sc13da207950017_05222014.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 2)1,2

USA Truck, Inc.
(Name of Issuer)

Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)

902925106
(CUSIP Number)
 
VADIM PERELMAN
BAKER STREET CAPITAL MANAGEMENT, LLC
12400 Wilshire Blvd, Suite 940
Los Angeles, CA 90025
(310) 246-0345

MARK COHEN
STONE HOUSE CAPITAL MANAGEMENT, LLC
950 Third Avenue, 17th Floor
New York, NY 10022
(212) 543-1500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
with a copy to:

STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
EVAN K. HALL, ESQ.
HAYNES AND BOONE, LLP
2323 Victory Avenue, Suite 700
Dallas, Texas 75219
(214) 651-5000
 
May 22, 2014
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
2           This filing constitutes Amendment No. 2 for Baker Street Capital L.P., Baker Street Capital Management, LLC, Baker Street Capital GP, LLC and Vadim Perelman and Amendment No. 3 for Stone House Capital Management, LLC, SH Capital Partners, L.P. and Mark Cohen.
 
 
 
 
CUSI NO. 902925106
 
1
NAME OF REPORTING PERSON
 
BAKER STREET CAPITAL L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,400,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,400,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,400,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.3%
14
TYPE OF REPORTING PERSON
 
PN

 
2
 
CUSI NO. 902925106
 
1
NAME OF REPORTING PERSON
 
BAKER STREET CAPITAL MANAGEMENT, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CALIFORNIA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,400,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,400,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,400,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.3%
14
TYPE OF REPORTING PERSON
 
OO

 
3
 
CUSI NO. 902925106
 
1
NAME OF REPORTING PERSON
 
BAKER STREET CAPITAL GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,400,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,400,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,400,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.3%
14
TYPE OF REPORTING PERSON
 
OO

 
4
 
CUSI NO. 902925106
 
1
NAME OF REPORTING PERSON
 
VADIM PERELMAN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,400,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,400,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,400,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.3%
14
TYPE OF REPORTING PERSON
 
IN

 
5
 
CUSI NO. 902925106
 
1
NAME OF REPORTING PERSON
 
STONE HOUSE CAPITAL MANAGEMENT, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,550,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,550,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,550,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.7%
14
TYPE OF REPORTING PERSON
 
OO, IA

 
6
 
CUSI NO. 902925106
 
1
NAME OF REPORTING PERSON
 
SH CAPITAL PARTNERS, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 1,550,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
 1,550,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 1,550,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.7%
14
TYPE OF REPORTING PERSON
 
PN

 
7
 
CUSI NO. 902925106
 
1
NAME OF REPORTING PERSON
 
MARK COHEN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,550,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,550,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,550,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.7%
14
TYPE OF REPORTING PERSON
 
IN, HC

 
8
 
CUSI NO. 902925106
 
The following constitutes Amendment No. 2 to the Schedule 13D filed by the Baker Street Group and Amendment No. 3 to the Schedule 13D filed by the Stone House Group (“Amendment”).  This Amendment amends the Schedule 13D as specifically set forth herein.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On May 22, 2014, the members of the United Shareholders for the Benefit of USAK entered into a Cooperation Agreement (the “Cooperation Agreement”) with the Issuer with respect to certain matters related to the Issuer’s 2014 annual meeting of stockholders (the “2014 Annual Meeting”). Pursuant to the terms of the Cooperation Agreement, the Issuer agreed, among other things, effective as of the certification of the vote at the 2014 Annual Meeting, but no later than three (3) business days thereafter: (i) to expand the size of the Issuer’s Board of Directors (the “Board”) to nine directors, (ii) to appoint each of Vadim Perelman and Thomas Glaser (each an “Investor Director” and collectively, the “Investor Directors”) as Class II directors, (iii) to offer at least one of the Investor Directors membership on each committee of the Board, other than the Audit Committee, (iv) to redesignate John Simone and another director as Class III directors from Class II directors, (v) not to increase the size of the Board above ten or reduce it below nine directors prior to the 2015 annual meeting of stockholders (the “2015 Annual Meeting”), and (vi) to the extent the size of the Board is increased to ten (10) directors, then to appoint Alexander Greene to fill the resulting vacancy or, if he is unavailable to serve, such other person as may be designated by the Board, with the consent of the members of the United Shareholders for the Benefit of USAK, not to be unreasonably withheld. The Issuer further agreed that should either Investor Director resign prior to the 2015 Annual Meeting, the United Shareholders for the Benefit of USAK shall be entitled to designate for consideration by the Nominating Committee a substitute designee(s) who is independent and has relevant operating business experience in the trucking industry.  The Nominating Committee shall not unreasonably withhold its approval and the Board shall appoint such designee(s) within five (5) business days.  Each of the Investor Directors has provided an irrevocable resignation which shall become effective, in the case of Mr. Perelman, upon Baker Street’s beneficial ownership falling by more than 50% and, in the case of Mr. Glaser, upon Stone House’s beneficial ownership falling by more than 50%.
 
The members of the United Shareholders for the Benefit of USAK have agreed, from the date of the Cooperation Agreement until the date that is ten (10) days prior to the deadline for the submission of stockholder nominations for the 2015 Annual Meeting (the “Standstill Period”), to abide by certain “standstill provisions” including, among other things, not to: (i) acquire Shares in excess of the United Shareholders for the Benefit of USAK’s ownership as of the date of the Cooperation Agreement, (ii) participate in any future solicitation, (iii) submit stockholder proposals, (iv) call or request the calling of special meeting of the stockholders, (v) vote for any director nominees other than those nominated by the Issuer or (vi) seek to replace any members of the Board.   Solely with respect to certain material transactions that would require stockholder vote, the members of the United Shareholders for the Benefit of USAK have reserved the right to solicit proxies in opposition or otherwise campaign against such material transaction as long as the Investor Directors have voted against such transaction. The members of the United Shareholders for the Benefit of USAK further agreed to vote, at the 2014 Annual Meeting, all of their respective Shares in favor of (i) the election of each director nominated by the Board, and (ii) otherwise in accordance with the Board’s recommendation, including in favor of all other matters recommended for stockholder approval by the Board. The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
On May 22, 2014, the members of the United Shareholders for the Benefit of USAK entered into the Cooperation Agreement, as defined and described in Item 4.  A copy of the Cooperation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibit:
 
 
99.1
Cooperation Agreement by and among Baker Street Capital L.P., Baker Street Capital Management, LLC, Baker Street Capital GP, LLC, Vadim Perelman, Stone House Capital Management, LLC, SH Capital Partners, L.P., Mark Cohen and USA Truck, Inc. dated May 22, 2014.
 
 
9
 
CUSI NO. 902925106
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  May 27, 2014
BAKER STREET CAPITAL L.P.
   
 
By:
Baker Street Capital GP, LLC
General Partner
   
 
By:
/s/ Vadim Perelman
 
Name:
Vadim Perelman
 
Title:
Managing Member


 
BAKER STREET CAPITAL MANAGEMENT, LLC
   
 
By:
/s/ Vadim Perelman
 
Name:
Vadim Perelman
 
Title:
Managing Member


 
BAKER STREET CAPITAL GP, LLC
   
 
By:
/s/ Vadim Perelman
 
Name:
Vadim Perelman
 
Title:
Managing Member


   
 
/s/ Vadim Perelman
 
VADIM PERELMAN

 
10
 
CUSI NO. 902925106
 
 
 
STONE HOUSE CAPITAL MANAGEMENT, LLC
   
   
 
By:
/s/ Mark Cohen
   
Name:
Mark Cohen
   
Title:
Managing Member


 
SH CAPITAL PARTNERS, L.P.
   
 
By:
Stone House Capital Management, LLC
General Partner
   
   
 
By:
/s/ Mark Cohen
   
Name:
Mark Cohen
   
Title:
Managing Member


   
   
 
/s/ Mark Cohen
 
MARK COHEN
 
 
 
11