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:
( ) Preliminary Proxy Statement
(X) 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
<PAGE>
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, 1220 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
<PAGE>
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, 1220 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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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 12/31/96
__ 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.
<PAGE>
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,
<PAGE>
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 and 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
<PAGE>
