-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KIAQcB8/aiIVq3VAQAPInr5u8ejKcbESt4PhXoKAxjgQNCNGFfc7rzWjk+jvqY6J z5EPfwflHGzoM5yTDe7Zow== 0001104659-03-019366.txt : 20030821 0001104659-03-019366.hdr.sgml : 20030821 20030821163937 ACCESSION NUMBER: 0001104659-03-019366 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030821 GROUP MEMBERS: DARRELL D. RUBEL GROUP MEMBERS: G. SCOTT NICASTRO GROUP MEMBERS: MARTEN VOTING TRUST GROUP MEMBERS: THE ESTATE OF ROGER R. MARTEN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARTEN RANDOLPH L CENTRAL INDEX KEY: 0001253979 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 129 MARTEN STREET CITY: MONDOVI STATE: WI ZIP: 54755 BUSINESS PHONE: 7159264216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARTEN TRANSPORT LTD CENTRAL INDEX KEY: 0000799167 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 391140809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38210 FILM NUMBER: 03860498 BUSINESS ADDRESS: STREET 1: 129 MARTEN ST CITY: MONDOVI STATE: WI ZIP: 54755 BUSINESS PHONE: 7159264216 MAIL ADDRESS: STREET 1: 3400 PLAZA VII STREET 2: 45 SOUTH SEVENTH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55402 SC 13G/A 1 a03-2904_1sc13ga.htm SC 13G/A

SEC 1745
(02-02)


Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: December 31, 2005

 

SCHEDULE 13G

Estimated average burden hours per response. . 11

 

Under the Securities Exchange Act of 1934
(Amendment No.  2  )*

 

MARTEN TRANSPORT, LTD.

(Name of Issuer)

 

Common Stock, $0.01 Par Value Per Share

(Title of Class of Securities)

 

573075 10 8

(CUSIP Number)

 

July 24, 2003
August 14, 2003

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[     ]

Rule 13d-1(b)

[     ]

Rule 13d-1(c)

[ X ]

Rule 13d-1(d)

 

 

*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No.  573075 10 8

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Randolph L. Marten

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[     ]

 

 

(b)

[     ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
2,518,237

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
2,518,237

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,518,237

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
27.9%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Darrell D. Rubel

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[     ]

 

 

(b)

[     ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
90,000

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
90,000

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

3



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Marten Voting Trust

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[     ]

 

 

(b)

[     ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
0%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

4



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
G. Scott Nicastro

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[     ]

 

 

(b)

[     ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

5



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
The Estate of Roger R. Marten

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[     ]

 

 

(b)

[     ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

6



 

Item 1.

 

(a)

Name of Issuer
The name of the issuer is Marten Transport, Ltd.

 

(b)

Address of Issuer’s Principal Executive Offices
The address of the principal executive offices of Marten Transport, Ltd. is 129 Marten Street, Mondovi, Wisconsin 54755.

 

Item 2.

 

(a)

Name of Person Filing
This Amendment No. 2 to Schedule 13G is being filed on behalf of Randolph L. Marten, Darrell D. Rubel, G. Scott Nicastro, the Marten Voting Trust and the Estate of Roger R. Marten.

 

(b)

Address of Principal Business Office or, if none, Residence
For all persons filing, except G. Scott Nicastro


129 Marten Street
Mondovi, Wisconsin  54755


For G. Scott Nicastro:


715 South Barstow Street
Post Office Box 1030
Eau Claire, WI  54702-1030

 

(c)

Citizenship
For all persons filing, except the Marten Voting Trust, United States.

The Marten Voting Trust is organized under Wisconsin law.

 

(d)

Title of Class of Securities
The class of equity securities to which this Amendment No. 2 to Schedule 13G relates is the common stock, par value $0.01 per share, of Marten Transport Ltd.

 

(e)

CUSIP Number
The CUSIP number of the common stock is 573075 10 8.

 

Item 3.

If this Statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the filing person is a:

 

(a)

[  ]

Broker or dealer registered under Section 15 of the Securities Exchange Act of 1934 (the “Act”).

 

7



 

 

(b)

[  ]

Bank, as defined in Section 3(a)(6) of the Act.

 

(c)

[  ]

Insurance company, as defined in Section 3(a)(19) of the Act.

 

(d)

[  ]

Investment company registered under Section 8 of the Investment Company Act of 1940.

 

(e)

[  ]

An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E).

 

(f)

[  ]

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

 

(g)

[  ]

A parent holding company or control person, in accordance with Rule 13d-1(b)(ii)(G).

 

(h)

[  ]

A savings association, as defined in Section 3(b) of the Federal Deposit Insurance Act.

 

(i)

[  ]

A church plan, that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940.

 

(j)

[  ]

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:

Randolph L Marten’s beneficial ownership consists of:  (1) 2,405,737 shares of Marten Transport common stock; and (2) an aggregate of 112,500 shares of Marten Transport common stock that Mr. Marten has the right to acquire pursuant to stock options.

Darrel D. Rubel’s beneficial ownership consists of (1) 33,750 shares of Marten Transport common stock; and (2) an aggregate of 56,250 shares of Marten Transport common stock that Mr. Marten has the right to acquire pursuant to stock options.

Neither the Estate of Roger R. Marten, the Marten Voting Trust not G. Scott beneficially own any shares of Marten Transport common stock.

 

(b)

Percent of class:

Randolph L. Marten - 27.9%.

Darrell D. Rubel – 1.0%

 

8



 

 

(c)

Number of shares as to which Randolph Marten has:

 

 

(i)

Sole power to vote or to direct the vote

2,518,237

 

 

(ii)

Shared power to vote or to direct the vote

0

 

 

(iii)

Sole power to dispose or to direct the disposition of

2,518,237

 

 

(iv)

Shared power to dispose or to direct the disposition of

0

 

 

Number of shares as to which Darrell D. Rubel has:

 

 

(i)

Sole power to vote or to direct the vote

90,000

 

 

(ii)

Shared power to vote or to direct the vote

0

 

 

(iii)

Sole power to dispose or to direct the disposition of

90,000

 

 

(iv)

Shared power to dispose or to direct the disposition of

0

 

Item 5.

Ownership of Five Percent or Less of a Class

 

On June 30, 1999, the Estate of Roger R. Marten distributed 856,875 shares of Marten Transport common stock to Randolph L. Marten and 856,875 shares of Marten Transport common stock to Christine K. Marten.  Accordingly, on June 30, 1999, the Estate of Roger R. Marten ceased to be the beneficial owner of 5% or more of the outstanding shares of Marten Transport common stock.

 

On July 24, 2005, the Marten Voting Trust was terminated.  Prior to termination of the trust, all shares of Marten Transport common stock owned by Randolph L. Marten (including the 856,875 shares he received on June 30, 1999 from the Estate of Roger R. Marten) was subject to the Marten Voting Trust.  Randolph L. Marten, Darrell D. Rubel and G. Scott Nicastro were trustees of the Marten Voting Trust.  Neither Darrell D. Rubel nor G. Scott Nicastro had any pecuniary interest in the shares of Marten Transport common stock that were subject to the Marten Voting Trust..  Darrell D. Rubel beneficially owns 90,000 shares of Marten Transport common stock, or 1.0% of the outstanding shares of Marten Transport common stock.  Accordingly, on July 24, 2003, Darrell D. Rubel, G. Scott Nicastro and the Marten Voting Trust have ceased to be the beneficial owners of 5% or more of the outstanding shares of Marten Transport common stock.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable.

 

9



 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

Not Applicable.

 

Item 9.

Notice of Dissolution of Group

 

Not Applicable.

 

Item 10.

Certification

 

Not Applicable.

 

10



 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Date:  August 20, 2003

/s/ Randolph L. Marten

 

 

Randolph L. Marten

 

 

 

 

 

 

 

 

ESTATE OF ROGER MARTEN

 

 

 

 

 

 

 

 

By:

/s/ Darrell D. Rubel

 

 

 

Darrell D. Rubel

 

 

 

 

 

 

 

 

/s/ Darrell D. Rubel

 

 

Darrell D. Rubel

 

 

 

 

 

 

 

 

/s/ G. Scott Nicastro

 

 

G. Scott Nicastro

 

 

 

 

 

 

 

 

MARTEN VOTING TRUST

 

 

 

 

 

By:

/s/ Randolph L. Marten

 

 

 

Randolph L. Marten, trustee

 

 

11



 

Exhibit A

To Schedule 13G/A

 

Agreement Regarding Filing of Schedule 13G/A

 

The undersigned parties hereby agree that a joint statement on Schedule 13G/A shall be filed on behalf of each of them.  The Estate of Roger R. Marten, Randolph L. Marten, Darrell D. Rubel and G. Scott Nicastro as all of the trustees under the Marten Voting Trust, hereby authorize and direct Randolph L. Marten to execute and deliver on behalf of the Marten Voting Trust this agreement, the Schedule 13G referred to herein, as amended, and any and all amendments thereto.

 

 

Date:  August 20, 2003

/s/ Randolph L. Marten

 

 

Randolph L. Marten

 

 

 

 

 

 

 

 

ESTATE OF ROGER MARTEN

 

 

 

 

 

 

 

 

By:

/s/ Darrell D. Rubel

 

 

 

Darrell D. Rubel

 

 

 

 

 

 

 

 

/s/ Darrell D. Rubel

 

 

Darrell D. Rubel

 

 

 

 

 

 

 

 

/s/ G. Scott Nicastro

 

 

G. Scott Nicastro

 

 

 

 

 

 

 

 

MARTEN VOTING TRUST

 

 

 

 

 

By:

/s/ Randolph L. Marten

 

 

 

Randolph L. Marten, trustee

 

 

12


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