UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 28, 2003
MARTEN TRANSPORT, LTD.
(Exact name of registrant as specified in its charter)
Delaware 0-15010 39-1140809
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
129 Marten Street, Mondovi, WI 54755
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(715) 926-4216
Item 1. Changes in Control of Registrant
Not applicable.
Item 2. Acquisition or Disposition of Assets
Not applicable.
Item 3. Bankruptcy or Receivership
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant
Not applicable.
Item 5. Other Events and Regulation FD Disclosure
Not applicable.
Item 6. Resignations of Registrant's Directors
Not applicable.
Item 7. Financial Statements and Exhibits
Not applicable.
Item 8. Change in Fiscal Year
Not applicable.
Item 9. Regulation FD Disclosure
Not applicable.
Item 10. Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics
Not applicable.
Item 11. Temporary Suspension of Trading Under Registrant's Employee
Benefit Plans
Not applicable.
Item 12. Results of Operations and Financial Condition
The information contained in this report shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.
On July 25, 2003, Marten Transport, Ltd. (the "Company") issued a press
release (the "Press Release") announcing its financial results for the quarter
and six months ended June 30, 2003, as well as the filing of a registration
statement and the filing of a proxy statement for a special stockholders'
meeting. A copy of the Press Release is attached as Exhibit 99.1 to the Form 8-K
filed by the Company on July 25, 2003 (SEC File No. 000-15010).
On July 28, 2003, the Company held a teleconference to discuss the Press
Release and other information concerning the Company. After delivering prepared
remarks that were made available on the Company's website prior to the start of
the teleconference (the "Teleconference Script"), the Company's Chairman and
President, Randolph L. Marten, and the Company's Executive Vice President, Chief
Financial Officer, Treasurer, and Assistant Secretary, Darrell D. Rubel (the
"Company Representatives"), accepted questions. The following information
supplements, clarifies, and amends the answers to questions during the
teleconference. The questions are paraphrased for clarity and brevity.
Q: What are the Company's anticipated capital expenditures for the second
half of 2003?
A: The Company's estimated capital expenditures, net of proceeds received
from the disposition of capital assets, are expected to be approximately $16.0
million for the second half of 2003, or approximately $29.0 million for the full
year of 2003.
Q: What are the Company's expectations concerning average freight revenue
per total mile?
A: As disclosed in the Press Release, the Company's average freight revenue
per total mile increased $.01 for the three months ended June 30, 2003, compared
to the same period for 2002. The Company expects its average freight revenue per
total mile to hold fairly steady for the remainder of 2003 and to increase 2% to
3% during 2004. During the first quarter of 2003, the Company discontinued its
short haul dedicated and regional operations in the Northeast, which were
primarily for two customers. This had a negative impact of approximately $.01
per mile on the Company's average freight revenue per total mile for periods
after March 31, 2003. Mr. Marten's reference to the cessation of business for
one customer affecting average revenue per total mile by $.016 is hereby
modified. The Company's expectations are based on modest economic growth and
growth in temperature-sensitive tractor-trailer capacity that is not greater
than economic growth.
Q: Concerning the Company's near-term goal of achieving an operating ratio
of approximately 93% on an annualized basis, to what time periods does that goal
apply?
A: The Company's goal applies to the second half of 2003 and to the year
2004 on a full-year basis.
The information in this report and the statements made by the Company
Representatives during the teleconference contain "forward-looking statements"
that are made pursuant to the safe-harbor provisions of the Private Securities
Litigation Reform Act of 1995 and otherwise may be protected. Such statements
are made based on the current beliefs and expectations of the Company's
management and are subject to significant risks and uncertainties. Actual
results may differ from those anticipated by forward-looking statements. Please
refer to the Company's Annual Report on Form 10-K and other filings with the
Securities and Exchange Commission for information concerning risks,
uncertainties, and other factors that may affect future results.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MARTEN TRANSPORT, LTD.
Date: August 4, 2003 By: /s/ Frank J. Foster
---------------------------------
Frank J. Foster
Vice President of Finance