MARTEN TRANSPORT LTD
8-K, 1997-12-05
TRUCKING (NO LOCAL)
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549

                             -----------------------

                                    FORM 8-K

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                            -------------------------

               Date of Report (Date of earliest event reported):  
                                November 24, 1997

                             -----------------------

                             MARTEN TRANSPORT, LTD.
                             ----------------------
             (Exact name of registrant as specified in its charter)


        Delaware                     0-15010                   39-1140809
        --------                     -------                   ----------
(State of incorporation)           (Commission              (I.R.S. Employer
                                  File Number)             Identification No.)


                  129 Marten Street, Mondovi, Wisconsin   54755
               ---------------------------------------------------
               (Address of principal executive offices) (zip code)


Registrant's telephone number, including area code:  715/926-4216
                                                     ------------


                                        
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Item 5.   OTHER EVENTS.

     On October 24, 1997, the Board of Directors of Marten Transport, Ltd. (the
"Company") authorized a three-for-two stock split of the Company's common stock,
$.01 par value (the "Stock Split").  The Stock Split entitles each shareholder
to receive an additional one-half share for each outstanding share of common
stock held of record as of the close of business on December 15, 1997.  The
shares will be distributed on or about January 5, 1998.  The Stock Split will be
effected in the form of a dividend, using authorized but unissued shares of the
Company's common stock.

     Filed herewith as Exhibit 99.1 and incorporated herein by reference is a
copy of the press release, dated November 24, 1997, announcing the Stock Split.

Item 7.   FINANCIAL STATEMENTS AND EXHIBITS.

          c.   EXHIBITS

               99.1 Press Release, dated November 24, 1997



                                        
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                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                   MARTEN TRANSPORT, LTD.


                                   /s/ Darrell D. Rubel                    
                                   ----------------------------------------
                                   Darrell D. Rubel
                                   Executive Vice President and Treasurer
                                   (Chief Financial Officer)

Dated:  November 24, 1997


                                        
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                                INDEX TO EXHIBITS

Exhibit No.    Item                                         Method of Filing
- -----------    ----                                         ----------------
99.1           Press Release, dated November 24, 1997       Filed herewith   
                                                            electronically.

 

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                                                                    EXHIBIT 99.1


DATE:   November 24, 1997

FROM:                                             FOR:
Padilla Speer Beardsley Inc.                      Marten Transport, Ltd.
224 Franklin Avenue West                          129 Marten Street
Minneapolis, Minnesota 55404                      Mondovi, Wisconsin 54755
                                                  (Nasdaq: MRTN)

Kathy Burnham                                     Darrell D. Rubel
(612) 872-3744                                    (715) 926-4216




FOR IMMEDIATE RELEASE

MARTEN TRANSPORT, LTD. ANNOUNCES
THREE-FOR-TWO STOCK SPLIT

MONDOVI, Wis., Nov. 24, 1997 -- Marten Transport, Ltd. announced today that its
Board of Directors has declared a three-for-two stock split of the company's
common stock.  The stock split will be effected in the form of a stock dividend
distributed January 5, 1998, to shareholders of record as of December 15, 1997. 
The stock split will increase the number of outstanding shares of common stock
from 2,975,116 to 4,462,674.

     Randolph L. Marten, the company's President and Chief Operating Officer,
said, "This three-for-two stock split is part of our strategy to create a
broader market for our stock, thereby benefiting both the company and its
shareholders.  This action makes our market price more accessible to a larger
number of individual investors, which should expand the market for our stock and
enhance liquidity."

      Marten Transport, Ltd., with headquarters in Mondovi, Wis., strives to be
the premier supplier of time- and temperature-sensitive truckload motor carrier
services to customers nationwide.  The company serves customers with more
demanding delivery deadlines or those who ship products requiring modern
temperature-controlled trailers to protect goods.  The company's common stock is
traded on the Nasdaq National Market System under the symbol MRTN. 

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