KNIGHT TRANSPORTATION INC
11-K, 1996-07-12
TRUCKING (NO LOCAL)
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 11-K


                   Annual Report Pursuant to Section 15(d) of
                   the Securities Exchange Act of 1934 for the
                                fiscal year ended
                                December 31, 1995

                         Commission File Number 333-562



                           KNIGHT TRANSPORTATION, INC.
                         401(k) PLAN AND TRUST AGREEMENT
                            (Full title of the plan)



                           KNIGHT TRANSPORTATION, INC.
                             5601 West Buckeye Road
                             Phoenix, Arizona 85043
                                 (602) 269-2000
           (Name of issuer of the securities held pursuant to the plan
           and the address of the issuer's principal executive office)
<PAGE>
                           KNIGHT TRANSPORTATION, INC.


                         401(k) PLAN AND TRUST AGREEMENT

                                     PN 001

                                 EIN: 86-0649974

                                    FORM 5500









                              FINANCIAL STATEMENTS

                          AND SUPPLEMENTARY INFORMATION

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

                               FOR THE YEAR ENDED

                                DECEMBER 31, 1995
<PAGE>
                     KNIGHT TRANSPORTATION, INC. 401(k) PLAN
                               AND TRUST AGREEMENT
                                     PN 001
                                 EIN: 86-0649974

                          Year Ended December 31, 1995


                                Table of Contents
                                -----------------
                                                                 Page No.
                                                                 --------

Auditor's Report                                                   1 - 2


Statement of Net Assets Available for Plan Benefits
December 31, 1995 and 1994                                           3


Statement of Changes in Net Assets Available for Plan
Benefits With Fund Information
For the Year Ended December 31, 1995                                 4


Notes to Financial Statements                                      5 - 7


Supplementary Information

  Schedule of Assets Held for Investment Purposes
  December 31, 1995                                                  8

  Schedule of Reportable Transactions
  For the Year Ended December 31, 1995                               9

<PAGE>
                     KNIGHT TRANSPORTATION, INC. 401(k) PLAN
                               AND TRUST AGREEMENT
                                     PN 001
                                 EIN: 86-0649974
                             Form 5500, Item 26b(1)
                          Year Ended December 31, 1995


                                  July 3, 1996


                          INDEPENDENT AUDITOR'S REPORT


Trustees
Knight Transportation, Inc. 401(k) Plan
Phoenix, Arizona


We have  audited the  accompanying  statement of net assets  available  for plan
benefits of Knight  Transportation,  Inc.  401(k) Plan and Trust Agreement as of
December 31, 1995 and 1994,  and the related  statement of changes in net assets
available for plan benefits with fund  information  for the year ended  December
31,  1995.  These  financial  statements  are the  responsibility  of the Plan's
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 net assets  available  for plan  benefits of Knight
Transportation, Inc. 401(k) Plan and Trust Agreement as of December 31, 1995 and
1994,  and the changes in net assets  available  for plan  benefits for the year
ended  December 31, 1995,  in  conformity  with  generally  accepted  accounting
principles.

                                                                     -continued-
<PAGE>
                     KNIGHT TRANSPORTATION, INC. 401(k) PLAN
                               AND TRUST AGREEMENT
                                     PN 001
                                 EIN: 86-0649974
                             Form 5500, Item 26b(1)
                          Year Ended December 31, 1995


                                  July 3, 1996


                          INDEPENDENT AUDITOR'S REPORT
                                   -continued-



Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements  taken  as a  whole.  The  schedule  of  assets  held  for
investment purposes and schedule of reportable transactions on pages 8 and 9 are
presented for the purposes of additional analysis and are not a required part of
the basic financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations  for Reporting and Disclosure  under
the Employee  Retirement  Income Security Act of 1974. Such information has been
subjected  to the  auditing  procedures  applied  in  the  audits  of the  basic
financial  statements  and, in our  opinion,  is fairly  stated in all  material
respects in relation to the basic financial statements taken as a whole.


                                                           TULL FORSBERG & OLSON
<PAGE>
                     KNIGHT TRANSPORTATION, INC. 401(k) PLAN
                               AND TRUST AGREEMENT
                                     PN 001
                                 EIN: 86-0649974
                               Form 5500, Item 31

               Statement of Net Assets Available for Plan Benefits
                           December 31, 1995 and 1994


                                                            1995         1994
                                                            ----         ----
ASSETS
   Investments
      At fair value:
          Shares of registered investment companies:
            Investment Co. of America - Equity
                Growth Fund                                $452,793     $246,376
            The Bond Fund of America - Corporate
                Bond Fund                                   101,733       50,431

          Participant loans receivable                       20,910       14,645

            Dean Witter Liquid Asset Fund -
                Money Market                                115,852       57,613
                                                           --------     --------
                Total investments                           691,288      369,065
                                                           --------     --------
   Receivables
      Employer's contributions                               54,024       39,126
      Participant's contributions                            28,311       47,519
      Rollover contributions                                      0       15,206
      Other receivables                                           0        1,921
                                                           --------     --------
        Total receivables                                    82,335      103,772
                                                           --------     --------
                TOTAL ASSETS                                773,623      472,837


LIABILITIES
   Total Liabilities                                              0            0
                                                           --------     --------
          Net Assets Available for Plan Benefits           $773,623     $472,837
                                                           ========     ========





The accompanying notes are an integral part of these financial statements.
<PAGE>
           KNIGHT TRANSPORTATION, INC. 401(k) PLAN AND TRUST AGREEMENT
                                     PN 001
                                 EIN: 86-0649974
                               Form 5500, Item 32

       Statement of Changes in Net Assets Available for Plan Benefits With
                                Fund Information
                      For the Year Ended December 31, 1995
<TABLE>
<CAPTION>
                                                          Dean Witter       The Bond         Investment
                                                            Liquid           Fund of         Company of       Participant
                                                          Asset Fund      America, Inc.       America            Loans       
                                                         --------------  ----------------  ---------------   --------------  
<S>                                                             <C>               <C>             <C>                        
ADDITIONS
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
     Investment income
          Unrealized appreciation in
               fair value of assets                                               $7,222          $67,988                    
          Interest                                              $5,180                                              $1,618   
          Dividends                                                                6,387           27,220                    
                                                         --------------  ----------------  ---------------   --------------  
                                                                 5,180            13,609           95,208            1,618   
                                                         --------------  ----------------  ---------------   --------------  
     Contributions
          Employer                                                                                                           
          Participants                                          55,194            31,764           81,589                    
          Rollover                                               1,677               360              360                    
                                                         --------------  ----------------  ---------------   --------------  
                                                                56,871            32,124           81,949                0   
                                                         --------------  ----------------  ---------------   --------------  
               Total Additions                                  62,051            45,733          177,157            1,618   
                                                         --------------  ----------------  ---------------   --------------  

DEDUCTIONS
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
     Benefits Paid to Participants                              18,582             9,586           31,327            8,562   
     Administrative Expenses                                        51                                                       
                                                         --------------  ----------------  ---------------   --------------  
              Total Deductions                                  18,633             9,586           31,327            8,562   
                                                         --------------  ----------------  ---------------   --------------  

Net increase prior to interfund transfers                       43,418            36,147          145,830           (6,944)  
Interfund transfers                                             14,821            15,155           60,587           13,209   
                                                         --------------  ----------------  ---------------   --------------  
     Net Increase (Decrease)                                    58,239            51,302          206,417            6,265   
Net assets available for benefits:
     Beginning of year                                          57,613            50,431          246,376           14,645   
                                                         --------------  ----------------  ---------------   --------------  
     End of year                                              $115,852          $101,733         $452,793          $20,910   
                                                         ==============  ================  ===============   ==============  
</TABLE>
<TABLE>                                            
<CAPTION>                                          
                                                   
                                                   
                                                       Other            Total       
                                                   --------------   --------------  
<S>                                                       <C>             <C>       
ADDITIONS                                                                           
ADDITIONS TO NET ASSETS ATTRIBUTED TO:                                              
     Investment income                                                              
          Unrealized appreciation in                                                
               fair value of assets                                       $75,210   
          Interest                                                          6,798   
          Dividends                                                        33,607   
                                                   --------------   --------------  
                                                              $0          115,615   
                                                   --------------   --------------  
     Contributions                                                                  
          Employer                                        54,024           54,024   
          Participants                                    28,311          196,858   
          Rollover                                                          2,397   
                                                   --------------   --------------  
                                                          82,335          253,279   
                                                   --------------   --------------  
               Total Additions                            82,335          368,894   
                                                   --------------   --------------  
                                                                                    
DEDUCTIONS                                                                          
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:                                           
     Benefits Paid to Participants                                         68,057   
     Administrative Expenses                                                   51   
                                                   --------------   --------------  
              Total Deductions                                 0           68,108   
                                                   --------------   --------------  
                                                                                    
Net increase prior to interfund transfers                 82,335          300,786   
Interfund transfers                                     (103,772)               0   
                                                   --------------   --------------  
     Net Increase (Decrease)                             (21,437)         300,786   
Net assets available for benefits:                                                  
     Beginning of year                                   103,772          472,837   
                                                   --------------   --------------  
     End of year                                         $82,335         $773,623   
                                                   ==============   ==============  
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
                     KNIGHT TRANSPORTATION, INC. 401(k) PLAN
                               AND TRUST AGREEMENT
                                     PN 001
                                 EIN: 86-0649974
                    Form 5500 - Year Ended December 31, 1995

                          Notes to Financial Statements



NOTE 1.       DESCRIPTION OF PLAN

              The  following  description  of the  Knight  Transportation,  Inc.
              (Company)  401(k) Plan and Trust  Agreement  (Plan)  provides only
              general  information.   Participants  should  refer  to  the  Plan
              agreement   for  a  more  complete   description   of  the  Plan's
              provisions.

              General The Plan is a defined contribution plan covering basically
              all  full  time  employees  of the  Company  who  have one year of
              service  and are age  nineteen  or  older.  It is  subject  to the
              provisions of the Employee  Retirement Income Security Act of 1974
              (ERISA).

              Contributions Each year,  participants may contribute a portion of
              their  compensation  to the Plan. For 1995 the maximum amount that
              can be contributed  is $9,240.  Participants  may also  contribute
              amounts representing distributions from other qualified plans. The
              Company  contributes  50  percent  of  the  participant's   salary
              reduction  contributions  for the year,  not to exceed  $750.  For
              1995,  the Company set the level of its matching  contribution  at
              $625 per participant.  For Plan years beginning after December 31,
              1994, these  contributions  may be made with either cash or common
              stock of the Company.  For 1995,  the  contributions  will be made
              with cash. The Company may also make a discretionary  contribution
              at  the  option  of  the  Company's  Board  of  Directors.   These
              contributions can be either cash or common stock of the Company.

              Participant  Accounts Each participant's  account is credited with
              the  participant's  contribution,  company matching  contribution,
              company discretionary  contribution,  if any, and plan earnings on
              participant's  account balance.  Forfeited  balances of terminated
              participants' nonvested accounts are used to reduce future Company
              contributions.  The benefit to which a participant  is entitled is
              the benefit  that can be provided  from the  participant's  vested
              account.

              Vesting Participants are immediately vested in their contributions
              plus earnings. Vesting in the Company's matching and discretionary
              portion  of  their  accounts  plus  earnings  is based on years of
              service.  A participant  is 100 percent vested after five years of
              service.

              Investment  Options Upon enrollment in the Plan, a participant may
              direct his contributions in any of three investment options:

                     Investment  Co. of America - Equity  Growth  Fund Funds are
                     invested in shares of a registered  investment company that
                     invests   mainly  in  common  stocks  and  U.  S.  Treasury
                     securities.
<PAGE>
                     KNIGHT TRANSPORTATION, INC. 401(k) PLAN
                               AND TRUST AGREEMENT
                                     PN 001
                                 EIN: 86-0649974
                    Form 5500 - Year Ended December 31, 1995

                          Notes to Financial Statements
                                   -Continued-


NOTE 1.       DESCRIPTION OF PLAN (Continued)

                     The Bond Fund of  America -  Corporate  Bond Fund Funds are
                     invested in shares of a registered  investment company that
                     invests  mainly  in  corporate  bonds  and U.  S.  Treasury
                     securities.

                     Dean  Witter  Liquid  Assets - Money  Market Fund Funds are
                     invested in an interest bearing account.

              Company matching  contributions may be invested in either the Dean
              Witter  Liquid  Assets  Money  Market Fund or common  stock of the
              Company.  For 1995, the matching  contribution was invested in the
              Money Market Fund.

              Participants may change their investment options twice a year.

              Payment of Benefits Upon the participant's separation from service
              as a result of death,  disability  or  retirement  at age 65,  the
              employee's  account  balance from employer  contributions  will be
              100%  nonforfeitable  and  paid  in  a  lump-sum.   The  Plan  has
              provisions for hardship distributions.

              Participant Loans Participants may borrow from their fund accounts
              a  minimum  of  $1,000  and to a  maximum  equal to the  lessor of
              $50,000 or 50% of their nonforfeitable account balances.  Payments
              are made through payroll deductions.  The loans are secured by 50%
              of the nonforfeitable  balance in the participant's  account.  All
              loans are considered a directed investment of the participant.

              Plan  Expenses The Company  incurs all major  expenses  associated
              with the Plan.

              Concentration of Credit Risk and Financial  Instruments  Financial
              instruments which  potentially  subject the Plan to concentrations
              of credit risk consist of a deposit with an investment custodian.


NOTE 2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              Basis of Accounting  The financial  statements are prepared on the
              accrual basis of accounting.

              Estimates The  preparation  of financial  statements in conformity
              with generally accepted  accounting  principles  requires the Plan
              Administrator  to  make  estimates  and  assumptions  that  affect
              certain  reported  amounts and  disclosures.  Accordingly,  actual
              results may differ from those estimates.
                                                                     -continued-

<PAGE>
                     KNIGHT TRANSPORTATION, INC. 401(k) PLAN
                               AND TRUST AGREEMENT
                                     PN 001
                                 EIN: 86-0649974
                    Form 5500 - Year Ended December 31, 1995

                          Notes to Financial Statements
                                   -Continued-


NOTE 2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

              Investment  Valuation and Income  Recognition  Investments  in the
              Plan are  adjusted  to their fair  market  value as of the balance
              sheet date. Shares of registered  investment  companies are valued
              at quoted  market  prices which  represent  the net asset value of
              shares held by the Plan at year end.  Participant loans are valued
              at cost, which approximates fair value.

              Purchases  and sales of  securities  are  recorded on a trade-date
              basis. Interest income is recorded on the accrual basis. Dividends
              are recorded on the ex-dividend date.

              Payment of Benefits Benefit payments are recorded when paid.


NOTE 3.       PLAN TERMINATION

              Although it has not expressed any intent to do so, the Company has
              the right under the Plan to terminate the Plan at any time. In the
              event of Plan  termination,  participants  will become 100 percent
              vested in their accounts.


NOTE 4.       TAX STATUS

              Effective  January 1, 1995, the Plan adopted a new prototype plan.
              Subsequent to the balance sheet date the Internal  Revenue Service
              has  determined  and  informed the Company by letter that the Plan
              and related  Trust are  designed  in  accordance  with  applicable
              sections of the Internal Revenue Code.
<PAGE>





                            SUPPLEMENTARY INFORMATION
         --------------------------------------------------------------






<PAGE>
                     KNIGHT TRANSPORTATION, INC. 401(k) PLAN
                               AND TRUST AGREEMENT
                                     PN 001
                                 EIN: 86-0649974
                               Form 5500, Item 27a

                 Schedule of Assets Held for Investment Purposes
                          Year Ended December 31, 1995
<TABLE>
<CAPTION>
(a)       (b) Identity of issue, borrower,          (c) Description of investment                   (d) Cost       (e) Current
              lessor, or similar party                  including maturity date,                                        Value
                                                        rate of interest, collateral,
                                                        par or maturity value
- ---       --------------------------------          -----------------------------                   --------       -----------
<S>                                                 <C>                                            <C>              <C>     
          American Funds Group/Investment           20,952.939 shares @ $21.610 per                $401,514         $452,793
          Company of America                        share

          American Funds Group/Bond Fund            7,329.448 shares @ $13.880 per share             99,338          101,733
          of America

          Dean Witter Trust Company/Liquid          Money Market Account                            115,852          115,852
          Assets

          Participant Loans                         8.75% to 10%                                          0           20,910
                                                                                                   --------         --------

                                                                                   TOTAL           $616,704         $691,288
                                                                                                   ========         ========
</TABLE>
<PAGE>
           KNIGHT TRANSPORTATION, INC. 401(k) PLAN AND TRUST AGREEMENT
                                     PN 001
                                 EIN: 86-0649974
                               Form 5500, Item 27d

                       Schedule of Reportable Transactions
                          Year Ended December 31, 1995
<TABLE>
<CAPTION>
(a) Identity    (b) Description     (c)Purchase  (d) Selling   (e) Lease  (f)  Expense   (g) Cost of   (h)  Current      (I)  Net  
    of party     of asset (include     price          price       rental      incurred        asset         value of         gain  
    involved     interest rate and                                              with                        asset on          or   
                 maturity in case                                            transaction                  transaction       (loss) 
                 of a loan)                                                                                  date                  
- ------------    ---------------     -----------  -----------   ---------  --------------- -----------   -------------    ----------
                                                                                            
<S>             <C>                    <C>        <C>          <C>         <C>             <C>              <C>          <C>
American        Investment Co. of      $44,888                                              $44,888          $44,888               
Funds Group     America                                                                                                            
                                                                                            
American        The Bond Fund of        13,352                                               13,352           13,352               
Funds Group     America                                                                                                            
                                                                                            
Dean Witter     Sears Liquid            64,373                                               64,373           64,373               
Trust Company   Assets/Cash                                                                                                        
</TABLE>
<PAGE>
                  Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who  administer the employee  benefit plan)
have  duly  caused  this  annual  report  to be  signed  on  its  behalf  by the
undersigned hereunto duly authorized.

                                   KNIGHT TRANSPORTATION, INC. 401(k)
                                   PLAN AND TRUST AGREEMENT



Dated:  July 11, 1996              By /s/ Donald A. Bliss
      -----------------               ------------------------------------------
                                       Donald A. Bliss, Chairman of the
                                       Advisory Committee (Plan Administrator),
                                       on behalf of the Plan

Dated:  July 11, 1996              KNIGHT TRANSPORTATION, INC.,
      -----------------            Plan Sponsor


                                   By /s/ Clark A. Jenkins
                                      ------------------------------------------
                                         Clark A. Jenkins
                                         Chief Financial Officer
                                       -2-
<PAGE>
                                 EXHIBIT INDEX
                                 -------------


Exhibit No.                         Description
- -----------                         -----------

Exhibit 23    Consent of Tull, Forsberg & Olson, independent public accountants.

                                       -3-

                                                                          TF & O
                                                    Certified Public Accountants


                    Consent of Independent Public Accountants


                  We hereby consent to the use of our report dated July 3, 1996,
on the net assets available for Plan benefits of the Knight Transportation, Inc.
401(k)  Plan and Trust  Agreement  as of  December  31,  1995 and 1994,  and the
related statement of changes in net assets available for Plan benefits with fund
information  for the year ended  December 31,  1995,  included in this report on
Form 11-K for the Knight Transportation, Inc. 401(k) Plan and Trust Agreement.


                                                          TULL, FORSBERG & OLSON

Phoenix, Arizona
July 11, 1996












John J.  Tull
Franklin C. Forsberg
Lynn C. Olson
Jacob Shaphren
Philip D. Miller
Richard A. Kobasic


5225 N. Central Avenue, Suite 220, Phoenix, Arizona  85012

(602) 277-5447
Fax (602) 285-9872


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