SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
AMENDMENT NO. 2
HEARTLAND EXPRESS, INC
(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
422347 10 4
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(CUSIP Number)
Russell A. Gerdin
901 North Kansas Avenue
North Liberty, IA 52317
Telephone: (319) 626-3600
Facsimile: (319) 626-3355
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With a copy to:
Mark Scudder, Esq.
Scudder Law Firm, P.C., L.L.O.
411 South 13th Street, 2nd Floor
Lincoln, NE 68508
July 11, 2007
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") or otherwise subject to the
liabilities of that section of the Exchange Act but shall be subject to all
other provisions of the Exchange Act (however, see the Notes).
CUSIP NO.: 422347 10 4
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
Russell A. Gerdin, individually and as trustee of the Russell A. Gerdin
Revocable Trust and Mrs. Gerdin's GRATS (as defined below)
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)[ ]
(b)[X]
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3. SEC USE ONLY
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4. Source of Funds (See Instructions)
OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
[ ]
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6. Citizenship or Place of Organization
United States of America
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Number of 7. Sole Voting Power
Shares Beneficially
Owned by Each 24,412,899 (1) (2)
Reporting --- --------------------------------------------
Person with 8. Shared Voting Power
0
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9. Sole Dispositive Power
30,150,830 ((3)) (4)
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
30,150,830((3))((4))
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
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13. Percent of Class Represented by Amount in Row (11)
31.4%((5))
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14. Type of Reporting Person (See Instructions)
IN
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(1) Comprised of (i) 16,412,899 shares of Common Stock, par value $0.01 per
share ("Common Stock"), of Heartland Express, Inc. (the "Issuer") owned by
the Russell A. Gerdin Revocable Trust ("Mr. Gerdin's Revocable Trust"); and
(ii) 8,000,000 of the shares of Common Stock owned by grantor retained
annuity trusts established by Mr. Gerdin's spouse for the benefit of Mr.
and Mrs. Gerdin's children ("Mrs. Gerdin's GRATS"). As the trustee of Mr.
Gerdin's Revocable Trust, Mr. Gerdin holds the sole power to vote and
dispose of the shares owned by the trust and may amend, modify, or revoke
the trust at any time. As the trustee of Mrs. Gerdin's GRATS, Mr. Gerdin
has voting power over 8,000,000 of the shares owned by Mrs. Gerdin's GRATS.
(2) Does not include 6,078,077 shares of Common Stock owned by the Ann S.
Gerdin Revocable Trust. Ann Gerdin, Mr. Gerdin's spouse, holds the sole
power to vote and dispose of such shares as the trustee of the trust and
may amend, modify, or revoke the trust at any time.
(3) Comprised of (i) 16,412,899 shares of Common Stock owned by the Russell A.
Gerdin Revocable Trust; (ii) 1,936,276 shares of Common Stock represented
by voting trust certificates which are owned by Gerdin Family Investments,
LP ("GFI"); and (iii) 11,801,655 shares of Common Stock owned by Mrs.
Gerdin's GRATS. As the general partner of GFI, Mr. Gerdin has dispositive
power over the shares represented by voting trust certificates owned by
GFI, but neither Mr. nor Mrs. Gerdin has voting power over such shares. As
the trustee of Mrs. Gerdin's GRATS, Mr. Gerdin has dispositive power over
all of the shares owned by Mrs. Gerdin's GRATS but has voting power over
only 8,000,000 of such shares. Mrs. Gerdin does not have voting power over
any of the shares owned by Mrs. Gerdin's GRATS.
(4) Does not include 6,078,077 shares of Common Stock owned by the Ann S.
Gerdin Revocable Trust; or (ii) 2,462,661 shares owned by grantor retained
annuity trusts established by Mr. Gerdin for the benefit of Mr. and Mrs.
Gerdin's children ("Mr. Gerdin's GRATS"). As the trustee of Mr. Gerdin's
GRATS, Mrs. Gerdin has dispositive power over the shares owned by Mr.
Gerdin's GRATS but neither Mr. nor Mrs. Gerdin has voting power over such
shares.
(5) Based on 96,157,633 shares of Common Stock outstanding as of June 30, 2008.
CUSIP NO.: 422347 10 4
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
Ann S. Gerdin, individually and as trustee of the Ann S. Gerdin Revocable
Trust and Mr. Gerdin's GRATS
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)[ ]
(b)[X]
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3. SEC USE ONLY
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4. Source of Funds (See Instructions)
OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
[ ]
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6. Citizenship or Place of Organization
United States of America
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Number of 7. Sole Voting Power
Shares Beneficially
Owned by Each 6,078,077 (1) (2)
Reporting --- --------------------------------------------
Person with 8. Shared Voting Power
0
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9. Sole Dispositive Power
8,540,738 (3) (4)
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
8,540,738 (3) (4)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
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13. Percent of Class Represented by Amount in Row (11)
8.9%((5))
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14. Type of Reporting Person (See Instructions)
IN
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(1) Comprised of 6,078,077 shares of Common Stock owned by the Ann S. Gerdin
Revocable Trust. Mrs. Gerdin holds the sole power to vote and dispose of
such shares as the trustee of the trust and may amend, modify, or revoke
the trust at any time.
(2) Does not include 16,412,899 shares of Common Stock owned by the Russell A.
Gerdin Revocable Trust. Mr. Gerdin holds the sole power to vote and dispose
of such shares as the trustee of the trust and may amend, modify, or revoke
the trust at any time.
(3) Comprised of 6,078,077 shares of Common Stock owned by the Ann S. Gerdin
Revocable Trust; and (ii) 2,462,661 shares owned by Mr. Gerdin's GRATS. As
the trustee of Mr. Gerdin's GRATS, Mrs. Gerdin has dispositive power over
the shares owned by Mr. Gerdin's GRATS but neither Mr. nor Mrs. Gerdin has
voting power over such shares.
(4) Does not include (i) 16,412,899 shares of Common Stock owned by the Russell
A. Gerdin Revocable Trust; (ii) 1,936,276 shares of Common Stock
represented by voting trust certificates owned by GFI; or (iii) 11,801,655
shares of Common Stock owned by Mrs. Gerdin's GRATS. As the general partner
of GFI, Mr. Gerdin has dispositive power over the shares represented by
voting trust certificates owned by GFI, but neither Mr. nor Mrs. Gerdin has
voting power over such shares. As the trustee of Mrs. Gerdin's GRATS, Mr.
Gerdin has dispositive power over all of the shares owned by Mrs. Gerdin's
GRATS but has voting power over only 8,000,000 of such shares. Mrs. Gerdin
does not have voting power over any of the shares owned by Mrs. Gerdin's
GRATS.
(5) Based on 96,157,633 shares of Common Stock outstanding as of June 30, 2008.
Russell A. Gerdin previously filed Schedule 13G pursuant to
the provisions of Rule 13d-1(d).
Item 1. Security and Issuer.
This statement on Schedule 13D (this "Statement") relates to the Common
Stock, par value $0.01 per share (the "Common Stock"), of Heartland Express,
Inc., a Nevada corporation (the "Issuer"). The principal executive offices of
the Issuer are located at 901 North Kansas Avenue, North Liberty, IA 52317.
Item 2. Identity and Background.
(a) This Statement is being filed jointly on behalf of Russell A. Gerdin
and Ann S. Gerdin (together, the "Reporting Persons"). The Reporting Persons may
be deemed to be members of a group within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended. The filing of this Statement,
however, should not be deemed an admission that the Reporting Persons comprise a
group for purposes of Section 13(d)(3).
(b) The business address of the Reporting Persons is 901 North Kansas
Avenue, North Liberty, IA 52317.
(c)
Mr. Gerdin
The principal occupation of Mr. Gerdin is chief executive officer of the
Issuer. The principal business address of the Issuer is 901 North Kansas Avenue,
North Liberty, IA 52317.
Mrs. Gerdin
The principal occupation of Mrs. Gerdin is homemaker. She is also involved
in civic and philanthropic commitments. Mrs. Gerdin's business address is 901
North Kansas Avenue, North Liberty, IA 52317.
(d) - (e) During the last five years, neither of the Reporting Persons has
been: (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) The Reporting Persons are citizens of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
On July 11, 2007, Mr. Gerdin became trustee over shares owned by certain
grantor attained annuity trusts established by Mrs. Gerdin for the benefit of
Mr. and Mrs. Gerdin's children ("Mrs. Gerdin's GRATS"), and Mrs. Gerdin became
trustee over shares owned by certain grantor attained annuity trusts established
by Mr. Gerdin for the benefit of Mr. and Mrs. Gerdin's children ("Mr. Gerdin's
GRATS" and together with Mrs. Gerdin's GRATS, the "GRATS"). By virtue of Mr.
Gerdin becoming trustee of Mrs. Gerdin's GRATS, he received dispositive power
over the shares owned by Mrs. Gerdin's GRATS. By virtue of Mrs. Gerdin becoming
trustee of Mr. Gerdin's GRATS, she received dispositive power over the shares
owned by Mr. Gerdin's GRATS. Thus, Mr. and Mrs. Gerdin are each individually
deemed to beneficially own the shares owned by the GRATS over which he or she
serves as trustee pursuant to Rule 13d-3 of the Securities Exchange Act of 1934,
as amended. Except for 8,000,000 shares owned by Mrs. Gerdin's GRATS, over which
Mr. Gerdin has voting power, neither of the Reporting Persons has voting power
over the shares owned by the GRATS. The Reporting Persons did not pay money or
other consideration in connection with becoming the trustee of the respective
GRATS or in obtaining beneficial ownership of the shares owned by the GRATS.
By virtue of becoming the trustees, the Reporting Persons were deemed to
have acquired beneficial ownership over the following number of shares:
Mr. Gerdin: 12,372,510 shares
Mrs. Gerdin: 3,710,555 shares
By virtue of becoming the respective trustees, the Reporting Persons have
an obligation to file this Schedule 13D.
See Item 4 also.
Item 4. Purpose of Transaction.
In addition to the transaction described in Item 3, in the future, each
Reporting Person from time to time may use his or her personal funds to purchase
Common Stock for investment purposes. Depending on the volume of any such
purchases, if any are made, it is possible that either Mr. Gerdin or Mrs. Gerdin
or both Mr. and Mrs. Gerdin together, may become the beneficial owner of more
than 50% of the outstanding Common Stock of the Issuer. The Reporting Persons
have not made any such purchases to date. If any such purchases are made, the
Reporting Persons may cease buying the Common Stock at any time. The Reporting
Persons may purchase Common Stock in the open market or in privately negotiated
transactions, or otherwise. The Reporting Persons intend to participate in and
influence the affairs of the Issuer through the exercise of their voting rights
with respect to their shares of Common Stock. In addition, Mr. Gerdin is the
Chief Executive Officer and a Director of the Issuer and, as a result, in the
ordinary course or otherwise may take actions to influence the management,
business, and affairs of the Issuer.
Other than as described or contemplated in Item 3, this Item 4, or as
announced publicly, neither of the Reporting Persons have any other present
plans or proposals with respect to any action referred to in sections (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of June 30, 2008 there were 96,157,633 shares of Common Stock
outstanding. As of the date hereof, Mr. Gerdin may be deemed to be the
beneficial owner (pursuant to Rule 13d-3) of an aggregate of 30,150,830 shares
of Common Stock, representing approximately 31.4% of the issued and outstanding
shares of Common Stock of the Issuer. The shares of Common Stock deemed to be
beneficially owned by Mr. Gerdin consist of 16,412,899 shares of Common Stock
owned by the Russell A. Gerdin Revocable Trust ("Mr. Gerdin's Revocable Trust");
(ii) 1,936,276 shares of Common Stock represented by voting trust certificates
owned by Gerdin Family Investments, LP ("GFI"); and (iii) 11,801,655 shares of
Common Stock owned by Mrs. Gerdin's GRATS.
As of the date hereof, Mrs. Gerdin may be deemed to be the beneficial owner
(pursuant to Rule 13d-3) of an aggregate of 8,540,738 shares of Common Stock,
representing approximately 8.9% of the issued and outstanding shares of Common
Stock of the Issuer. The shares of Common Stock deemed to be beneficially owned
by Mrs. Gerdin consist of (i) 6,078,077 shares of Common Stock owned by the Ann
S. Gerdin Revocable Trust; and (ii) 2,462,661 shares owned by Mr. Gerdin's
GRATS.
As a result of the foregoing, as of the date hereof, the Reporting Persons
together may be deemed to be the beneficial owners (pursuant to Rule 13d-3) of
an aggregate 38,691,568 shares of Common Stock, representing approximately 40.2%
of the issued and outstanding shares of Common Stock of the Issuer.
(b) Mr. Gerdin has the sole power to vote 24,412,899 of the shares of
Common Stock of the Issuer for which beneficial ownership is reported.(1) Mr.
Gerdin has the sole power to dispose of 30,150,830 of shares of Common Stock of
the Issuer for which beneficial ownership is reported.(2)
Mrs. Gerdin has the sole power to vote 6,078,077 shares of Common Stock of
the Issuer for which beneficial ownership is reported.(3) Mrs. Gerdin has the
sole power to dispose of 8,540,738 shares of Common Stock of the Issuer for
which beneficial ownership is reported.(4)
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Except as described in Items 3, 4, and 5 of this Statement, there are no
contracts, arrangements, understandings, or relationships (legal or otherwise)
among the Reporting Persons and any person, with respect to any securities of
the Issuer, including, but not limited to, transfer or voting of any of the
securities of the Issuer, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees or profits, division of profits or loss,
or the giving or withholding of proxies. The Reporting Persons have entered into
a joint filing agreement which is attached as Exhibit 1 hereto.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Joint Filing Agreement, dated June 26, 2008, by and between the
Reporting Persons.
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(1) Comprised of (i) 16,412,899 shares of Common Stock owned by Mr. Gerdin's
Revocable Trust; and (ii) 8,000,000 of the shares of Common Stock owned by
Mrs. Gerdin's GRATS. As the trustee of Mr. Gerdin's Revocable Trust, Mr.
Gerdin holds the sole power to vote and dispose of the shares owned by the
trust and may amend, modify, or revoke the trust at any time. As the
trustee of Mrs. Gerdin's GRATS, Mr. Gerdin has voting power over 8,000,000
of the shares owned by Mrs. Gerdin's GRATS.
(2) Comprised of (i) 16,412,899 shares of Common Stock owned by Mr. Gerdin's
Revocable Trust; (ii) 1,936,276 shares of Common Stock represented by
voting trust certificates owned by GFI; and (iii) 11,801,655 shares of
Common Stock owned by Mrs. Gerdin's GRATS. As the general partner of GFI,
Mr. Gerdin has dispositive power over the shares represented by voting
trust certificates owned by GFI, but neither Mr. nor Mrs. Gerdin has voting
power over such shares. As the trustee of Mrs. Gerdin's GRATS, Mr. Gerdin
has dispositive power over all of the shares owned by Mrs. Gerdin's GRATS
but has voting power over only 8,000,000 of such shares. Mrs. Gerdin does
not have voting power over any of the shares owned by Mrs. Gerdin's GRATS.
(3) Comprised of 6,078,077 shares of Common Stock owned by the Ann S. Gerdin
Revocable Trust. Mrs. Gerdin holds the sole power to vote and dispose of
such shares as the trustee of the trust and may amend, modify, or revoke
the trust at any time.
(4) Comprised of 6,078,077 shares of Common Stock owned by the Ann S. Gerdin
Revocable Trust; and (ii) 2,462,661 shares owned by Mr. Gerdin's GRATS. As
the trustee of Mr. Gerdin's GRATS, Mrs. Gerdin has dispositive power over
the shares owned by Mr. Gerdin's GRATS but neither Mr. nor Mrs. Gerdin has
voting power over such shares.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth herein is true, complete and correct.
RUSSELL A. GERDIN, individually and as trustee
of the Russell A. Gerdin Revocable Trust and
Mrs. Gerdin's GRATS
/s/ Russell A. Gerdin
ANN S. GERDIN, individually and as trustee
of the Ann S. Gerdin Revocable Trust and Mr.
Gerdin's GRATS
/s/ Ann S. Gerdin
Dated: June 26, 2008
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree to the joint filing on behalf of each
of them of a statement on Schedule 13D (including amendments thereto) with
respect to the Common Stock of Heartland Express, Inc. and that this Agreement
be included as an Exhibit to such joint filing.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 26th
day of June, 2008.
RUSSELL A. GERDIN, individually and as trustee
of the Russell A. Gerdin Revocable Trust and
Mrs. Gerdin's GRATS
/s/ Russell A. Gerdin
ANN S. GERDIN, individually and as trustee
of the Ann S. Gerdin Revocable Trust and Mr.
Gerdin's GRATS
/s/ Ann S. Gerdin