SEC Info - Heartland Express Inc - ‘PRE 14A’ for 5/15/97

SEC Info℠

Home

Help

Please Sign In

Heartland Express Inc – ‘PRE 14A’ for 5/15/97 – PREM14A

As of: Friday, 3/21/97 · For: 5/15/97 · Accession #: 799233-97-3 · File #s: 0-15087, 0-15087 (PREM14A)

  As Of                Filer                Filing    For·On·As Docs:Size

 3/21/97  Heartland Express Inc             PREM14A                1:31K

Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14A     Preliminary Proxy Solicitation Material -- Merger     12     55K 
                          or Acquisition                                         

PREM14A 1st Page of 12 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SCHEDULE 14A INFORMATION  

Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange        
Act of 1934                                                                     

Filed by Registrant (x)                                                         
Filed by a Party other than the Registrant ( )                                  

Check the Appropriate Box:                                                      

(X)   Preliminary Proxy Statement                                               
( )   Definitive Proxy Statement                                                
( )   Definitive Additional Materials                                           
( )   Soliciting Materials Pursuant to p 240.14a-11c or p 240.14a-12            

HEARTLAND EXPRESS, INC.   
(Name of Registrant as Specified in its Charter)    

The Heartland Express, Inc. Board of Directors    
(Name of Person(s) Filing Proxy Statement)    

Payment of Filing Fee (Check the Appropriate Box):                              

( )   $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(I)(1),                  
or 14a-6(j)(2)                                                      
( )   $500 per each party to the controversy pursuant to Exchange Act Rule      
14a-6(I)(3)                                                         
( )   Fee computed on table below per Exchange Act Rules 14a-6(I)(4) and        
0-11                                                                

(1)   Filed of each class of securities to which transaction applies: N/A   
(2)   Aggregate number of securities to which transaction applies:   N/A    
(3)   Price per unit or other underlying value of transaction computed      
  pursuant to Exchange Act Rule 0-11:                            N/A
(4)   Proposed maximum aggregate value of transaction:               N/A    

$     N/A      = Amount on which filing fee is calculated.                

( )   Check box if any part of the fee is offset as provided by Exchange        
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously.  Identify the previous filing by           
registration statement number, or the Form or Schedule and the date 
of its filing.                                                      

(1)   Amount previously paid:                                        N/A    
(2)   Form, Schedule or Registration Statement No.:                  N/A    
(3)   Filing Party:                                                  N/A    
(4)   Date Filed:                                                    N/A    

PREM14A 2nd Page of 12 TOC 1st Previous Next ↓Bottom Just 2nd
HEARTLAND EXPRESS, INC.         
2777 Heartland Drive          
Coralville, Iowa 52241          

NOTICE AND PROXY STATEMENT        
FOR ANNUAL MEETING OF STOCKHOLDERS      
TO BE HELD ON MAY 15, 1997        

Dear Fellow Stockholders:                                                       

The 1997 Annual Meeting of Stockholders (the "Annual Meeting") of           
Heartland Express, Inc., a Nevada Corporation (the "Company"), will be held     
at the Clarion Hotel and Conference Center, 1210 First Avenue, Coralville,      
Iowa 52241, at 8:00 a.m. local time, on Thursday, May 15, 1997 for the          
following purposes:                                                             

1.   To consider and act upon a proposal to elect four (4) directors of     
the Company;                                                      

2.   To consider and act upon a proposal to amend the Company's articles    
of incorporation to increase authorized capital to four hundred   
 million (400,000,000) shares of capital stock(395,000,000 shares of
 common stock and 5,000,000 shares of preferred stock) and to reduce
par value from $0.10 to $0.01 per share.                          

3.   To consider and act upon a proposal to ratify the selection of         
Arthur Andersen LLP as independent public accountants for the     
Company for 1997; and                                             

4.   To consider and act upon such other matters as may properly come       
before the meeting and any adjournment thereof.                   

The foregoing matters are more fully described in the accompanying Proxy    
Statement.                                                                      

The Board of Directors has fixed the close of business on March 19, 1997,   
as the record date for the determination of Stockholders entitled to            
receive notice of and to vote at the Annual Meeting or any adjournment          
thereof.  Shares of common stock may be voted at the Annual Meeting only if     
the holder is present at the Annual Meeting in person or by valid proxy.        
YOUR VOTE IS IMPORTANT.  TO ENSURE YOUR REPRESENTATION AT THE ANNUAL            
MEETING, YOU ARE REQUESTED TO PROMPTLY DATE, SIGN AND RETURN THE                
ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE.  Returning your proxy now will     
not interfere with your right to attend the Annual Meeting or to vote your      
shares personally at the Annual Meeting, if you wish to do so.  The prompt      
return of your proxy may save the Company additional expenses of                
solicitation.                                                                   

All Stockholders are cordially invited to attend the Annual Meeting.        

                                    By Order of the Board of Directors

                   Russell A. Gerdin
                        Chairman of the Board,
                         President and Secretary
Coralville, Iowa 52241                                                          
April 7, 1997                                                                   

PREM14A 3rd Page of 12 TOC 1st Previous Next ↓Bottom Just 3rd
HEARTLAND EXPRESS, INC.       
2777 Heartland Drive        
Coralville, Iowa 52241        

PROXY STATEMENT       
FOR ANNUAL MEETING OF STOCKHOLDERS      
TO BE HELD MAY 15, 1997       

This Proxy Statement is furnished in connection with the solicitation of    
proxies by the Board of Directors of Heartland Express, Inc., a Nevada          
corporation (the "Company"), to be used at the 1997 Annual Meeting of           
Stockholders of the Company (the "Annual Meeting"), which will be held at       
the Clarion Hotel and Conference Center, 1210 First Avenue, Coralville,         
Iowa 52241, on Thursday, May 15, 1997, at 8:00 a.m. local time, and any         
adjournment thereof.  All costs of the solicitation will be borne by the        
Company.  The Company does not intend to solicit proxies other than by this     
mailing; provided, that directors, officers, and employees may solicit          
proxies by use of the mails or telephone without compensation other than        
their regular compensation.  The approximate date of mailing this proxy         
statement and the enclosed form of proxy is April 7, 1997.                      

The enclosed copy of the Company's annual report for the fiscal year        
ended December 31, 1996, is not incorporated into this Proxy Statement and      
is not to be deemed a part of the proxy solicitation material.                  

PROXIES AND VOTING        

Only stockholders of record at the close of business on March 19, 1997      
("Stockholders") are entitled to vote, either in person or by valid proxy,      
at the Annual Meeting.  On the record date of March 19, 1997, the Company       
had 30,000,000 shares of $0.10 par value common stock issued and                
outstanding.  Each share is entitled to one vote.  The Company has no other     
class of stock outstanding.  Stockholders are not entitled to cumulative        
voting in the election of directors.                                            

All proxies that are properly executed and received by the Company prior    
to the Annual Meeting will be voted in accordance with the choices              
indicated.  Any Stockholder may be represented and may vote at the Annual       
Meeting by a proxy or proxies appointed by an instrument in writing.  In        
the event that any such instrument in writing shall designate two (2) or        
more persons to act as proxies, a majority of such persons present at the       
meeting shall have and may exercise, or, if only one shall be present, then     
that one shall have and may exercise, all of the powers conferred by such       
written instrument upon all of the persons so designated unless the             
instrument shall otherwise provide.  No such proxy shall be valid after the     
expiration of six (6) months from the date of its execution, unless coupled     
with an interest or unless the person executing it specifies therein the        
length of time for which it is to continue in force, which in no case shall     
exceed seven (7) years from the date of its execution.  Any Stockholder         
giving a proxy may revoke it at any time prior to its use at the Annual         
Meeting by filing with the Secretary of the Company a revocation of the         
proxy, by delivering to the Company a duly executed proxy bearing a later       
date, or by attending the meeting and voting in person.                         

Other than the election of directors, which requires a plurality of the     
votes cast, each matter to be submitted to the Stockholders requires the        
affirmative vote of a majority of the votes cast at the meeting.  For           
purposes of determining the number of votes cast with respect to a              
particular matter, only those cast "For" or "Against" are included.             
Abstentions and broker non-votes are counted only for purposes of               
determining whether a quorum is present at the meeting.                         

PREM14A 4th Page of 12 TOC 1st Previous Next ↓Bottom Just 4th
PROPOSAL 1
 ELECTION OF DIRECTORS

At the Annual Meeting, the Stockholders will elect four (4) directors to    
serve as the Board of Directors until the 1998 Annual Meeting of                
Stockholders or until their successors are duly elected and qualified.  At      
the 1996 Annual Meeting five directors were elected.  Earl H. Scudder, Jr       
served as a director until February 1997 when he resigned to pursue other       
business interests.  In accordance with the Company's bylaws, the remaining     
four directors voted to reduce the size of the Board of Directors to four       
members. The Board may increase the size of the Board of Directors in the       
future and add one or more members if desirable candidates are found.           
Absent contrary instructions, each proxy will be voted for Russell A.           
Gerdin, Richard O. Jacobson, Dr. Benjamin J. Allen, and Michael J. Gerdin,      
all of whom are standing for re-election.  In the event one or more of the      
individuals listed below shall unexpectedly become unavailable to serve,        
which the Board of Directors has no reason to expect, the proxies that          
would have otherwise been voted for such individuals will be voted for a        
substitute nominee selected by the Board.                                       

Information Concerning Executive Officers and Directors                         

Information concerning the names, ages, positions with the Company,         
tenure as a director, and business experience of the Company's current          
directors and executive officers is set forth below.  All references to         
experience with the Company include positions with the Company's operating      
subsidiary, Heartland Express, Inc. of Iowa.                                    

  NAME         AGE                POSITION                    DIRECTOR
                                                             SINCE
Russell A. Gerdin       55   Chairman of the Board, President,       1978       
Secretary             
John P. Cosaert         49   Executive Vice President of Finance,    N/A        
Treasurer             
Richard L. Meehan.      51   Executive Vice President of Marketing   N/A        
Richard O. Jacobson 1   60   Director                                1994       
Dr. Benjamin J. Allen 1 50   Director                                1995       
Michael J. Gerdin       27   Director                                1996       

1    Member of the Audit Committee.                                             

Russell A. Gerdin has served as the Company's President since 1978 and as   
Chairman of the Board since 1986.                                               

John P. Cosaert has served as the Company's Vice President of Finance and   
Treasurer from 1986 to April 1996.  In April 1996 he was named Executive        
Vice President.                                                                 

Richard L. Meehan has served as  the Company's Vice President of            
Marketing from 1986 to April 1996.  In April 1996 he was named Executive        
Vice President.                                                                 

PREM14A 5th Page of 12 TOC 1st Previous Next ↓Bottom Just 5th
Richard O. Jacobson has served as a director since 1994.  Mr. Jacobson      
has been President and Chief Executive Officer of Jacobson Warehouse            
Company, Inc. and Jacobson Transportation Company, Inc., Des Moines, Iowa       
since 1968.  Mr. Jacobson also serves as a director for Atrion Corporation,     
Allied Group, Inc., Firstar Bank of Des Moines, Firstar Banks of Iowa, and      
Felcor Suite Hotels, Inc.                                                       

Dr. Benjamin J. Allen has served as a director since 1995.  He is the       
Dean and Distinguished Professor of Business at Iowa State University in        
Ames, Iowa, and has served in this capacity since 1994.  Dr. Allen              
previously served and still does serve as Professor for the Department of       
Transportation and Logistics and Department of Economics at Iowa State          
University since 1991.  Dr. Allen also served in the Office of                  
Transportation Regulatory Policy of the U.S. Department of Transportation       
as a Brookings Institute Economics Policy Fellow.                               

Michael J. Gerdin has served as a director since 1996.  Mr. Gerdin is the   
Company's Midwest Operations Supervisor and has served in that capacity         
since June 1996.  From 1992 until such time, Mr. Gerdin held a variety of       
positions within the Company, including positions in the dispatch, sales,       
safety, and driver recruiting departments.  Mr. Gerdin was responsible for      
the relocation of the former Munson Transportation administrative functions     
to Heartland's headquarters in 1994.  Prior to 1992 Mr. Gerdin was a            
full-time student obtaining his degree in Business Administration from          
Luther College.                                                                 

Board of Directors and Committee Meetings                                       

The Board of Directors met two times during the last fiscal year, and all   
directors were present at each meeting.                                         

The 1996 Audit Committee consisted of Earl H. Scudder, Jr. (Chairman),      
and Richard O. Jacobson.  The Audit Committee met twice during 1996, and        
both members were in attendance.  The Audit Committee makes recommendations     
to the Board concerning the selection of outside auditors, reviews the          
Company's financial statements, reviews and discusses audit plans, audit        
work, internal controls, and the report and recommendations of the              
Company's independent auditors, and considers such other matters in             
relation to the external audit of the financial affairs of the Company as       
may be necessary or appropriate in order to facilitate accurate and timely      
financial reporting.  At least a majority of the Audit Committee members        
will not be employees of the Company.  Dr. Benjamin J. Allen was appointed      
to the audit committee subsequent to Mr. Scudder's resignation from the         
Board of Directors.                                                             

The Board does not have a compensation or nominating committee or any       
committee performing similar functions.                                         

Directors' Fees                                                                 

Directors who are not employees of the Company are paid $1,000 for          
attendance at each Board of Directors or committee meeting attended (if the     
committee meeting is held on a day other than the day of a Board meeting),      
and are reimbursed for expenses incurred in attending such meetings.            

PREM14A 6th Page of 12 TOC 1st Previous Next ↓Bottom Just 6th
Board of Directors Interlocks and Insider Participation                         

The 1996 Board of Directors consisted of Russell A. Gerdin, Earl H.         
Scudder, Jr., Richard O. Jacobson, Michael J. Gerdin, and Dr. Benjamin J.       
Allen, all of whom participated in deliberations concerning executive           
officer compensation.  No other individuals participated in such                
deliberations.  During 1996, Mr. Gerdin served as the President and             
Secretary of the Company, and Mr. Scudder served as Assistant Secretary of      
the Company.  The Board of Directors establishes the compensation of Mr.        
Gerdin and reviews compensation set by Mr. Gerdin for other executive           
officers.  Mr. Scudder received no compensation for serving as Assistant        
Secretary.                                                                      

In 1996, the Company leased two office buildings, totaling approximately    
25,000 square feet, a storage building of approximately 3,500 square feet,      
and five acres of land from Mr. Gerdin for $282,000 plus taxes, utilities,      
insurance and maintenance.  The lease expires on May 31, 2000, but is           
renewable for an additional five year term with a cost of living                
adjustment.                                                                     

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE        
"FOR" THE NOMINEES FOR DIRECTOR PRESENTED IN PROPOSAL 1.                        

PREM14A 7th Page of 12 TOC 1st Previous Next ↓Bottom Just 7th
EXECUTIVE COMPENSATION          

The following table sets  forth information concerning the annual and       
long-term compensation paid by the Company to its chief executive officer       
who was the only executive officer who was paid more than $100,000 in           
salary and bonus during the most recent fiscal year (the "Named Officer")       
for services in all capacities for the fiscal years ended December 31,          
1996, 1995, and 1994.                                                           

Summary Compensation Table        

                                      Long-Term Compensation
      Annual Compensation    Awards  Payouts
Name And Principal                         Restricted                         
Position                    Other Annual Stock Options/ LTIP All Other
               Salary Bonus Compensation Award(s) SARs Payouts Compen.
         Year   ($)   ($)      ($)1      ($)    ($)     ($)    ($)
Russell A. Gerdin,                                                              
Chairman and    1996 300,000  -        -         -      -       -      -        
President       1995 300,000  -        -         -      -       -      -        
(Chief Executive                                                                
Officer)        1994 300,000  -        -         -      -       -      -        

1  Other annual compensation did not exceed 10% of Mr. Gerdin's total           
salary for any reported year.                                                   

Board of Directors Report on Executive Compensation                             

The members of the Board of Directors prepared the following report on      
executive compensation:                                                         

The Board of Directors reviews the compensation of the Company's            
executive officers annually.  The compensation of Mr. Gerdin, the Company's     
chief executive officer, is evaluated differently than that of the other        
executive officers.  A summary of the considerations for each is set forth      
below.                                                                          

Chief Executive Officer.  Mr. Gerdin receives a base salary only, with no   
bonus or short or long-term incentives.  The Board of Directors recognizes      
Mr. Gerdin's substantial responsibility and contribution to the Company's       
operating performance, operating margin, revenue and net income growth          
rates, and attainment of Company goals, as well as his large stockholdings.     
At Mr. Gerdin's request, his salary has remained the same since 1986, and       
he has never been paid a bonus.  The Board believes that Mr. Gerdin's           
salary is reasonable compared to similarly situated executives, and that as     
a holder of approximately 43% of the Company's outstanding stock, Mr.           
Gerdin receives an incentive through appreciation in the value of the           
Company's stock.  Because of Mr. Gerdin's request, the Board of Directors       
has not considered or approved an increase in annual compensation or any        
incentive compensation for Mr. Gerdin.  Thus, corporate performance             
directly affects Mr. Gerdin, but not through his compensation by the            
Company.                                                                        

Other Executive Officers.  The Company's other executive officers are       
compensated through a mix of salary and incentive compensation.  In             
establishing compensation, the Board of Directors annually considers (I)        
the Company's operating performance, stock performance, operating margin,       
and revenue and net income growth rates, (ii) team-building skills,             
individual performance, past performance and potential with the Company,        
(iii) local compensation levels and cost of living, and (iv) compensation       
information disclosed by similar publicly-held truckload motor carriers.        
Salary and bonus levels are largely subjective, with individual performance     
being the most important factor.  Compensation levels at other                  

PREM14A 8th Page of 12 TOC 1st Previous Next ↓Bottom Just 8th
publicly-traded truckload motor carriers are used as a general guide, and       
the Board believes that the compensation of its executive officers as a         
group, historically and during the last fiscal year, has been comparable to     
that of other carriers.                                                         

The Board believes that providing an incentive for its executive officers   
to maximize profitability is important.  In 1993, the Company's subsidiary,     
Heartland Express, Inc. of Iowa, adopted a non-qualified deferred               
compensation plan for key management employees designated by the board of       
directors of the subsidiary for a given year.  The total contingent benefit     
available for all participants is a percentage of the Company's previous        
year's net profits equal to one-fourth of one percent of such profits for       
each percentage point (or a fraction thereof) by which the Company's            
operating ratio was less than a specified target.  The operating ratio          
represents the percentage which operating expenses bear to operating            
revenues.  The benefits vest in increments up to age 65, payment is             
deferred until cessation of employment, and all payments are subject to         
certain vesting and forfeiture provisions.  The chief executive officer         
does not participate in the deferred compensation arrangement.  The             
aggregate amount contributed to the plan on behalf of four participants for     
1996 was $130,000.  Under the deferred compensation plan, there is a direct     
relationship between the Company's operating efficiency and the deferred        
amount allocable to the executive officers.  The Board of Directors             
determines the portion of the annual total deferred compensation pool to        
allocate to individual executive officers based upon a subjective               
evaluation of the job performance of each individual executive officer.         

                        Board of Directors
                            Russell A. Gerdin    Benjamin J. Allen
                            Richard O. Jacobson  Michael J. Gerdin

Tuition Award Program                                                           

The Company maintains a tuition award program for the children of certain   
employees, including executive officers.  Contributions to the program are      
based upon the Company's performance.  During 1996, the Company contributed     
$191,000 to the program, based upon 1995 performance.  The Company will         
contribute $229,000 in 1997 based upon 1996 performance.  The amount paid       
to children of the Company's executive officers was $8,933 in 1995 and          
$14,848 in 1996.                                                                

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934            

Section 16(a) of the Securities Exchange Act of 1934 requires the           
Company's officers and directors, and persons who own more than 10% of a        
registered class of the Company's equity securities, to file reports of         
ownership and changes in ownership with the Securities and Exchange             
Commission (the "SEC").  Officers, directors, and greater than 10%              
stockholders are required by SEC regulation to furnish the Company with         
copies of all Section 16(a) forms they file.  Based solely upon a review of     
the copies of such forms furnished to the Company, or written                   
representations that no Forms 5 were required, the Company believes that        
its officers, directors and greater than 10% beneficial owners complied         
with all Section 16(a) filing requirements applicable to them during the        
Company's preceding fiscal year.                                                

PREM14A 9th Page of 12 TOC 1st Previous Next ↓Bottom Just 9th
PRINCIPAL STOCKHOLDERS AND STOCKHOLDINGS OF MANAGEMENT              

The following table sets forth, as of March 19, 1997, the number and        
percentage of outstanding shares of Common Stock beneficially owned by each     
person known by the Company to beneficially own more than 5% of such stock,     
by each director and Named Officer of the Company, and by all directors and     
executive officers of the Company as a group.                                   

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT       
Title of Class  Name and Address of Beneficial Owner  Amount & Nature  %        
                                                of Beneficial   of
                                                      Ownership  Class 1
Common Stock    Russell A. Gerdin, President,                                   
Secretary, and Director                         
2777 Heartland Drive,                           
           Coralville, IA 52241                      12,794,989  42.6%

Common Stock,   Richard O. Jacobson, Director                                   
P.O. Box 224                                    
         Des Moines, IA  50301                           0       *

Common Stock    Benjamin J. Allen, Director                                     
2720 Thompson Drive                             
         Ames, IA  50010                                 0       *

Common Stock    Michael J. Gerdin, Director                                     
2777 Heartland Drive                            
         Coralville, IA  52241                           0       *

Common Stock    Nicholas Company, Inc. (Albert O. Nicholas)                     
700 N. Water Street                             
           Milwaukee, WI  53202                       2,517,786   8.4%

Common Stock    All directors and executive officers                            
           as a group ( 6 individuals)               12,863,271  42.9%

*    Less than one percent (1%).                                                

1    Based upon 30,000,000 outstanding shares at March 19, 1997.                

CERTAIN TRANSACTIONS AND RELATIONSHIPS              

Courtney J. Munson served as a director from 1994 until February 1996       
when he resigned to pursue other business interests.  Prior to Mr. Munson's     
resignation as a director, Mr. Munson and the Company engaged in the            
following transactions on January 15, 1996:  (1) Mr. Munson purchased all       
of the stock of Heartland Monmouth Warehouse Corp. from the Company for         
$150,000 (the Company having acquired the stock of such corporation from        
Mr. Munson and his brother in a March 17, 1994 merger in exchange for 6,434     
shares of Common Stock, valued at approximately $223,600 at the merger          
date); (2) the Company paid Mr. Munson $242,308 in connection with the          
settlement of all issues under his employment agreement; (3) Mr. Munson         
repaid all sums due the Company (approximately $362,000 at December 31,         
1995, plus accrued interest); and (4) the registration rights agreement         
with Mr. Munson and certain members of his family was terminated; provided      
that the Munsons will retain "piggyback" registration rights in certain         
circumstances through March 17, 1997.                                           

PREM14A 10th Page of 12 TOC 1st Previous Next ↓Bottom Just 10th
STOCK PERFORMANCE GRAPH               

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS              
PERFORMANCE GRAPH FOR HEARTLAND EXPRESS               

The following graph compares the cumulative total stockholder return        
of the Company's Common Stock with the cumulative total stockholder return      
of the Nasdaq Stock Market (U.S. Companies) and the Nasdaq Trucking &           
Transportation Stocks commencing December 31, 1991, and ending December 31,     
1996.                                                                           

GRAPH AREA                                  

Legend    

Symbol  Index Desc. 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/29/96       

__  Heartland Express  100.0    185.9    166.7    202.0    204.8    379.2       
--  CRSP index for                                                              
Nasdaq Stock                                                            
Market (U.S.                                                            
Companies)         100.0    116.4    133.6    130.6    184.7    227.2   
..  CRSP Index for                                                            
Nasdaq Trucking                                                         
& Transportation                                                        
Stocks             100.0    122.4    148.7    134.8    157.2    173.7   

The stock performance graph assumes $100 was invested on January 1, 1992.   
There can be no assurance that the Company's stock performance will             
continue into the future with the same or similar trends depicted in the        
graph above.  The Company will not make or endorse any predictions as to        
future stock performance.  The CRSP Index for Nasdaq Trucking &                 
Transportation Stocks includes all publicly held truckload motor carriers       
traded on the Nasdaq Stock Market, as well as all Nasdaq companies within       
the Standard Industrial Code Classifications 3700-3799, 4200-4299,              
4400-4599, and 4700-4799. The Company will provide the names of all             
companies in such index upon request.                                           

PREM14A 11th Page of 12 TOC 1st Previous Next ↓Bottom Just 11th
AUTHORIZATION OF ADDITIONAL COMMON STOCK, REDUCTION OF PAR VALUE,   
AND AMENDMENT OF ARTICLES OF INCORPORATION              
(Proposal 2)              

The Company proposes to amend article Fourth of its articles of             
incorporation to increase the number of authorized shares of common stock       
it has authority to issue and to reduce the par value per share.  Presently     
the Company has 35,000,000 shares of common stock, par value $.10 per           
share, authorized, of which 30,000,000 are outstanding.  The amendment          
would increase the number of authorized shares of common stock to               
395,000,000.  The amendment also would decrease the par value of all            
outstanding shares of common stock, all authorized but unissued shares of       
common stock, and all authorized shares of preferred stock (none of which       
have been issued) from $.10 to $.01 per share.  Since 1990, the Company has     
declared five pro rata stock dividends to holders of common stock.              
Management believes that the stock dividends enhance the liquidity of           
investors' holdings.  The Company also issued shares of common stock in its     
1994 merger of Munson Transportation.  The Company would be limited in its      
ability to declare dividends in the future and to issue shares to raise         
capital or acquire other companies without additional authorized common         
shares.  Heartland has no present intention to engage in any such               
transactions, but the Board of Directors believes that the Company should       
maintain its flexibility.                                                       

The amendment would reduce the par value of the common stock in order to    
decrease state fees payable.  The decrease in par value would cause a shift     
of $2,700,000 from the Company's capital stock account to additional            
paid-in capital.  Total stockholders' equity would not change as a result       
of the amendment.                                                               

The Board of Directors has unanimously approved the proposed amendment      
and recommended its adoption by the stockholders.                               

The changes that would be effected by the amendment follow:                 

PRESENT ARTICLE FOURTH, in relevant part:                             

  The total number of shares of capital stock of all classes which
the Corporation shall have authority to issue is Forty Million    
(40,000,000) shares, of which Thirty-Five Million (35,000,000)    
shares, par value Ten Cents($.10) per share, shall be of a class  
designated "Common Stock" and Five Million (5,000,000) shares, par
value Ten Cents ($.10) per share, shall be of a class designated  
"Preferred Stock".                                                

AMENDED ARTICLE FOURTH, in relevant part:                             

    The total number of sh  ares of capital stock of all classes which
the Corporation shall have authority to issue is Four Hundred     
Million 400,000,000) shares, of which Three Hundred Ninety-Five   
Million (395,000,000) shares, par value One Cent ($.01) per share,
shall be of a class designated "Common Stock", and Five Million   
  (5,000,000) shares, par value One Cent ($.01) per share, shall be of
a class designated "Preferred Stock".  The par value of all common
stock shares outstanding on the date of filing this certificate of
amendment shall be decreased to One Cent ($.01) per share without 
any change in the number of outstanding shares.                   

Newly authorized and outstanding common stock would have voting,            
liquidation, and other rights and preferences identical to the existing         
common stock.  Shares of common stock have no preemptive rights,                

PREM14A Last Page of 12 TOC 1st Previous Next ↓Bottom Just 12th
therefore, there is no guarantee that existing stockholders will be able to     
maintain their percentage ownership of the Company's outstanding shares if      
additional shares are issued.  Approval of the amendment will increase the      
number of shares that could be issued by the Board of Directors.  The           
Company's shares are not entitled to cumulative voting in the election of       
directors, which entitles the holders of a majority of the shares voted at      
a meeting of stockholders to elect 100% of the directors elected.               

Adoption of the amendment requires the affirmative vote of a majority of    
the shares cast at the Annual Meeting.  If the amendment is adopted, an         
amendment to the articles of incorporation will be filed with the Nevada        
Secretary of State, and thereafter the number of shares of common stock         
will be increased ant the par value per share decreased.  If the amendment      
is defeated, the number of authorized common stock shares will remain           
35,000,000 and the par value of both common stock and preferred stock will      
remain $.10.                                                                    

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE        
"FOR" PROPOSAL 2 TO AUTHORIZE ADDITIONAL COMMON STOCK, REDUCE THE  PAR          
VALUE OF ALL CAPITAL STOCK, AND AMEND THE ARTICLES OF INCORPORATION.            

PROPOSAL 3              
RATIFICATION OF SELECTION OF INDEPENDENT              
PUBLIC ACCOUNTANTS              

The Board of Directors has selected Arthur Andersen LLP as independent      
public accountants for the Company for the 1997 fiscal year.  Arthur            
Andersen LLP served as independent public accountants for the Company for       
the fiscal year ended December 31, 1996.  Representatives of Arthur             
Andersen LLP are expected to be present at the Annual Meeting with an           
opportunity to make a statement, if they desire to do so, and to respond to     
appropriate questions.                                                          

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE  
"FOR" PROPOSAL 3 TO RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP AS              
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE COMPANY.                                 

STOCKHOLDER PROPOSALS               

Stockholder proposals intended to be presented at the 1998 Annual Meeting   
of the Stockholders of the Company must be received by the Corporate            
Secretary of the Company at the Company's principal executive offices on or     
before December 9, 1997, to be included in the Company's proxy material         
related to that meeting.                                                        

OTHER MATTERS               

The Board of Directors does not intend to present at the Annual Meeting     
any matters other than those described herein and does not presently know       
of any matters that will be presented by other parties.                         

                               HEARTLAND EXPRESS, INC.

                         Russell A. Gerdin
                              Chairman of the Board,
                               President and Secretary

April 7, 1997

PREM14A	1st Page of 12	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

PREM14A	2nd Page of 12	TOC	1st	Previous	Next	↓Bottom	Just 2nd

PREM14A	3rd Page of 12	TOC	1st	Previous	Next	↓Bottom	Just 3rd

PREM14A	4th Page of 12	TOC	1st	Previous	Next	↓Bottom	Just 4th

PREM14A	5th Page of 12	TOC	1st	Previous	Next	↓Bottom	Just 5th

PREM14A	6th Page of 12	TOC	1st	Previous	Next	↓Bottom	Just 6th

PREM14A	7th Page of 12	TOC	1st	Previous	Next	↓Bottom	Just 7th

PREM14A	8th Page of 12	TOC	1st	Previous	Next	↓Bottom	Just 8th

PREM14A	9th Page of 12	TOC	1st	Previous	Next	↓Bottom	Just 9th

PREM14A	10th Page of 12	TOC	1st	Previous	Next	↓Bottom	Just 10th

PREM14A	11th Page of 12	TOC	1st	Previous	Next	↓Bottom	Just 11th

PREM14A	Last Page of 12	TOC	1st	Previous	Next	↓Bottom	Just 12th

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PRE 14A’ Filing	Date	First	Last	Other Filings

	5/31/00	6
	12/9/97	12
	9/5/97
For Period End:	5/15/97	2	3
	4/7/97	2	12
Filed on:	3/21/97
	3/19/97	2	9
	3/17/97	9
	12/31/96	3	12	10-K, DEF 14A, PRE 14A
	1/15/96	9
	12/31/95	7	9	10-C, 10-K, 8-K, 8-K/A
	12/31/94	7
	3/17/94	9
	1/1/92	10
				List all Filings

↑Top

Filing Submission 0000799233-97-000003 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Heartland Express Inc – ‘PRE 14A’ for 5/15/97 – PREM14A

As of: Friday, 3/21/97 · For: 5/15/97 · Accession #: 799233-97-3 · File #s: 0-15087, 0-15087 (PREM14A)

Preliminary Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents