schedule13d-a11.htm
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
Under
the Securities Exchange Act of 1934
AMENDMENT
NO. 11
HEARTLAND EXPRESS, INC
(Name of Issuer)
COMMON
STOCK
__________________________________________________________________________________
(Title
of Class of Securities)
422347
10 4
________________________________________________________________________________
(CUSIP
Number)
Russell
A. Gerdin
901
North Kansas Avenue
North
Liberty, IA 52317
Telephone: (319)
626-3600
Facsimile: (319)
626-3355
____________________________________________________________________
(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
_________________________________________________________________________
(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
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)
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b) [X]
|
3.
|
SEC
USE ONLY
|
4.
|
Source
of Funds (See Instructions)
OO
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
[ ]
|
6.
|
Citizenship
or Place of Organization
United
States of America
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
with
|
7.
|
Sole
Voting Power
24,011,250
(1)
|
8.
|
Shared
Voting Power
0
|
|
9.
|
Sole
Dispositive Power
26,710,200
(2)
|
|
10.
|
Shared
Dispositive Power
0
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
26,710,200(2)
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
29.4%(3)
|
14.
|
Type
of Reporting Person (See Instructions)
IN
|
(1)
|
Comprised
of 24,011,250 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
Mrs. Gerdin's GRATS, Mr. Gerdin has voting power over 24,011,250 of the
shares owned by Mrs. Gerdin's
GRATS.
|
(2)
|
Comprised
of (i) 1,936,276 shares of Common Stock represented by voting
trust certificates which are owned by Gerdin Family Investments, LP
("GFI"); and (ii) 24,773,924 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 24,011,250 of
such shares. Mrs. Gerdin does not have voting power over any of the shares
owned by Mrs. Gerdin's GRATS.
|
(3)
|
Based
on 90,688,621 shares of Common Stock outstanding as of October 30,
2009.
|
CUSIP
NO.: 422347 10 4
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.
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b) [X]
|
3.
|
SEC
USE ONLY
|
4.
|
Source
of Funds (See Instructions)
OO
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
[ ]
|
6.
|
Citizenship
or Place of Organization
United
States of America
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
with
|
7.
|
Sole
Voting Power
11,389,159
|
8.
|
Shared
Voting Power
0
|
|
9.
|
Sole
Dispositive Power
11,389,159
|
|
10.
|
Shared
Dispositive Power
0
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
11,389,159
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
12.6%
|
14.
|
Type
of Reporting Person (See Instructions)
IN
|
|
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 had 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 October 30, 2009 there were 90,688,621 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 26,710,200
shares of Common Stock, representing approximately 29.4% 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 (i) 1,936,276 shares of Common Stock represented by voting
trust certificates owned by Gerdin Family Investments, LP ("GFI"); and
(ii) 24,773,924 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 11,389,159 shares of Common Stock, representing approximately
12.6% of the issued and outstanding shares of Common Stock of the
Issuer.
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 38,099,359 shares of Common Stock, representing approximately 42.0% of
the issued and outstanding shares of Common Stock of the Issuer.
(b) Mr.
Gerdin has the sole power to vote 24,011,250 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 26,710,200 of shares of Common Stock of the Issuer for which
beneficial ownership is reported.2
(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 October 30, 2009, by and between the Reporting
Persons.
1
Comprised of 24,011,250 shares of Common Stock owned by Mrs. Gerdin's
GRATS. As the trustee of Mrs. Gerdin's GRATS, Mr. Gerdin has voting
power over 24,011,250 of the shares owned by Mrs. Gerdin's
GRATS.
2
Comprised of (i) 1,936,276 shares of Common Stock represented by voting trust
certificates owned by GFI; and (iii) 24,773,924 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 24,011,250 of such shares. Mrs. Gerdin does
not have voting power over any of the shares owned by Mrs. Gerdin's
GRATS.
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
/s/ Ann S.
Gerdin____________________
Dated:
October 30, 2009
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 30th day of
October, 2009.
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
/s/ Ann S.
Gerdin____________________