USA Truck, Inc. (NASDAQ: USAK) announced today changes in its Board of
Directors and the adoption of a stockholders’ rights plan. These actions
were taken as part of the Company’s ongoing efforts to support
management’s plan to turnaround the Company’s performance and return it
to profitability.
The Company announced that Robert A. Peiser has been appointed as
Chairman of the Board to succeed Terry A. Elliott. Mr. Elliott will
remain on the Board and continue in his current position as Chairman of
the Audit Committee. The Company expresses its sincere appreciation for
Mr. Elliott's service in a dual capacity over the past 18 months. The
Company also announced that Robert E. Creager has been appointed to the
Board, filling an existing Board vacancy. Mr. Creager will become a
member of the Audit Committee, adding an additional financial expert
with broad business and public company director experience.
Mr. Peiser joined the Board in February 2012 and was named Vice Chairman
in August. He has broad management experience, both as CEO and CFO, with
companies executing turnaround strategies to improve their operational
and financial performance. Among his most notable successes in
management positions was his role as Executive Vice President and CFO of
Trans World Airlines, where he was credited with being the principal
architect of that company’s successful restructuring in 1995. More
recently, he was President and CEO of Imperial Sugar Company from 2002
to 2008 where he implemented a successful value creation model which led
to record profits, a debt-free balance sheet and significant price
appreciation. In addition, as Chairman and CEO of privately-held
Omniflight Helicopters from 2008 to 2010, he successfully increased
profitability and liquidity following the financial crisis by
introducing new sales strategies and improving operational performance.
Mr. Peiser is also a seasoned independent director, and has served on
the boards of numerous public, private and not-for-profit institutions.
Most recently, he served as an independent director on the boards of
Solutia, Inc. and Team, Inc., and is the immediate past Chairman of the
Texas TriCities Chapter of the National Association of Corporate
Directors.
Mr. Creager is a former Audit Practice Leader of the Houston office of
PriceWaterhouseCoopers. He is currently on the Board of GeoMet, an
independent energy company engaged in the exploration for and
development and production of natural gas. He is also the current
Treasurer of the Texas TriCities Chapter of the National Association of
Corporate Directors. Mr. Creager is expected to bring additional
strength to the financial reporting function of the Company as well as
to discussions relating to corporate strategy. He will stand for
election at the 2013 Annual Meeting of Stockholders.
Commenting on the changes to the Board, Cliff Beckham, President and CEO
of the Company, stated: “Our board and management have been working
together closely for the past few quarters to design and set in motion a
plan to bring material improvements to our operating results. We have
made substantial progress on the capital resources front, closing in
August a new $125 million credit facility that does not include
financial covenants. We have augmented our board of directors as
announced today. We have also initiated a national search for an
experienced operations executive. In the interim, we engaged Thomas M.
Glaser, former President and COO of Celadon Group, Inc., on a consulting
basis to begin ands-on sessions with our operations personnel. Our
recent results demonstrate progress in seating trucks, increasing rates
and improving tractor utilization. However, the vast majority of
available improvement is expected to be realized after our management
team is in place and working seamlessly. We expect the operational,
yield management, and other potential improvements to be attainable
gradually over 2013 and beyond.”
The Company also announced today that the Board has adopted a
Stockholders’ Rights Plan (the “Rights Plan”). The Rights Plan is
designed to ensure that all USA Truck stockholders are treated fairly in
the event of an unsolicited takeover attempt regarding the Company. It
is not intended to prevent a takeover of the Company on terms that are
fair to and in the best interests of stockholders. The Board believes it
is appropriate to adopt the Rights Plan in light of the significant
recent decline in the market price of the Company’s common stock and the
fact that the Company is in the process of implementing its turnaround
plan. The Company is not aware of any pending unsolicited takeover offer
for the Company.
The Rights Plan has several features that are tailored to its specific
purpose:
-
Initial duration of two years to afford the Company time to implement
its turnaround strategy;
-
Stockholder ability to extinguish the Rights Plan at the 2014 annual
meeting;
-
A 15% acquiring person threshold still allows meaningful ownership
positions; and
-
Redemption period of up to 10 days after a holder crosses the
acquiring person threshold affords the opportunity to negotiate.
Chairman of the Board, Robert A. Peiser stated: “Despite the recent
difficulties that the Company has experienced, I have a strong belief
that we can execute a turnaround strategy that will bring increased
value to our stockholders and increased opportunity for our employees.
The Company has dedicated employees, substantial assets and a good
customer base. I believe the plan management has begun implementing
offers a sound platform for returning long term value to stockholders
and that the changes announced today will support the execution of the
plan. A critical element of the plan is having the time to execute it
without unwanted distractions. To that end, I believe the Company has
the capital resources and, with the adoption of the Rights Plan, now has
another tool to prevent disruption of the plan in a manner that could be
detrimental to our stockholders. While the Company is not aware of any
such efforts, the Rights Plan was tailored specifically to our needs in
terms of features and duration, taking into account the interest of all
stockholders.
“I also want to personally thank Terry Elliott for his invaluable
service as Chairman of the Board. I look forward to continuing to work
with him as well as the entire Board of Directors and management team to
implement a turnaround plan that will benefit our stockholders and
employees.”
Additional Detail Regarding the Rights Plan
Under the Rights Plan, one right will attach to each share of the
Company’s common stock that is outstanding as of the close of business
on November 21, 2012 and to each share issued thereafter prior to the
expiration of the rights. The rights will become exercisable (subject to
customary exceptions) only if a person or group acquires 15% or more of
the Company’s common stock. At a designated time after a person or group
becomes an acquiring person, upon payment of the exercise price of
$12.00 per right, a holder (other than an acquiring person) will be
entitled to purchase $24.00 worth of shares of the Company’s common
stock (or under certain circumstances, the common stock of an entity
that completes a business combination with the Company) at a 50%
discount. The Rights Plan exempts each holder of 15% or more of the
Company’s common stock on the date of the Rights Plan’s adoption as long
as they do not thereafter acquire an additional 1% or more shares of the
Company’s common stock, as well as parties that receive prior approval
of the Board and enter into qualifying standstill agreements with the
Company. The Rights Plan will expire on November 21, 2014, provided, the
Rights Plan will continue after the Company's 2014 annual meeting only
upon stockholder approval at such meeting. The Company may redeem the
rights for nominal consideration before the rights become exercisable.
The Company will file the Rights Plan evidencing the stockholders’
rights under such plan in a Current Report on Form 8-K with the
Securities and Exchange Commission. The foregoing description of the
Rights Plan is only a summary, and is qualified in its entirety by
reference to the full text of the Rights Plan as filed with the
Securities and Exchange Commission.
This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended and
Section 21E of the Securities Exchange Act of 1934, as amended. These
statements generally may be identified by their use of terms or phrases
such as “expects,” “estimates,” “anticipates,” “projects,” “believes,”
“plans,” “goals,” “intends,” “may,” “will,” “should,” “could,”
“potential,” “continue,” “future” and terms or phrases of similar
substance. Forward-looking statements are based upon the current beliefs
and expectations of our management and are inherently subject to risks
and uncertainties, some of which cannot be predicted or quantified,
which could cause future events and actual results to differ materially
from those set forth in, contemplated by, or underlying the
forward-looking statements. Accordingly, actual results may differ from
those set forth in the forward-looking statements. Readers should review
and consider the factors that may affect future results and other
disclosures by the Company in its press releases, Annual Report on Form
10-K and other filings with the Securities and Exchange Commission. We
disclaim any obligation to update or revise any forward-looking
statements to reflect actual results or changes in the factors affecting
the forward-looking information. In light of these risks and
uncertainties, the forward- looking events and circumstances discussed
in this press release might not occur.
All forward-looking statements attributable to us, or persons acting on
our behalf, are expressly qualified in their entirety by this cautionary
statement.
References to the “Company,” “we,” “us,” “our” and words of similar
import refer to USA Truck, Inc. and its subsidiary.
USA Truck is a dry van truckload carrier transporting general
commodities via our General Freight and Dedicated Freight service
offerings. We transport commodities throughout the continental United
States and into and out of portions of Canada. We also transport general
commodities into and out of Mexico by allowing through-trailer service
from our terminal in Laredo, Texas. Our Strategic Capacity Solutions and
Intermodal operating segments provide customized transportation
solutions using our technology and multiple modes of transportation
including our assets and the assets of our partner carriers.
This press release and related information will be available to
interested parties at our web site, http://www.usa-truck.com
under the “News Releases” tab of the “Investors” menu.
