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 ss. 240.14a-11c or ss. 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):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
(1) Title 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
(5) Total fee paid N/A
( ) Fee paid previously with preliminary materials N/A
( ) 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 13, 1999
Dear Fellow Stockholders:
The 1999 Annual Meeting of Stockholders (the "Annual Meeting") of Heartland
Express, Inc., a Nevada corporation (the "Company"), will be held at The Clarion
Hotel & Conference Center,1220 First Avenue, Coralville, Iowa, at 8:00 a.m.
local time, on Thursday, May 13,1999, for the following purposes:
1. To consider and act upon a proposal to elect five (5) directors of
the Company;
2. To consider and act upon a proposal to ratify the selection
of Arthur Andersen LLP as independent public accountants for
the Company for 1999; and
3. 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 17, 1999,
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 12, 1999
<PAGE>
HEARTLAND EXPRESS, INC.
2777 Heartland Drive
Coralville, Iowa 52241
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 13, 1999
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 1999 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 13, 1999, 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 12,
1999.
The enclosed copy of the Company's annual report for the fiscal year ended
December 31, 1998, 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 17, 1999
("Stockholders") are entitled to vote, either in person or by valid proxy, at
the Annual Meeting. On the record date of March 17, 1999, the Company had
30,000,000 shares of $0.01 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,
proxies cast "For" or "Against" are included. If no direction is given to the
proxy holder, the proxy will be voted "For" the proposals as specified in this
proxy statement, and, at the discretion of the proxy holder, upon such other
matters as may properly come before the meeting or any adjournment thereof.
Proxies marked "Abstain" 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 five (5) directors to
serve as the Board of Directors until the 2000 Annual Meeting of Stockholders or
until their successors are duly elected and qualified. 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, and Lawrence D.
Crouse, who has been nominated to serve as a director. 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,
director nominee, 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 57 Chairman of the Board,
President, Secretary 1978
- -------------------------- -------- --------------------------- ----------------
John P. Cosaert 51 Executive Vice President
of Finance, Treasurer N/A
- -------------------------- -------- --------------------------- ----------------
Richard L. Meehan 53 Executive Vice President
of Marketing N/A
- -------------------------- -------- --------------------------- ----------------
Richard O. Jacobson1 62 Director 1994
- -------------------------- -------- --------------------------- ----------------
Dr. Benjamin J. Allen1 52 Director 1995
- -------------------------- -------- --------------------------- ----------------
Michael J. Gerdin 29 Director 1996
- -------------------------- -------- --------------------------- ----------------
Lawrence D. Crouse 58 Director nominee - -2
- -------------------------- -------- --------------------------- ----------------
1 Member of the Audit Committee.
2 Mr. Crouse previously served on the Board of Directors from 1986 to 1991.
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
served as President and Chief Executive Officer from 1968 to October 1998 and
Chairman of the Board since October 1998 of Jacobson Warehouse Company, Inc. and
Jacobson Transportation Company, Inc., Des Moines, Iowa. Mr. Jacobson also
serves as a director for Atrion Corporation, Firstar Bank of Des Moines, Firstar
Banks of Iowa, and FelCor Lodging Trust, 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 serves as Professor in the
Department of Logistics Operations, and Management Information Systems and
Department of Economics at Iowa State University. 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 has
served as President of A & M Express, Inc, a subsidiary of the Company, since
September 1998. From July 1997 to September 1998, Mr. Gerdin coordinated the
operations departments of Heartland Express and A & M Express. From 1992 until
July 1997, Mr. Gerdin held a variety of positions within the Company, including
positions in the dispatch, sales, safety, and driver recruiting departments.
Prior to 1992 Mr. Gerdin was a full-time student obtaining his degree in
Business Administration from Luther College.
Lawrence D. Crouse is a business consultant and President of KP
Enterprises, Inc., a real estate holding company with operations in several
states. Mr. Crouse served as Chairman and CEO of Crouse Cartage Company, a
regional, less-than-truckload carrier based in Carroll, Iowa, from 1987 to
December 1996 and as its Vice Chairman from January 1997 to May 1998. Crouse
Cartage is a subsidiary of TransFinancial Holdings, Inc., a publicly traded
company. Mr. Crouse served as Vice President and a director of Transfinancial
Holdings, Inc. from 1991 until May 1998. Mr. Crouse previously served as a
member of the Company's Board of Directors from 1986 to 1991. He is the trustee
of trusts for the benefit of Russell Gerdin's children.
Board of Directors and Committee Meetings
The Board of Directors met three times during the last fiscal year, and all
directors were present at each meeting. The 1998 Audit Committee consisted of
Richard O. Jacobson (Chairman), and Dr. Benjamin J. Allen. The Audit Committee
met three times during 1998, 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. 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 / Certain Transactions
and Relationships.
The 1998 Board of Directors consisted of Russell A. Gerdin, 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 1998, Russell A. Gerdin served as the
President and Secretary of the Company. The Board of Directors establishes the
compensation of Russell A. Gerdin and reviews compensation set by Russell A.
Gerdin for other executive officers.
In 1998, 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 Russell A. 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.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the annual and
long-term compensation paid by the Company to its chief executive officer and
two other named executive officers whose total annual salary and bonus exceeded
$100,000 during the most recent fiscal year (the "Named Officers"), for services
in all capacities for the fiscal years ended December 31, 1998, 1997, and 1996.
Summary Compensation Table
Long-Term Compensation
Name and Principal Annual Compensation Awards Payouts
Position
Other All
Annual Restricted Other
Compen- Stock Options/ LTIP Compen-
Salary Bonus sation Award(s) SARs Payouts sation
Year ($) ($) ($)1 ($) (#) ($) ($)2
Russell A. Gerdin,
Chairman and 1998 300,000 - - - - - -
President (Chief 1997 300,000 - - - - - -
Executive Officer) 1996 300,000 - - - - - -
John P. Cosaert, 1998 106,244 - - - - - -
Executive Vice 1997 98,800 - - - - - 50,000
President,Treasurer,1996 98,800 - - - - - 50,000
and Chief Financial
Officer
Richard L. Meehan, 1998 106,244 - - - - - -
Executive Vice 1997 98,800 - - - - - 50,000
President-Marketing 1996 98,800 - - - - - 50,000
1 Other annual compensation did not exceed 10% of the Named Officers' total
salary for any reported year.
2 All other compensation reflects the Company's contribution to the
non-qualified deferred compensation plan for key management employees.
<PAGE>
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 42% 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 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 for 1998 was $20,000. 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
<PAGE>
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 1998, the Company contributed $246,000 to
the program, based upon 1997 performance. The Company will contribute $234,000
in 1999 based upon 1998 performance. The amount paid to children of the
Company's executive officers was $13,549 in 1997 and $7,612 in 1998.
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, except that two reports reporting two separate
transactions were filed late by Mr. Richard L. Meehan, an executive officer of
the Company.
<PAGE>
PRINCIPAL STOCKHOLDERS AND STOCKHOLDINGS OF MANAGEMENT
The following table sets forth, as of March 15, 1999, 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, director nominee, 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 Percent
of Beneficial of
Ownership Class(1)
- --------------------------------------------------------------------------------
Common Stock Russell A. Gerdin, President,
Secretary, and Director
2777 Heartland Drive,
Coralville, IA 52241 13,340,109 (2) 44.5%
- --------------------------------------------------------------------------------
Common Stock Richard O. Jacobson, Director
P.O. Box 224, Des Moines, IA 50301 222,300 (3) *
- --------------------------------------------------------------------------------
Common Stock Benjamin J. Allen, Director
2720 Thompson Drive, Ames, IA 50010 0 *
- --------------------------------------------------------------------------------
Common Stock Michael J. Gerdin, Director
840 Eastern Star Road,
Kingsport, TN 37663 0 *
- --------------------------------------------------------------------------------
Common Stock Lawrence D. Crouse, Director nominee
2906 South 102nd Street,
Omaha, NE 68124 660,119 (4) 2.2%
- --------------------------------------------------------------------------------
Common Stock John P. Cosaert, Executive
Vice President
2777 Heartland Drive,
Coralville, IA 52241 24,403 *
- --------------------------------------------------------------------------------
Common Stock Richard L. Meehan, Executive
Vice President
2777 Heartland Drive,
Coralville, IA 52241 29,789 (5) *
- --------------------------------------------------------------------------------
Common Stock Nicholas Company, Inc.
(Albert O. Nicholas)
700 N. Water Street,
Milwaukee, WI 53202 4,815,370 16.1%
- --------------------------------------------------------------------------------
Common Stock All directors and executive
officers as a group
( 6 individuals) 13,616,601 45.4%
- --------------------------------------------------------------------------------
* Less than one percent (1%).
1 Based upon 30,000,000 outstanding shares at March 15, 1999.
2 Mr. Gerdin owns 12,694,990 shares directly. An additional 645,119 shares are
held of record by a voting trust, the voting trust certificates of which are
owned by Gerdin Family Investments, L.P. Mr. Gerdin is the general partner of
the limited partnership and has dispositive power over the voting trust
certificates and stock. Mr. Gerdin is not the voting trustee and does not have
the power to vote the shares in the voting trust.
3 Of the shares reported, 158,000 shares are owned directly. The remaining
64,300 share are owned by the Richard O. Jacobson Foundation, a private
foundation established by Mr. Jacobson. Mr. Jacobson has voting and dispositive
power over the shares, but neither he nor any of his family members may receive
distribution from the foundations assets. Accordingly, beneficial ownership is
disclaimed.
4 Of the shares reported, 15,000 shares are owned by Mr. Crouse through his
individual retirement account. The other 645,119 shares are held by Gerdin
Family Investments, L.P., and Mr. Crouse is the voting trustee.
5 All shares are owned directly, except for 9,011 shares held by Mr. Meehan's
wife and 4,693 share held by trusts for the benefit of Mr. Meehan's children.
Mr. Meehan disclaims beneficial ownership of such shares.
<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, 1993, and ending December 31, 1998.
GRAPH AREA
Legend
Symbol Index Desc. 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
__ Heartland Express 100.0 121.2 122.9 227.5 250.8 163.3
- -- CRSP index for
Nasdaq Stock
Market (U.S.
Companies) 100.0 97.8 138.3 170.0 208.5 293.8
.. CRSP Index for
Nasdaq Trucking
& Transportation
Stocks 100.0 90.7 105.8 116.8 149.5 134.5
The stock performance graph assumes $100 was invested on January 1, 1994.
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>
PROPOSAL 2
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 1999 fiscal year.Arthur Andersen LLP
has served as independent public accountants for the Company since the 1994
fiscal year. 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 UNAMINOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
PROPOSAL 2 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 2000 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 8, 1999, 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 12, 1999
<PAGE>
