SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: Commission file number: DECEMBER 31, 1996 0-15010 ____________________ MARTEN TRANSPORT, LTD. (Exact name of registrant as specified in its charter) DELAWARE 39-1140809 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 129 MARTEN STREET 54755 MONDOVI, WISCONSIN (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (715) 926-4216 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. /X/ As of March 21, 1997, 2,959,616 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 average of the closing bid and asked prices of the Common Stock at that date as reported by the Nasdaq National Market), excluding outstanding shares beneficially owned by directors and executive officers, was approximately $14,504,592. Part II of this Annual Report on Form 10-K incorporates by reference information (to the extent specific pages are referred to herein) from the Registrant's Annual Report to Shareholders for the year ended December 31, 1996 (the "1996 Annual Report"). Part III of this Annual Report on Form 10-K incorporates by reference information (to the extent specific sections are referred to herein) from the Registrant's Proxy Statement for its annual meeting to be held May 13, 1997 (the "1997 Proxy Statement").
PART I ITEM 1. BUSINESS (A) GENERAL DEVELOPMENT OF BUSINESS. Marten Transport, Ltd. ("the Company") is a long-haul truckload carrier providing protective service transportation, which is temperature controlled or insulated carriage of temperature sensitive materials and general commodities and carriage of time sensitive freight, pursuant to operating authority, both contract and common, granted by the Interstate Commerce Commission ("ICC") and currently regulated by the United States Department of Transportation ("DOT") and the Federal Highway Administration ("FHWA"). As of December 31, 1996, the Company operated a fleet consisting of 1,174 tractors and 1,589 trailers (all of which are protective service trailers). Of the total fleet, 929 tractors and 1,586 trailers were Company-owned and 245 tractors and 3 trailers were under contract with independent contractors who also provide the services of a driver satisfactory to the Company. As of December 31, 1996, the Company had 1,261 employees, including 989 drivers, none of whom is represented by a collective bargaining unit. The Company was organized under Wisconsin law in 1970 as a successor to a sole proprietorship operated by Roger R. Marten since 1946. In 1988, the Company reincorporated under Delaware law. The Company's executive offices are located at 129 Marten Street, Mondovi, Wisconsin 54755, and its telephone number is (715) 926-4216. (B) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS. Since its inception, the Company's revenue, operating profits and assets have been attributable primarily to one business segment--long-haul truckload carriage of temperature and time sensitive materials and general commodities. (C) NARRATIVE DESCRIPTION OF BUSINESS. The Company specializes in protective service transportation of foods, chemicals and other products that require temperature controlled or insulated carriage. The Company also provides carriage of dry freight for customers requiring the special services the Company offers. In 1996, the Company derived approximately 75% of its revenue from hauling products requiring protective service and 25% of its revenue from hauling dry freight. Most of the Company's dry freight loads require special services the Company offers or permit the Company to position its equipment for hauling protective service loads. The specialized transportation services offered by the Company include: / / dependable, late model tractors which allow timely deliveries / / late model temperature controlled trailers / / scheduled pickups and deliveries / / assistance in loading and unloading / / the availability of extra trailers that can be placed for the convenience of customers
/ / sufficient equipment to respond promptly to customers' varying requirements / / an on-line computer system which allows customers to obtain information regarding the status of deliveries MARKETING AND CUSTOMERS 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, the Company places special emphasis on soliciting customers whose shipping requirements allow the Company to balance the number of load originations and terminations in any given area. A key element of the Company's emphasis on service is its strong commitment to accommodating the individualized requirements of its customers. The Company has developed an electronic data interchange ("EDI") system, through which the Company can provide its customers with current information regarding the location and status of shipments in transit. This system also allows customers to place orders, and the Company to bill customers, electronically. The Company also utilizes a satellite tracking system that enhances monitoring of truck and shipment locations. The Company maintains marketing offices in its Wisconsin headquarters, as well as other selected locations throughout the United States. Marketing personnel travel in their assigned regions to solicit new customers and maintain contact with existing customers. Once a customer relationship is established, the primary Company contact is one of the Company's customer service managers. Working from the Company's terminal in Mondovi, Wisconsin, the customer service managers regularly contact existing customers to solicit additional business on a load-by-load basis, particularly when equipment will be available nearby following a completed haul. Each customer service manager is assigned to particular customers and is responsible for monitoring overall transportation and service requirements as well as freight movements for each assigned customer. These efforts to coordinate shipper needs with equipment availability have been instrumental in maintaining an average empty mile factor of 6.9% in 1996. The Company sets its own freight rates instead of using those published by tariff publishing bureaus, which allows the Company to offer rates that are more responsive to market conditions and the level of service required by a particular customer. The Company's rate structure is designed to compensate the Company for the cost of protective service revenue equipment as well as hauling loads into areas that generate empty miles. The Company derived approximately 13% of its revenue in 1996 and 11% of its revenue in 1995 from a single customer, The Pillsbury Company. The Company derived approximately 12% of its revenue in 1994 from the Phillip Morris group of companies, which included 11 different accounts in 1994. OPERATIONS The Company's operations are designed for efficient use of equipment while maintaining the emphasis placed on providing individualized service to customers. The Company's computer system provides real-time, on-line information to track shipments and increase equipment utilization as well as to assist management in long-range planning and trend analysis. The Company maintains its dispatch operations in its Mondovi, Wisconsin, headquarters. Customer service managers are assigned to particular customers and regions and work closely with the Company's fleet managers, marketing personnel and drivers. Loads are assigned to drivers by load planners. Loads are then dispatched by fleet managers who are assigned a group of drivers regardless of load destination. Once a load has been dispatched, a fleet manager is responsible for its proper and efficient delivery and tracks the status and location of that load through daily contact with drivers. Customer service managers coordinate with the Company's marketing personnel to match customer needs with Company capacity and location of 2
revenue equipment. Each driver is monitored daily on his/her location, load temperature and any problems by the appropriate fleet manager. This information, along with information concerning available loads, is constantly updated on the Company's computer system. Computer-generated information is used to meet delivery schedules, respond to customer inquiries and match available equipment with loads. The Company's primary traffic lanes are between the Midwest and the West Coast, Pacific Northwest, Southwest, Southeast, East Coast and from California to the Pacific Northwest. The average length of a trip (one-way) was 1,095 miles during 1996, 1,145 miles during 1995 and 1,132 miles during 1994. The Company's loads generally move from origin directly to destination, thus eliminating any need for freight terminals. The Company operates maintenance facilities in Mondovi, Wisconsin; Ontario, California; Wilsonville, Oregon; and Jonesboro, Georgia. The Company has agreements with various fuel distributors which enable drivers to purchase fuel at a discount while in transit. The Company also purchases fuel in bulk in Mondovi and at its maintenance facilities. DRIVERS As of December 31, 1996, the Company employed 989 drivers and had contracts with independent contractors for the services of 245 tractors that provide both a tractor and a qualified driver for the Company's use. The Company recruits drivers from throughout the United States. The ratio of drivers to tractors as of December 31, 1996, was 1 to 1. None of the Company's drivers is represented by a collective bargaining unit. The Company's turnover of drivers was approximately 70% in 1996, which the Company believes is in line with turnover rates in the industry, based on industry surveys. Drivers, including independent contractors, are selected in accordance with specific Company guidelines relating to safety records, driving experience and personal evaluations. A new driver is trained in all phases of Company policies and operations as well as safety techniques and fuel-efficient operation of the equipment. All new drivers must also pass a road test prior to assignment to a vehicle. The Company maintains a toll-free number, satellite tracking and a staff of fleet managers to provide timely communication and support for drivers while on the road for extended periods. To retain qualified drivers and promote safe operations, the Company purchases premium quality tractors and equips them with optional comfort and safety features, including air ride suspension, air conditioning, high-quality interiors, power steering, engine brakes and double sleeper cabs. The Company maintains stringent screening, training and testing procedures for its drivers to reduce the potential for accidents and the corresponding cost of insurance and claims. Company-employed drivers receive a fixed rate per mile which is increased based on the driver's length of service. Drivers are also eligible for bonuses based upon safe, efficient driving. The Company believes that its compensation program provides an important incentive to attract and retain qualified drivers. Drivers that have been with the Company for at least six months are also eligible to purchase shares of Company Common Stock pursuant to a stock purchase plan sponsored by the Company, which provides that the Company will pay the brokerage commissions on purchases and the costs of administering the plan. The Company compensates independent contractors on the basis of a fixed rate per mile or a percentage of revenue from loads hauled. Independent contractors pay their own fuel, insurance, maintenance and repairs and other expenses. Independent contractors that have been under contract with the Company for at least six months are also eligible to purchase shares of Company Common Stock pursuant to a stock purchase plan sponsored by the Company, which provides that the Company will pay the brokerage commissions on purchases and the costs of administering the plan. 3
REVENUE EQUIPMENT The trucking industry requires significant capital investment in revenue equipment. The Company has elected to finance its revenue equipment purchases using long-term debt with significant current maturities, causing a working capital deficit. The Company has operated effectively with a working capital deficit due to a combination of operating profits, short turnover in accounts receivable and cash management. The Company's policy is to purchase tractors and trailers manufactured to Company specifications. The Company's tractors are manufactured by Freightliner, Kenworth or Peterbilt. Most of the Company's tractors are equipped with 370/430 horsepower Detroit Diesel or Cummins engines, which are designed to enable the equipment to maintain constant speed with optimum fuel economy under conditions often encountered by the Company's equipment, such as mountainous terrain and maximum weight loads. Most of the Company's single van trailers are manufactured by Utility, Great Dane or Wabash and are equipped with Thermo-King cooling and heating equipment. The current cost of a temperature-controlled, protective service trailer is approximately $40,000. Standardization of equipment enables the Company to simplify driver training, control the cost of spare parts inventory, enhance its preventive maintenance program and increase fuel economy. The following table shows the type and age of equipment owned by the Company as of December 31, 1996: <TABLE> <CAPTION> Model year Tractors Single van trailers <S> <C> <C> 1997 124 180 1996 342 496 1995 256 262 1994 157 240 1993 49 277 1992 1 109 1991 --- 14 1990 --- 6 1989 --- 2 ----- ----- Total 929 1,586 ----- ----- </TABLE> The single van refrigerated trailers are 48 feet long (977 trailers) or 53 feet long (609 trailers) by 102 inches wide with a minimum of 102 inches of inside height. The Company's policy is to replace its tractors and trailers based on factors such as age, the market for used equipment and improvements in technology and fuel efficiency. In 1997, the Company plans to purchase 157 tractors (for which 121 tractors will be traded) and 300 trailers (for which 107 trailers will be traded). The Company has a comprehensive maintenance program for its Company-owned tractors and trailers to minimize equipment downtime and enhance resale value. Inspections, repairs and maintenance are performed regularly at the Company's facilities in Mondovi, Wisconsin; Ontario, California; Jonesboro, Georgia; and Wilsonville, Oregon, and at independent contract maintenance facilities in the Company's service territory. The Company's tractors and trailers are washed regularly to enhance appearance and prolong equipment life. 4
EMPLOYEES As of December 31, 1996, the Company employed 1,261 people, of whom 989 were drivers, 109 were mechanics and maintenance personnel and 163 were support personnel, including management and administration. None of the Company's employees is represented by a collective bargaining unit, and the Company considers relations with its employees to be good. COMPETITION The trucking industry is highly competitive. The Company competes primarily with other protective service truckload carriers and with private carriage fleets. For freight that does not require protective service trailers, the Company also competes with dry freight truckload carriers and to a lesser extent with railroads. The Company competes primarily on the basis of its quality of service and its ability to provide protective service and other specialized services. Several other truckload carriers offering protective service have substantially greater financial resources than the Company, own more equipment and carry a larger volume of freight than the Company. REGULATION The Company is a motor common and contract carrier regulated by the DOT and the FHWA along with various state agencies. These regulatory authorities have broad powers, generally governing 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 enabled applicants to obtain ICC operating authority more easily and allowed interstate motor carriers such as the Company to change their rates without ICC approval. The law also allowed for the removal of many route and commodity restrictions on the transportation of freight. 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 ICC 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 safety requirements prescribed by the DOT governing interstate operations. Such matters as weight and dimensions of equipment are also subject to federal and state regulations. The Company also has operating authority in the Canadian Provinces of Alberta, British Columbia, Manitoba, Ontario, Quebec and Saskatchewan. ITEM 2. PROPERTIES The Company's executive offices and principal terminal are located on approximately seven acres in Mondovi, Wisconsin, and currently consists of approximately 28,000 square feet of office space and approximately 21,000 square feet of equipment repair and maintenance space. It was originally constructed in 1965 and was expanded in 1971, 1980, 1987 and 1993. The Company also maintains a maintenance facility in Ontario, California. This facility is currently leased from R & R Properties, a sole-proprietorship owned by Randolph L. Marten, for a period of 5 years terminating December 31, 1999. The current lease provides for rent of $126,000 per year from 1995 through 1999. This rent is based on the debt service of R & R Properties to finance this facility. The Company is required to bear the cost of insurance, maintenance and repairs, taxes, special assessments and utilities. In 5
1993, the Company remodeled this facility. This facility includes approximately 2,700 square feet of office space and 8,000 square feet of equipment repair and maintenance space. The parking lot measures 150,000 square feet. The Company purchased a maintenance facility in Jonesboro, Georgia in 1993. The building at this facility measures 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. The Company purchased a maintenance facility in Wilsonville, Oregon in 1995. The building at this facility, which is approximately 20,000 square feet, 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 The Company is a party to routine litigation incidental to its business, primarily involving claims for personal injury and property damage incurred in the transport of freight. The Company self-insures for property damage and cargo claims. The Company partially self-insures for losses related to automobile liability, general liability, workers' compensation claims and employees' group health benefits. The Company also maintains an insurance policy that limits annual aggregate Company losses to $9 million for automobile liability, workers' compensation and general liability claims. The Company believes that its current liability limit is reasonable under the circumstances. It is possible, however, that the Company could incur liability in excess of its policy limits, in which case its financial condition could be adversely affected. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matter was submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this Report. ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT The Company's executive officers and their ages along with the offices held as of March 1, 1997, are as follows: <TABLE> <CAPTION> Name Age Position ---- --- --------- <S> <C> <C> Randolph L. Marten 44 Chairman of the Board, President, Chief Operating Officer and Director Darrell D. Rubel 51 Executive Vice President, Chief Financial Officer, Treasurer, Assistant Secretary and Director Timothy P. Nash 45 Vice President of Sales Franklin J. Foster 40 Vice President of Finance Robert G. Smith 53 Vice President of Operations </TABLE> Randolph L. Marten has been a full time employee of the Company since 1974. Mr. Marten has been a Director of the Company since October 1980, its President and Chief Operating Officer since June 1986 and its Chairman of the Board since August 1993. Mr. Marten was Vice President of the Company from October 1980 to June 1986. 6
Darrell D. Rubel has been a Director of the Company since February 1983, its Chief Financial Officer since January 1986, its Treasurer since June 1986 and its Executive Vice President since May 1993. Mr. Rubel was also Secretary of the Company from June 1986 until August 1987 and Vice President from January 1986 until May 1993, and has been Assistant Secretary since August 1987. Timothy P. Nash has been Vice President of Sales since November 1990 and was Regional Sales Manager from July 1987 to November 1990. Mr. Nash was a regional sales manager for Overland Express, Inc., a long-haul truckload carrier, from August 1986 to July 1987. Franklin J. Foster has been Vice President of Finance since December 1991 and was Director of Finance from January 1991 to December 1991. Mr. Foster was a vice president in commercial banking for First Bank National Association from October 1985 to January 1991. Robert G. Smith has been Vice President of Operations since June 1993 and was Director of Operations from September 1989 to June 1993. Mr. Smith was director of operations for Transport Corporation of America, an irregular-route truckload carrier, from January 1985 to September 1989. Executive officers of the Company are elected by the Board of Directors for one-year terms, commencing with their election at the first meeting of the Board of Directors immediately following the annual meeting of shareholders and continuing until the next such meeting of the Board of Directors. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The information under the caption "Common Stock Data" on page 20 of the Company's 1996 Annual Report is incorporated herein by reference. The Company did not have any unregistered sales of equity securities during the fourth quarter of the fiscal year ended December 31, 1996. ITEM 6. SELECTED FINANCIAL DATA The financial information under the caption "Five-Year Financial Summary" on page 10 of the Company's 1996 Annual Report is incorporated herein by reference. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The information under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" on page 11 of the Company's 1996 Annual Report is incorporated herein by reference. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The Company's Financial Statements and the report of its independent public accountants on pages 12 through 19 of the Company's 1996 Annual Report are incorporated herein by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 7
PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT A. DIRECTORS OF THE REGISTRANT. The information under the captions "Election of Directors--Information About Nominees" and "Election of Directors--Other Information About Nominees" in the Company's 1997 Proxy Statement is incorporated herein by reference. B. EXECUTIVE OFFICERS OF THE REGISTRANT. Information concerning Executive Officers of the Company 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 contained under the caption "Section 16 Compliance" in the Company's 1997 Proxy Statement is incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION The information under the captions "Election of Directors--Director Compensation" and "Compensation and Other Benefits" in the Company's 1997 Proxy Statement is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information under the caption "Principal Stockholders and Beneficial Ownership of Management" in the Company's 1997 Proxy Statement is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information under the caption "Certain Transactions" in the Company's 1997 Proxy Statement is incorporated herein 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 herein by reference from the pages indicated in the Company's 1996 Annual Report: Report of Independent Public Accountants - page 19 Balance Sheets as of December 31, 1996 and 1995 - page 12 Statements of Operations for the years ended December 31, 1996, 1995 and 1994 - page 13 8
Statements of Changes in Shareholders' Investment for the years ended December 31, 1996, 1995 and 1994 - page 13 Statements of Cash Flows for the years ended December 31, 1996, 1995 and 1994 -page 14 Notes to Financial Statements - page 15 - 19 2. FINANCIAL STATEMENT SCHEDULES: None. 3. EXHIBITS: The exhibits to this Report are listed in the Exhibit Index on pages 11 -13 of this Annual Report on Form 10-K. A copy of any of the exhibits listed or referred to above will be furnished at a reasonable cost to any person who was a shareholder of the Company as of March 26, 1997, upon receipt from any such person of a written request for any such exhibit. Such request should be sent to Darrell D. Rubel, Executive Vice President and Chief Financial Officer, Marten Transport, Ltd., 129 Marten Street, Mondovi, Wisconsin 54755. The following is a list of each management contract or compensatory plan or arrangement required to be filed as an Exhibit to this Annual Report on Form 10-K pursuant to 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, between the Company and Darrell D. Rubel. (4) Marten Transport, Ltd. 1995 Stock Incentive Plan. (B) Reports on Form 8-K: None during the fourth quarter of the fiscal year ended December 31, 1996. 9
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: March 31, 1997 MARTEN TRANSPORT, LTD. By /s/ Randolph L. Marten -------------------------------- Randolph L. Marten Chairman of the Board, President and Chief Operating Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below on March 31, 1997 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, Chief Operating Randolph L. Marten Officer (Principal Executive Officer) and Director /s/ Darrell D. Rubel Executive Vice President, Chief - ---------------------------------- Financial Officer, Treasurer, Darrell D. Rubel Assistant Secretary (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 10
MARTEN TRANSPORT, LTD. EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 <TABLE> <CAPTION> ITEM NO. ITEM METHOD OF FILING <S> <C> <C> 3.1 Certificate of Incorporation of the Company . . . . . . Incorporated by reference to Exhibit 4.1 to 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 to 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 to 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 4.3 Bylaws of the Company . . . . . . . . . . . . . . . . . See Exhibit 3.2 9.1 Voting Trust Agreement dated February 14, 1983, as amended . . . . . . . . . . . . . . . . . . . Incorporated by reference to Exhibit 9.1 to 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 to 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 to the Company's Annual Report on Form 10-K for the fiscal 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 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1987 (File No. 0-15010). 11
<S> <C> <C> 10.3 Real Estate Lease dated November 29, 1994 between the Company, as Lessee, and R & R Properties and Randolph L. Marten, as Lessor . . . Incorporated by reference to Exhibit 10.3 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 (File No. 0-15010). 10.4 Stock Restriction Agreement among Roger R. Marten, Randolph L. Marten and Darrell D. Rubel . . . . . . . . . . . . . . . . . . Incorporated by reference to Exhibit 10.5 to the Company's Registration Statement on Form S-1 (File No. 33-8108). 10.5 Agreement on Credit Terms dated as of January 5, 1990 between the Company and First Bank National Association . . . . . . . . . . Incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1989 (File No. 0-15010). 10.6 Amendment to Agreement on Credit Terms dated as of July 31, 1990 between the Company and First Bank National Association . . . . . . Incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1990 (File No. 0-15010). 10.7 Lease Agreement and Supplement No. 1 to Lease Agreement dated April 1, 1990 between the Company and Barclays Leasing, Inc. . . . . . Incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1990 (File No. 0-15010). 10.8 Lease Agreement dated September 12, 1990 between the Company and Truck Country of WI, Inc. . . . Incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1991 (File No. 0-15010). 10.9 Security Agreement dated January 12, 1990, as amended, between the Company and First Bank National Association . . . . . . . . . . Incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992 (File No. 0-15010). 12
<S> <C> <C> 10.10 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 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992 (File No. 0-15010). 10.11 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 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993 (File No. 0-15010). 10.12 Employment Agreement dated May 1, 1993 between the Company and Darrell D. Rubel. . . . . . Incorporated by reference to Exhibit 19.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993 (File No. 0-15010) 10.13 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 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 (File No. 0-15010). 10.14 Marten Transport, Ltd. 1995 Stock Incentive Plan . . . . Incorporated by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 (File No. 0-15010). 13.1 1996 Annual Report to Shareholders-pages 10-21. . . . . Filed herewith. 23.1 Consent of Arthur Andersen LLP. . . . . . . . . . . . . Filed herewith. 27.1 Financial Data Schedule . . . . . . . . . . . . . . . . Filed herewith. </TABLE> 13