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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the year ended: Commission file number:
DECEMBER 31, 1998 0-15010
------------------------
MARTEN TRANSPORT, LTD.
(Exact name of registrant as specified in its charter)
DELAWARE 39-1140809
(State of incorporation) (I.R.S. Employer Identification No.)
129 MARTEN STREET
MONDOVI, WISCONSIN 54755
(Address of principal executive offices)
Registrant's telephone number:
(715) 926-4216
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $.01 PER SHARE
------------------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
As of March 22, 1999, 4,477,645 shares of Common Stock of the Registrant
were deemed outstanding, and the aggregate market value of the Common Stock of
the Registrant (based upon the closing price of the Common Stock at that date as
reported by The Nasdaq Stock Market), excluding outstanding shares beneficially
owned by directors and executive officers, was approximately $25,131,550.
Part II of this Annual Report on Form 10-K incorporates by reference
information (to the extent specific pages are referred to in this Report) from
the Registrant's Annual Report to Shareholders for the year ended December 31,
1998 (the "1998 Annual Report"). Part III of this Annual Report on Form 10-K
incorporates by reference information (to the extent specific sections are
referred to in this Report) from the Registrant's Proxy Statement for the annual
meeting to be held May 11, 1999 (the "1999 Proxy Statement").
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FORWARD-LOOKING INFORMATION
THIS ANNUAL REPORT ON FORM 10-K CONTAINS CERTAIN FORWARD-LOOKING
STATEMENTS. ANY STATEMENTS NOT OF HISTORICAL FACT MAY BE CONSIDERED
FORWARD-LOOKING STATEMENTS. WRITTEN WORDS SUCH AS "MAY," "EXPECT," "BELIEVE,"
"ANTICIPATE" OR "ESTIMATE," OR OTHER VARIATIONS OF THESE OR SIMILAR WORDS,
IDENTIFY SUCH STATEMENTS. THESE STATEMENTS BY THEIR NATURE INVOLVE
SUBSTANTIAL RISKS AND UNCERTAINTIES, AND ACTUAL RESULTS MAY DIFFER
MATERIALLY, DEPENDING ON A VARIETY OF FACTORS, SUCH AS THE INDUSTRY DRIVER
SHORTAGE, THE MARKET FOR REVENUE EQUIPMENT, FUEL PRICES AND GENERAL WEATHER
AND ECONOMIC CONDITIONS.
PART I
ITEM 1. BUSINESS
(a) GENERAL DEVELOPMENT OF BUSINESS.
Marten Transport, Ltd. is a long-haul truckload carrier providing
protective service and time-sensitive transportation. "Protective service
transportation" means temperature controlled or insulated carriage of
temperature-sensitive materials and general commodities. We have operating
authority, both contract and common, granted by the Interstate Commerce
Commission ("ICC") and are currently regulated by the United States Department
of Transportation ("DOT") and the Federal Highway Administration ("FHWA").
As of December 31, 1998, we operated a fleet of 1,460 tractors and 2,097
trailers. Most of our trailers are protective service trailers. As of December
31, 1998, 994 tractors and 2,094 trailers in our fleet were company-owned and
466 tractors and 3 trailers were under contract with independent contractors.
As of December 31, 1998, we had 1,337 employees, including 1,026 drivers. Our
employees are not represented by a collective bargaining unit.
Organized under Wisconsin law in 1970, we are a successor to a sole
proprietorship Roger R. Marten founded in 1946. In 1988, we reincorporated
under Delaware law. Our executive offices are located at 129 Marten Street,
Mondovi, Wisconsin 54755. Our telephone number is (715) 926-4216.
(b) FINANCIAL INFORMATION ABOUT SEGMENTS.
Since our inception, substantially all of our revenue, operating profits
and assets have related primarily to one business segment--long-haul truckload
carriage of time- and temperature-sensitive materials and general commodities.
(c) NARRATIVE DESCRIPTION OF BUSINESS.
We specialize in protective service transportation of foods, chemicals and
other products requiring temperature-controlled carriage or insulated carriage.
We also provide dry freight carriage. In 1998, we earned approximately 79% of
our revenue from hauling protective service products and 21% of our revenue from
hauling dry freight. Most of our dry freight loads require the special services
we offer or allow us to position our equipment for hauling protective service
loads. The specialized transportation services we offer include:
- dependable, late-model tractors allowing timely deliveries;
- late-model, temperature controlled trailers;
- scheduled pickups and deliveries;
- assistance in loading and unloading;
- availability of extra trailers placed for customers' convenience;
- sufficient equipment to respond promptly to customers' varying needs;
and
- an on-line computer system, which customers use to obtain information
on the status of deliveries.
MARKETING AND CUSTOMERS
Our senior management and marketing personnel seek customers whose
products require protective or other specialized services and who ship multiple
truckloads per week. To minimize empty miles, we also solicit customers whose
shipping requirements allow us to balance the number of loads originating and
terminating in any given area.
Our marketing strategy emphasizes service. A key element of this strategy
is our strong commitment to satisfying the individualized requirements of our
customers. In addition, we have developed an electronic data interchange
("EDI") system. We use this system to provide customers with current
information on the status of shipments in transit. Customers also place orders,
and we bill customers, electronically using this system. We also use a
satellite tracking system to enhance monitoring of shipment locations.
We maintain marketing offices in our Mondovi, Wisconsin headquarters, as
well as in other locations throughout the United States. Marketing personnel
travel in their regions to solicit new customers and maintain contact with
customers. Once we establish a customer relationship, the customer's primary
contact is one of our customer service managers. Working from our terminal in
Mondovi, the customer service managers regularly contact customers to solicit
additional business on a load-by-load basis. Each customer service manager is
assigned to particular customers and takes responsibility for monitoring overall
transportation, service requirements and shipments for each customer. These
efforts to coordinate shipper needs with equipment availability have been
instrumental in maintaining an average empty mile rate of 6.6% in 1998.
We set our own freight rates instead of using those published by tariff
publishing bureaus. This allows us to offer rates that are more responsive to
market conditions and the level of service required by a particular customer.
We have designed our rate structure to compensate us for the cost of protective
service revenue equipment as well as for hauling loads into areas generating
empty miles.
A single customer, The Pillsbury Company, accounted for approximately 11%
of our revenue in 1998, 13% of our revenue in 1997 and 13% of our revenue in
1996.
OPERATIONS
Our operations are designed to efficiently use our equipment while
emphasizing individualized service to customers. Our EDI system provides
real-time and on-line shipment tracking information, increases equipment
utilization and assists management in long-range planning and trend analysis.
We maintain our dispatch operations in our Mondovi, Wisconsin
headquarters. We assign customer service managers to particular customers and
regions. Customer service managers work closely with our fleet managers,
marketing personnel and drivers. Customer service managers also coordinate with
our marketing personnel to match customer needs with our capacity and location
of revenue equipment. Fleet managers, who are assigned a group of drivers
regardless of load destination, dispatch loads. After dispatching a load, a
fleet
2
manager takes responsibility for its proper and efficient delivery and tracks
the status of that load through daily contact with drivers. During these
daily contacts, fleet managers and drivers discuss the driver's location, load
temperature and any problems. We constantly update this information, along with
information concerning available loads, on our EDI computer system. We use this
computer-generated information to meet delivery schedules, respond to customer
inquiries and match available equipment with loads.
Our primary traffic lanes are between the Midwest and the following
regions: West Coast, Pacific Northwest, Southwest, Southeast and the East Coast;
and from California to the Pacific Northwest and the Midwest. The average
length of a trip (one-way) was 1,081 miles during 1998, 1,092 miles during 1997
and 1,095 miles during 1996. Our loads generally move directly from origin to
destination, which eliminates the need for freight terminals. We operate
maintenance facilities in Mondovi, Wisconsin; Ontario, California; Wilsonville,
Oregon; and Jonesboro, Georgia.
We have agreements with various fuel distributors. These agreements allow
our drivers to purchase fuel at a discount while in transit. We also purchase
fuel in bulk in Mondovi and at our maintenance facilities.
DRIVERS
As of December 31, 1998, we employed 1,026 drivers and had contracts with
independent contractors for the services of 466 tractors. Independent
contractors provide both a tractor and a qualified driver for our use. We
recruit drivers from throughout the United States. The ratio of drivers to
tractors as of December 31, 1998, was approximately 1 to 1. Our drivers are not
represented by a collective bargaining unit. Our turnover of drivers was
approximately 62% in 1998. Based on industry surveys, we believe our driver
turnover rate is in line with the industry.
We select drivers, including independent contractors, using our specific
guidelines for safety records, driving experience and personal evaluations. We
maintain stringent screening, training and testing procedures for our drivers to
reduce the potential for accidents and the corresponding costs of insurance and
claims. We train new drivers at our Wisconsin terminal in all phases of our
policies and operations, as well as in safety techniques and fuel-efficient
operation of the equipment. All new drivers must also pass DOT required tests
prior to assignment to a vehicle. We maintain a toll-free number, satellite
tracking and a staff of fleet managers to communicate and support drivers while
on the road for extended periods.
To retain qualified drivers and promote safe operations, we purchase
premium quality tractors and equip them with optional comfort and safety
features. These features include air ride suspension on the chassis and cab,
air conditioning, high-quality interiors, power steering, engine brakes and
double sleeper cabs.
We pay company-employed drivers a fixed rate per mile. The rate increases
based on length of service. Drivers are also eligible for bonuses based upon
safe, efficient driving. We believe that our compensation program provides an
important incentive to attract and retain qualified drivers. Drivers that have
been with us for at least six months are also eligible to purchase shares of our
Common Stock under a stock purchase plan we sponsor. We pay the brokerage
commissions on purchases and the plan's administrative costs.
We pay independent contractors a fixed rate per mile. Independent
contractors pay for their own fuel, insurance, maintenance and repairs.
Independent contractors that have been under contract with us for at least six
months are also eligible to purchase shares of our Common Stock under a stock
purchase plan we sponsor. We pay the brokerage commissions on purchases and the
plan's administrative costs.
REVENUE EQUIPMENT
The trucking industry requires significant capital investment in revenue
equipment. We finance a portion of our revenue equipment purchases using
long-term debt. We purchase tractors and trailers
3
manufactured to our specifications. Freightliner or Peterbilt manufacture most
of our tractors. Most of our tractors are equipped with 435/500 or 370/435
horsepower Detroit Diesel or Cummins engines. These engines enable the
equipment to maintain constant speed with optimum fuel economy under conditions
often encountered by our equipment, such as mountainous terrain and maximum
weight loads. Utility, Great Dane or Wabash manufacture most of our single van
trailers. Most of our trailers are equipped with Thermo-King cooling and
heating equipment. Our single van refrigerated trailers are either 53 feet long
(1,605 trailers) or 48 feet long (489 trailers). All of our trailers are 102
inches wide and have at least 106 inches of inside height. We standardize
equipment to simplify driver training, control the cost of spare parts
inventory, enhance our preventive maintenance program and increase fuel economy.
The following table shows the type and age of equipment we own as of
December 31, 1998:
Model Year Tractors Single Van Trailers
---------- -------- -------------------
1999 144 232
1998 189 593
1997 230 376
1996 319 471
1995 110 236
1994 1 155
1993 - 30
1992 1 -
1990 - 1
--- -----
Total 994 2,094
--- -----
--- -----
We replace our tractors and trailers based on factors such as age, the
market for used equipment and improvements in technology and fuel efficiency.
We have a comprehensive maintenance program for our company-owned tractors and
trailers to minimize equipment downtime and enhance resale or trade-in value.
We regularly perform inspections, repairs and maintenance at our facilities in
Mondovi, Wisconsin; Ontario, California; Jonesboro, Georgia; and Wilsonville,
Oregon, and at independent contract maintenance facilities.
EMPLOYEES
As of December 31, 1998, we employed 1,337 people. This total consists of
1,026 drivers, 116 mechanics and maintenance personnel, along with 195 support
personnel. Support personnel includes management and administration. Our
employees are not represented by a collective bargaining unit. We consider
relations with our employees to be good.
COMPETITION
The trucking industry is highly competitive. Our primary competitors are
other protective service truckload carriers and private carriage fleets. For
freight not requiring protective service trailers, our competitors also include
dry freight truckload carriers and railroads. To compete, we rely primarily on
our quality of service and our ability to provide protective service and other
specialized services. We have substantially less financial resources, own less
equipment and carry less freight than several other truckload carriers offering
protective service.
REGULATION
We are a motor common and contract carrier. The DOT and the FHWA, along
with various state agencies, regulate our operations. These regulatory
authorities have broad powers, generally governing
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activities such as authority to engage in motor carrier operations, rates and
charges, and certain mergers, consolidations and acquisitions. The Motor
Carrier Act of 1980 (the "MCA") substantially increased competition among motor
carriers and limited the level of regulation in the industry. The MCA allowed
applicants to obtain ICC operating authority more easily and allowed interstate
motor carriers to change their rates without ICC approval. The law also removed
many route and commodity restrictions. The Trucking Industry Regulatory Reform
Act of 1994 (the "TIRRA") has further increased industry competition and limited
industry regulation. The TIRRA repealed tariff filing for individually
determined rates, simplified the granting of operating authority, and pre-empted
price, route and service regulation by the states. Effective January 1, 1996,
the ICC Termination Act of 1995 abolished the ICC and transferred its regulatory
authority to the DOT and the FHWA.
Motor carrier operations are subject to the DOT's safety requirements
governing interstate operations. Matters such as weight and dimensions of
equipment are also regulated by federal and state authorities.
We also have operating authority between the United States and the
Canadian Provinces of Alberta, British Columbia, Manitoba, Ontario, Quebec and
Saskatchewan.
ITEM 2. PROPERTIES
Our executive offices and principal terminal are located on approximately
seven acres in Mondovi, Wisconsin. This facility consists of approximately
28,000 square feet of office space and approximately 21,000 square feet of
equipment repair and maintenance space. Originally constructed in 1965, these
facilities were expanded in 1971, 1980, 1987 and 1993.
We maintain a maintenance facility in Ontario, California. We purchased
this facility in 1997 for $1.5 million from R & R Properties, a
sole-proprietorship owned by Randolph L. Marten. From 1985 through 1997, we
leased this facility from R & R Properties. Total rental expense for this lease
was $126,000 per year during 1995 through 1997. This facility includes
approximately 2,700 square feet of office space, 8,000 square feet of equipment
repair and maintenance space and a parking lot of 150,000 square feet.
We purchased a maintenance facility in Jonesboro, Georgia in 1993. The
building at this facility is approximately 12,500 square feet and consists of
office space and a two and one-half bay service and repair space. This facility
also has parking for up to forty tractors and trailers.
We purchased a maintenance facility in Wilsonville, Oregon in 1995. The
building at this facility is approximately 20,000 square feet and consists of
office space and an eight-bay service and repair space. This facility also has
an eight-acre paved and fenced yard area.
ITEM 3. LEGAL PROCEEDINGS
We periodically are a party to routine litigation incidental to our
business. Primarily, this litigation involves claims for personal injury and
property damage caused while transporting freight. There are currently no
material pending legal, governmental, administrative or other proceedings to
which we are a party or of which any of our property is the subject which are
unreserved.
We partially self-insure for losses relating to workers' compensation,
auto liability, general liability and cargo claims, along with employees' group
health benefits. We self-insure for property damage claims. We also maintain
an insurance policy that limits annual total losses to $7.5 million for auto
liability, workers' compensation and general liability claims. We believe that
our current liability limit is reasonable. However, we could suffer losses over
our policy limits. Losses in excess of our policy limits could negatively
affect our financial condition.
5
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the year ended December 31, 1998.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
Our executive officers, with their ages and the offices held as of
March 1, 1999, are as follows:
Name Age Position
---- --- ---------
Randolph L. Marten 46 Chairman of the Board, President
and Director
Darrell D. Rubel 53 Executive Vice President, Chief
Financial Officer, Treasurer,
Assistant Secretary and Director
Robert G. Smith 55 Chief Operating Officer and Vice
President of Operations
Timothy P. Nash 47 Vice President of Sales
Franklin J. Foster 42 Vice President of Finance
Randolph L. Marten has been a full-time employee since 1974. Mr. Marten
has been a Director since October 1980, our President since June 1986 and our
Chairman of the Board since August 1993. Mr. Marten also served as our Chief
Operating Officer from June 1986 until August 1998 and as a Vice President from
October 1980 to June 1986.
Darrell D. Rubel has been a Director since February 1983, our Chief
Financial Officer since January 1986, our Treasurer since June 1986, our
Executive Vice President since May 1993 and our Assistant Secretary since August
1987. Mr. Rubel also served as our Secretary from June 1986 until August 1987
and as a Vice President from January 1986 until May 1993.
Robert G. Smith has been our Chief Operating Officer since August 1998 and
our Vice President of Operations since June 1993. Mr. Smith also served as our
Director of Operations from September 1989 to June 1993. Mr. Smith served as
director of operations for Transport Corporation of America, an irregular-route
truckload carrier, from January 1985 to September 1989.
Timothy P. Nash has been our Vice President of Sales since November 1990
and served as our Regional Sales Manager from July 1987 to November 1990. Mr.
Nash served as a regional sales manager for Overland Express, Inc., a
long-haul truckload carrier, from August 1986 to July 1987.
Franklin J. Foster has been our Vice President of Finance since December
1991 and served as our Director of Finance from January 1991 to December 1991.
Mr. Foster served as a vice president in commercial banking for First Bank
National Association from October 1985 to January 1991.
Our executive officers are elected by the Board of Directors to serve
one-year terms.
6
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information in the "Common Stock Data" section of our 1998 Annual
Report on page 12 is incorporated in this Report by reference.
We had no unregistered sales of equity securities during the fourth
quarter of the year ended December 31, 1998.
ITEM 6. SELECTED FINANCIAL DATA
The financial information in the "Five-Year Financial Summary" section
of our 1998 Annual Report on the inside front cover thereof is incorporated in
this Report by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information in the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" section of our 1998 Annual Report
on pages 2 through 4 is incorporated in this Report by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our credit facility described in Note 2 to the financial statements as
well as in the Management's Discussion and Analysis carries interest rate risk.
Amounts borrowed under this agreement are subject to interest charges at a rate
equal to either the London Interbank Offered Rate plus applicable margins, or
the bank's Reference Rate. The Reference Rate is generally the prime rate.
Should the lender's Reference Rate change, our interest expense will increase or
decrease accordingly. As of December 31, 1998, we had borrowed approximately
$4.8 million subject to interest rate risk. On this amount, a 1% increase in
the interest rate would cost us $48,000 in additional gross interest cost on an
annual basis.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our Financial Statements and the Report of Independent Public
Accountants on pages 5 through 12 of our 1998 Annual Report are incorporated in
this Report by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
A. DIRECTORS OF THE REGISTRANT.
The information in the "Election of Directors--Information About
Nominees" and "Election of Directors--Other Information About Nominees" sections
of our 1999 Proxy Statement is incorporated in this Report by reference.
7
B. EXECUTIVE OFFICERS OF THE REGISTRANT.
Information about our executive officers is included in this Report
under Item 4A, "Executive Officers of the Registrant."
C. COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
The information in the "Section 16(a) Beneficial Ownership Reporting
Compliance" section of our 1999 Proxy Statement is incorporated in this Report
by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information in the "Election of Directors--Director Compensation"
and "Compensation and Other Benefits" sections of our 1999 Proxy Statement is
incorporated in this Report by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information in the "Principal Stockholders and Beneficial
Ownership of Management" section of our 1999 Proxy Statement is incorporated in
this Report by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information in the "Certain Transactions" section of our 1999
Proxy Statement is incorporated in this Report by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. FINANCIAL STATEMENTS:
The following Financial Statements are incorporated in this
Report by reference from the pages noted in our 1998 Annual
Report:
Report of Independent Public Accountants - page 12
Balance Sheets as of December 31, 1998 and 1997 - page 5
Statements of Operations for the years ended
December 31, 1998, 1997 and 1996 - page 6
Statements of Changes in Shareholders' Investment for
the years ended December 31, 1998, 1997 and 1996 - page 6
Statements of Cash Flows for the years ended December 31,
1998, 1997 and 1996 - page 7
Notes to Financial Statements - pages 8 through 12
2. FINANCIAL STATEMENT SCHEDULES:
None.
8
3. EXHIBITS:
The exhibits to this Report are listed in the Exhibit Index
on pages 11 through 13. A copy of any of the exhibits
listed will be sent at a reasonable cost to any shareholder
as of March 22, 1999. Requests should be sent to Darrell D.
Rubel, Executive Vice President and Chief Financial Officer,
at our corporate headquarters.
The following is a list of each management contract or
compensatory plan or arrangement required to be filed as an
exhibit to this Report under Item 14(c):
(1) Marten Transport, Ltd. 1986 Incentive Stock Option
Plan, as amended.
(2) Marten Transport, Ltd. 1986 Non-Statutory Stock
Option Plan, as amended.
(3) Employment Agreement, dated May 1, 1993, with
Darrell D. Rubel.
(4) Marten Transport, Ltd. 1995 Stock Incentive Plan.
(5) Amendment to Employment Agreement, dated January
27, 1999, with Darrell D. Rubel
(b) REPORTS ON FORM 8-K FILED IN THE FOURTH QUARTER OF 1998:
None.
9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Marten Transport, Ltd., the Registrant, has duly caused
this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: March 26, 1999 MARTEN TRANSPORT, LTD.
By /s/ Randolph L. Marten
-----------------------------------
Randolph L. Marten
Chairman of the Board and President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below on March 26, 1999 by the following persons on
behalf of the Registrant and in the capacities indicated.
Signature Title
--------- ------
/s/ Randolph L. Marten Chairman of the Board, President
- --------------------------- (Principal Executive Officer) and Director
Randolph L. Marten
/s/ Darrell D. Rubel Executive Vice President, Chief Financial
- --------------------------- Officer, Treasurer, Assistant Secretary
Darrell D. Rubel (Principal Financial and Accounting
Officer) and Director
/s/ Larry B. Hagness Director
- ---------------------------
Larry B. Hagness
/s/ Thomas J. Winkel Director
- ---------------------------
Thomas J. Winkel
/s/ Jerry M. Bauer Director
- ---------------------------
Jerry M. Bauer
/s/ Christine K. Marten Director
- ---------------------------
Christine K. Marten
10
MARTEN TRANSPORT, LTD.
EXHIBIT INDEX TO ANNUAL REPORT
ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1998
ITEM NO. ITEM FILING METHOD
-------- ---- --------------
3.1 Certificate of Incorporation of the Company. . . Incorporated by reference to
Exhibit 4.1 of the Company's
Registration Statement on Form S-8
(File No. 33-75648).
3.2 Bylaws of the Company. . . . . . . . . . . . . . Incorporated by reference to
Exhibit 4.2 of the Company's
Registration Statement on Form S-8
(File No. 33-75648).
4.1 Specimen form of the Company's
Common Stock Certificate . . . . . . . . . . . . Incorporated by reference to
Exhibit 4.1 of the Company's
Registration Statement on Form S-1
(File No. 33-8108).
4.2 Certificate of Incorporation of the Company. . . See Exhibit 3.1 above.
4.3 Bylaws of the Company. . . . . . . . . . . . . . See Exhibit 3.2 above.
9.1 Voting Trust Agreement dated February 14,
1983, as amended . . . . . . . . . . . . . . . . Incorporated by reference to
Exhibit 9.1 of the Company's
Registration Statement on Form S-1
(File No. 33-8108).
9.2 Agreement regarding Voting Trust
Agreement, dated May 4, 1993 . . . . . . . . . . Incorporated by reference to
Exhibit 19.2 of the Company's
Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993
(File No. 0-15010).
10.1 Marten Transport, Ltd. 1986 Incentive
Stock Option Plan, as amended. . . . . . . . . . Incorporated by reference to
Exhibit 10.1 of the Company's
Annual Report on Form 10-K for the
year ended December 31, 1986 (File
No. 0-15010).
10.2 Marten Transport, Ltd. 1986 Non-Statutory
Stock Option Plan, as amended. . . . . . . . . . Incorporated by reference to
Exhibit 10.2 of the Company's
Annual Report on Form 10-K for the
year ended December 31, 1987 (File
No. 0-15010).
10.3 Stock Restriction Agreement among
Roger R. Marten, Randolph L. Marten
and Darrell D. Rubel . . . . . . . . . . . . . . Incorporated by reference to
Exhibit 10.5 of the Company's
Registration Statement on Form S-1
(File No. 33-8108).
11
ITEM NO. ITEM FILING METHOD
-------- ---- --------------
10.4 Agreement on Credit Terms dated January 5,
1990 between the Company and First Bank
National Association . . . . . . . . . . . . . . Incorporated by reference to
Exhibit 10.10 of the Company's
Annual Report on Form 10-K for the
year ended December 31, 1989 (File
No. 0-15010).
10.5 Amendment to Agreement on Credit Terms dated
July 31, 1990 between the Company and First
Bank National Association. . . . . . . . . . . . Incorporated by reference to
Exhibit 10.10 of the Company's
Annual Report on Form 10-K for the
year ended December 31, 1990 (File
No. 0-15010).
10.6 Security Agreement dated January 12,
1990, as amended, between the Company
and First Bank National Association. . . . . . . Incorporated by reference to
Exhibit 10.15 of the Company's
Annual Report on Form 10-K for the
year ended December 31, 1992 (File
No. 0-15010).
10.7 Second Amendment to Agreement on
Credit Terms dated May 31, 1991
between the Company and First
Bank National Association. . . . . . . . . . . . Incorporated by reference to
Exhibit 10.16 of the Company's
Annual Report on Form 10-K for the
year ended December 31, 1992 (File
No. 0-15010).
10.8 Amendment No. 3 to Agreement on
Credit Terms dated May 17, 1993
between the Company and First
Bank National Association. . . . . . . . . . . . Incorporated by reference to
Exhibit 19.3 of the Company's
Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993
(File No. 0-15010).
10.9 Employment Agreement dated May 1,
1993 between the Company and Darrell D. Rubel. . Incorporated by reference to
Exhibit 19.1 of the Company's
Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993
(File No. 0-15010).
10.10 Stock Redemption Agreement dated
June 21, 1994 between the Company
and Darrell D. Rubel, as Personal
Representative of the Estate of Roger R.
Marten . . . . . . . . . . . . . . . . . . . . . Incorporated by reference to
Exhibit 10.16 of the Company's
Annual Report on Form 10-K for the
year ended December 31, 1994 (File
No. 0-15010).
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ITEM NO. ITEM FILING METHOD
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10.11 Marten Transport, Ltd. 1995 Stock Incentive
Plan . . . . . . . . . . . . . . . . . . . . . . Incorporated by reference to
Exhibit 10.18 of the Company's
Annual Report on Form 10-K for the
year ended December 31, 1994 (File
No. 0-15010).
10.12 Note Purchase and Private Shelf Agreement
dated October 30, 1998, between the Company
and The Prudential Insurance Company of
America. . . . . . . . . . . . . . . . . . . . . Incorporated by reference to
Exhibit 10.12 of the Company's
Quarterly Report on Form 10-Q for
the quarter ended September 30,
1998 (File No. 0-15010).
10.13 Credit Agreement dated October 30, 1998,
between the Company and U.S. Bank National
Association. . . . . . . . . . . . . . . . . . . Incorporated by reference to
Exhibit 10.13 of the Company's
Quarterly Report on Form 10-Q for
the quarter ended September 30,
1998 (File No. 0-15010).
10.14 Amendment to Employment Agreement, dated
January 27, 1999, between the Company and
Darrell D. Rubel . . . . . . . . . . . . . . . . Filed with this Report.
13.1 1998 Annual Report to Shareholders . . . . . . . Filed with this Report.
23.1 Consent of Arthur Andersen LLP . . . . . . . . . Filed with this Report.
27.1 Financial Data Schedule. . . . . . . . . . . . . Filed with this Report.
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