KNIGHT TRANSPORTATION INC
NT 11-K, 1998-06-29
TRUCKING (NO LOCAL)
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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                                                                ----------------
                            NOTIFICATION OF LATE FILING         SEC FILE NUMBER
                                                                    333-562
                                                                ----------------

                                                                ----------------
                                   (Check One):                  CUSIP NUMBER
                                                                ----------------

            [ ] Form 10-K and Form 10-KSB [ ] Form 20-F [X] Form 11-K
                  [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR


              For Period Ended:                      December 31, 1997
                                 ...............................................
              [  ]Transition Report on Form 10-K 
              [  ]Transition Report on Form 20-F 
              [  ]Transition Report on Form 11-K 
              [  ]Transition Report on Form 10-Q 
              [  ]Transition Report on Form N-SAR
- --------------------------------------------------------------------------------

For the Transition Period Ended:
                                 ...............................................
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   Real Attached Instruction Sheet Before Preparing Form.  Please Print or Type.
   Nothing in this form shall be  construed  to imply  that the  Commission  has
verified any information contained herein.
- --------------------------------------------------------------------------------

   If the  notification  relates  to a  portion  of the  filing  checked  above,
identify the Item(s) to which the notification relates:     Not  Applicable
                                                         .......................
 ................................................................................
- --------------------------------------------------------------------------------
Part 1--Registrant Information
- --------------------------------------------------------------------------------
   Full Name of Registrant       Knight Transportation, Inc.
                                 (Knight Transportation, Inc. 401(k) Plan and 
                                 Trust Agreement)

   Former Name if Applicable     Not Applicable
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   Address of Principal Executive Office (Street and Number)  
                                                          5601 West Buckeye Road
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   City, State and Zip Code   Phoenix, Arizona  85043
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<PAGE>
Part II--Rules 12b-25(b) and (c)
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If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

[X] (a) The  reasons  described  in  reasonable  detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

[X] (b) The subject annual report, semi-annual report, transition report on Form
10-K,  Form 20-F,  11-K or Form N-SAR,  or portion  thereof  will be filed on or
before the  fifteenth  calendar day following  the  prescribed  due date; or the
subject  quarterly report or transition  report on Form 10-Q, or portion thereof
will be filed on or before the fifth  calendar day following the  prescribed due
date; and

[X] (c) The  accountant's  statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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Part III--Narrative
- --------------------------------------------------------------------------------
State below in  reasonable  detail the  reasons  why Form 10-K and Form  10-KSB,
20-F,  11-K, 10-Q and Form 10-QSB,  N-SAR,  or the transition  report or portion
thereof could not be filed within the prescribed period. (Attach extra sheets if
needed)

              The  audit  of the  Company's  401(k)  Plan  could  not be  timely
completed,  without  unreasonable effort or expense,  due to the difficulties in
reconciling   the  records  of  Smith  Barney,   who  previously   handled  Plan
investments,   with  the  information  provided  by  Prudential  Company,  which
succeeded Smith Barney in handling the assets of the Plan. Smith Barney has been
unable  to  provide  the  Company   with   adequate   information   to  complete
reconciliation  of records and the audit.  During  1997,  Smith  Barney held the
401(k) Plan assets;  in mid-year the assets were transferred to Prudential.  The
Company  has been unable to obtain  adequate  information  from Smith  Barney to
reconcile  its  accounts  with  those  of  Prudential.  As  a  result  of  these
difficulties,  neither the Company nor its accountants  have been able to obtain
the information necessary to complete the audit in a timely manner. The audit of
the 401(k) Plan will be completed  and Form 11-K filed within 15 days of its due
date (June 29, 1998).
- --------------------------------------------------------------------------------
Part IV--Other Information
- --------------------------------------------------------------------------------
   (1)  Name and telephone number of person to contact in regard to this 
        notification
                        Clark Jenkins            (602)           269-2000
   -----------------------------------------------------------------------------
                           (Name)             (Area Code)     (Telephone Number)

   (2) Have all other periodic reports required under section 13 or 15(d) of the
Securities  Exchange Act of 1934 or section 30 of the Investment  Company Act of
1940  during  the  preceding  12  months  or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).

                                                         [X] Yes        [ ] No
<PAGE>
   (3) Is it anticipated  that any  significant  change in results of operations
from the correspondence period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                                                         [X] Yes        [ ] No

   If so, attach an explanation of the anticipated  change, both narratively and
quantitatively,  and if appropriate, state the reasons why a reasonable estimate
of the results cannot be made. See below.

   It is anticipated that the financial statements for the Company's 401(k) Plan
for the year ending  December 31, 1997, will show an increase in Plan assets due
to  employer  and  employee  contributions  and an  increase  in the  balance of
participants'  accounts due to earnings from asset appreciation  during the year
ending  December  31,  1997.  For the year ended  December  31,  1997,  the Plan
received  contributions of 545,672,  interest and dividends of $57,053,  and had
unrealized  appreciation of $130,290. The Plan paid distributions of $91,820 for
the year ended December 31, 1997. The Plan's net increase in assets for the same
year was  $641,195.  The net assets of the Plan for the year ended  December 31,
1997,  were  $1,797,716,  compared to $1,156,521 for the year ended December 31,
1996.



                           Knight Transportation, Inc.
                        (401(k) Plan and Trust Agreement)
         ...............................................................
                  (Name of Registrant as specified in charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.
- --------------------------------------------------------------------------------

Date    June 29, 1998           By /s/ Clark A. Jenkins, Chief Financial Officer
    ........................       .............................................
                                       Clark A. Jenkins, Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
- --------------------------------------------------------------------------------

                                    ATTENTION

    Intention misstatements or omissions of fact constitute Federal Criminal
                        Violations (See 18 U.S.C. 1001).

- --------------------------------------------------------------------------------
<PAGE>
                                                      Tull Forsberg & Olson    
                                                               TF&O            
                                                   Certified Public Accountants
                                                               

                         Part 2. Accountants' Statement



         The  undersigned,  the  independent  public  accountants for the Knight
Transportation,  Inc. 401(k) Plan (the "Plan"), hereby certify that the audit of
the Plan  required  to be filed as part of the  Form  11-K for the  fiscal  year
ending December 31, 1997, could not be timely  completed,  without  unreasonable
effort or expense,  due to the inability of the Company and its  accountants  to
obtain  adequate  information  from Smith Barney to reconcile  balances  held by
Smith  Barney  prior  to the  transfer  of Plan  assets  from  Smith  Barney  to
Purdential in mid-1997.  This inability to obtain  information  has not resulted
from any delay by the Company or its independent public accountants.



         Dated this 26th day of June 1998.


                                             /s/ Tull Forsberg & Olson


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


5225 N. Central Ave. o Suite 220 o Phoenix, Arizona 85012
602 277-5447
FAX 602 285-9872


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