sc13da307950017_02212015.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. 3)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
 
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
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 25, 2015
(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 (“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. 3 for Baker Street Capital L.P., Baker Street Capital Management, LLC, Baker Street Capital GP, LLC and Vadim Perelman and Amendment No. 4 for Stone House Capital Management, LLC, SH Capital Partners, L.P. and Mark Cohen.
 
 
 
 
CUSIP NO. 902925106
 
1
NAME OF REPORTING PERSON
 
BAKER STREET CAPITAL L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
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
 
CUSIP NO. 902925106
 
1
NAME OF REPORTING PERSON
 
BAKER STREET CAPITAL MANAGEMENT, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
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
 
CUSIP NO. 902925106
 
1
NAME OF REPORTING PERSON
 
BAKER STREET CAPITAL GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
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
 
CUSIP NO. 902925106
 
1
NAME OF REPORTING PERSON
 
VADIM PERELMAN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
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
 
CUSIP NO. 902925106
 
1
NAME OF REPORTING PERSON
 
STONE HOUSE CAPITAL MANAGEMENT, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
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
 
CUSIP NO. 902925106
 
1
NAME OF REPORTING PERSON
 
SH CAPITAL PARTNERS, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
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
 
CUSIP NO. 902925106
 
1
NAME OF REPORTING PERSON
 
MARK COHEN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
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
 
CUSIP NO. 902925106
 
The following Amendment constitutes Amendment No. 3 to the Schedule 13D filed by BSC LP, Baker Street Capital Management, Baker Street Capital GP and Vadim Perelman (collectively, the “Baker Street Group”) and Amendment No. 4 to the Schedule 13D filed by Stone House, Partners and Mark Cohen (collectively, the “Stone House Group”) .  This Amendment amends the Schedule 13D as specifically set forth herein.
 
Item 2.
Identity and Background.
 
Item 2 is hereby amended to add the following:
 
In connection with the Termination of Group Agreement (the “Termination of Group Agreement”) attached as Exhibit 99.3 hereto and incorporated herein by reference, each of the undersigned of that certain Group Agreement, dated May 5, 2014 are no longer members of the Section 13(d) group immediately after the filing of this Amendment. The members of the Baker Street Group will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law.  Each member of the Baker Street Group is party to the Baker Street Joint Filing Agreement, as further described in Item 6. Separately, the members of the Stone House Group will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law.  Each member of the Stone House Group is party to the Stone House Joint Filing Agreement, as further described in Item 6.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On February 25, 2015, each of the Baker Street Group and the Stone House Group entered into cooperation agreements with the Issuer (the “2015 Cooperation Agreements”), which extend many of the provisions set forth in the existing cooperation agreement the Reporting Persons entered with the Issuer in May 2014 (the “2014 Cooperation Agreement”). Pursuant to the 2015 Cooperation Agreements, the Issuer has agreed to file a registration statement at the request of the Reporting Persons in respect of up to 2,000,000 Shares held by them and to nominate Vadim Perelman, Thomas Glaser, and Gary Enzor for re-election to the Issuer’s Board of Directors (the “Board”) as Class II directors (term expiring May 2018) at the 2015 annual meeting of stockholders (the “2015 Annual Meeting”).
 
The Reporting Persons have agreed to (i) vote in accordance with the recommendations of the Board at the 2015 Annual Meeting except with respect to certain extraordinary transactions and, in certain circumstances, the 2016 annual meeting of stockholders (the “2016 Annual Meeting”); (ii) abide by “standstill provisions” similar to those in the 2014 Cooperation Agreement during the period ending 10 days prior to the deadline for submission of stockholder nominations for the 2016 Annual Meeting, which period may, in certain circumstances, be extended for an additional year; and (iii) pay certain expenses relating to the sale of the Shares (including the applicable discounts and commissions and a portion of “road show” and other expenses).  In the future, if Shares beneficially owned by the Baker Street Group fall below (i) 10% of the outstanding Shares of the Issuer as a result of sales completed under the registration statement or (ii) 50% of the aggregate number of shares currently owned by Baker Street Group, then Mr. Perelman will tender his resignation from the Board.
 
The foregoing description of the 2015 Cooperation Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the 2015 Cooperation Agreements, which are filed herewith as Exhibits 99.1 and 99.2 and are incorporated herein by reference.
 
The disclosure regarding the Termination of Group Agreement as defined and described in Items 2 and 6 is incorporated herein by reference. A copy of the Termination of Group Agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
 
 
9
 
CUSIP NO. 902925106
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
On February 25, 2015, each of the Baker Street Group and the Stone House Group entered into the 2015 Cooperation Agreements, as defined and described in Item 4.  Copies of the 2015 Cooperation Agreements are attached hereto as Exhibit 99.1 and Exhibit 99.2 and are incorporated herein by reference.
 
On February 25, 2015, following the execution of the 2015 Cooperation Agreements, the Reporting Persons entered into the Termination of Group Agreement as defined and described in Item 2 above. A copy of the Termination of Group Agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
 
On February 25, 2015, the members of the Baker Street Group entered into a joint filing agreement (the “Baker Street Joint Filing Agreement”) in which they agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.4 and is incorporated herein by reference.
 
On February 25, 2015, the members of the Stone House Group entered into a joint filing agreement (the “Stone House Joint Filing Agreement”) in which they agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.5 and is incorporated herein by reference.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibits:
 
 
99.1
2015 Cooperation Agreement, by and among Baker Street Capital L.P., Baker Street Capital Management, LLC, Baker Street Capital GP, LLC, Vadim Perelman and the Issuer, dated February 25, 2015.
 
 
99.2
2015 Cooperation Agreement, by and among Stone House Capital Management, LLC, SH Capital Partners, L.P., Mark Cohen and the Issuer, dated February 25, 2015.
 
 
99.3
Termination of Group Agreement, by and among 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. and Mark Cohen, dated February 25, 2015.
 
 
99.4
Baker Street Joint Filing Agreement, by and among Baker Street Capital L.P., Baker Street Capital Management, LLC, Baker Street Capital GP, LLC and Vadim Perelman, dated February 25, 2015.
 
 
99.5
Stone House Joint Filing Agreement, by and among Stone House Capital Management, LLC, SH Capital Partners, L.P. and Mark Cohen, dated February 25, 2015.
 
 
 
10
 
CUSIP 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:  February 25, 2015
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
 
 
11
 
CUSIP 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
 
 
 
12