934 with respect to the
Company failed to file on a timely basis any reports required by such section.
STOCKHOLDER PROPOSALS
The 2000 Annual Meeting of the Company is tentatively scheduled to be held
during the first week of May 2000. The bylaws of the Company provide that to be
considered for inclusion in the proxy material for an annual meeting,
stockholder proposals, including proposals nominating persons for election to
the Board of Directors of the Company, must be received at the Company's
principal executive offices no later than 120 days prior to the date of the
Company's proxy statement released to stockholders in connection with the Annual
Meeting held in the preceding year. Accordingly, proposals submitted for
inclusion in the proxy statement relating to the 2000 Annual Meeting must be
received by the Company no later than December 7, 1999. Any such proposal must
be set forth in a notice containing certain information specified in the bylaws.
The bylaws also provide that, to be eligible to submit such a proposal, a
stockholder must be the record or beneficial owner of at least 1% or $1,000 in
market value of the shares of stock entitled to be voted at the Annual Meeting
and must have held such shares for at least one year. If the date of the 2000
Annual Meeting is changed by more than 30 calendar days from the date
contemplated by this paragraph, a stockholder proposal must be received by the
Company a reasonable time before the proxy statement for such meeting is sent to
stockholders to be considered for inclusion.
OTHER MATTERS
So far as now known, there is no business other than that described above
to be presented to the stockholders for action at the 1999 Annual Meeting.
Should other business come before the 1999 Annual Meeting, votes may be cast
pursuant to proxies in respect to any such business in the best judgment of the
persons acting under the proxies.
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE URGED TO SIGN,
DATE, AND RETURN PROMPTLY THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED, WHICH
REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES.
By Order of the Board of Directors
JERRY D. ORLER
Secretary
April 5, 1999
UPON WRITTEN REQUEST OF ANY STOCKHOLDER, THE COMPANY WILL FURNISH, WITHOUT
CHARGE, A COPY OF THE COMPANY'S 1998 ANNUAL REPORT ON FORM 10-K, AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO. THE WRITTEN REQUEST SHOULD BE SENT TO JERRY D. ORLER,
SECRETARY OF THE COMPANY, AT THE COMPANY'S EXECUTIVE OFFICES, 3108 INDUSTRIAL
PARK ROAD, VAN BUREN, ARKANSAS 72956. THE WRITTEN REQUEST MUST STATE THAT AS OF
MARCH 9, 1999 THE PERSON MAKING THE REQUEST WAS A BENEFICIAL OWNER OF SHARES OF
THE COMMON STOCK OF THE COMPANY.
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<PAGE> 15
USA TRUCK, INC.
3108 INDUSTRIAL PARK ROAD, VAN BUREN, ARKANSAS 72956
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS MAY 5, 1999
The undersigned stockholder(s) of USA TRUCK, INC. hereby appoint(s) ROBERT
M. POWELL and JERRY D. ORLER, and each or either of them, the true and lawful
attorneys-in-fact and proxies for the undersigned, with power of substitution,
to attend the meeting and to vote the stock owned by or registered in the name
of the undersigned, as instructed below, at the Annual Meeting of Stockholders
to be held on May 5, 1999, at 10:00 a.m., and at any adjournments thereof, for
the transaction of the following business:
Please mark boxes [X] in blue or black ink.
Election of One (1) Class I Director for a term of office expiring at the
2002 Annual Meeting of Stockholders:
[ ] FOR the nominee listed below
[ ] WITHHOLD AUTHORITY to vote for the nominee listed below.
Jim L. Hanna
(FRONT)
<PAGE> 16
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREIN BY THE UNDERSIGNED STOCKHOLDER WITH RESPECT TO ANY MATTER TO BE VOTED
UPON. IF NO SPECIFICATION IS MADE, THE PROXIES WILL VOTE THESE SHARES FOR THE
ELECTION OF THE ABOVE NOMINEE. THE PROXIES WILL VOTE IN THEIR SOLE DISCRETION
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
Please sign, date, and return this proxy as soon
as possible.
Dated:_____________________________________, 1999
--------------------------------------------------
(Signature)
--------------------------------------------------
(Signature)
(Please sign exactly as name(s) appear(s) at left.
If stock is in the name of two or more persons,
each should sign. Persons signing as attorney,
executor, administrator, trustee, guardian or
other fiduciary, please give full title as such.
If a corporation, please sign in full corporate
name, by president or other authorized officer. If
a partnership, please sign in partnership name by
authorized person.)
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