-----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, SdTtazb0lNEenz1Au2I07rs9j0sxL95Jbwsp/+c3+ShnkR4dSA0R1sAX0kgZCJyU UXuHnhgGpyj+fEjKSVY6Rg== 0000793074-02-000018.txt : 20020806 0000793074-02-000018.hdr.sgml : 20020806 20020805180219 ACCESSION NUMBER: 0000793074-02-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020805 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WERNER ENTERPRISES INC CENTRAL INDEX KEY: 0000793074 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 470648386 STATE OF INCORPORATION: NE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14690 FILM NUMBER: 02720004 BUSINESS ADDRESS: STREET 1: 14507 FRONTIER ROAD STREET 2: P O BOX 45308 CITY: OMAHA STATE: NE ZIP: 68145 BUSINESS PHONE: 4028956640 8-K 1 wern8k080502.txt WERNER ENTERPRISES, INC. 8K 08/05/02 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): August 5, 2002 ---------------------- WERNER ENTERPRISES, INC. (Exact name of registrant as specified in its charter) NEBRASKA 0-14690 47-0648386 (State or other jurisdiction of (Commission File (IRS Employer incorporation or organization) Number) Identification No.) 14507 FRONTIER ROAD POST OFFICE BOX 45308 OMAHA, NEBRASKA 68145 (402)895-6640 (Address of principal (Zip Code) (Registrant's telephone number) executive offices) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS Exhibit 99.1 Statement under Oath of Clarence L. Werner, Principal Executive Officer of Werner Enterprises, Inc., Regarding Facts and Circumstances Relating to Exchange Act Filings dated July 23, 2002. Exhibit 99.2 Statement under Oath of John J. Steele, Principal Financial Officer of Werner Enterprises, Inc., Regarding Facts and Circumstances Relating to Exchange Act Filings dated July 23, 2002. ITEM 9. REGULATION FD DISCLOSURE On August 5, 2002, the Registrant sent by overnight delivery for filing with the Securities and Exchange Commission sworn statements of the Principal Executive Officer and the Principal Financial Officer required under Section 21(a)(1) of the Securities Exchange Act of 1934 (Order No. 4-460) issued June 27, 2002. A copy of each statement is attached as an Exhibit (99.1 and 99.2). Limitation on Incorporation by Reference In accordance with general instruction B.2 of Form 8-K, the information in this report and the attached exhibits is furnished pursuant to Item 9 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. SIGNATURES 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. WERNER ENTERPRISES, INC. Date: August 5, 2002 By: /s/ John J. Steele ------------------------ ----------------------------- John J. Steele Vice President, Treasurer and Chief Financial Officer Date: August 5, 2002 By: /s/ James L. Johnson ------------------------ ----------------------------- James L. Johnson Vice President, Controller and Corporate Secretary EX-99.1 3 wernceo.txt WERNER ENTERPRISES, INC. 8K 08/05/02 Exhibit 99.1 Statement Under Oath Of Principal Executive Officer Regarding Facts And Circumstances Relating To Exchange Act Filings OMB Number: 3235-0569 I, Clarence L. Werner, Chairman and Chief Executive Officer, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Werner Enterprises, Inc., and, except as corrected or supplemented in a subsequent covered report: . no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and . no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee of the Board of Directors. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": . Werner Enterprises, Inc. Annual Report on Form 10-K for the year ended December 31, 2001 filed on March 22, 2002 with the Commission; . all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Werner Enterprises, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and . any amendments to any of the foregoing. /s/ Clarence L. Werner - ---------------------- Signature Subscribed and sworn to before me this 23rd day of Clarence L. Werner July 2002. Chairman and Chief Executive Officer Werner Enterprises, Inc. /s/ Pamela J. Filmer ------------------------ Notary Public 7/23/02 My Commission Expires: - ---------------------- 5/25/06 Date ------------------------ EX-99.2 4 werncfo.txt WERNER ENTERPRISES, INC. 8K 08/05/02 Exhibit 99.2 Statement Under Oath Of Principal Financial Officer Regarding Facts And Circumstances Relating To Exchange Act Filings OMB Number: 3235-0569 I, John J. Steele, Vice President, Treasurer and Chief Financial Officer, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Werner Enterprises, Inc., and, except as corrected or supplemented in a subsequent covered report: . no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and . no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee of the Board of Directors. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": . Werner Enterprises, Inc. Annual Report on Form 10-K for the year ended December 31, 2001 filed on March 22, 2002 with the Commission; . all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Werner Enterprises, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and . any amendments to any of the foregoing. /s/ John J. Steele - --------------------- Signature Subscribed and sworn to before me this 23rd day of John J. Steele July 2002. Vice President, Treasurer and Chief Financial Officer /s/ Pamela J. Filmer Werner Enterprises, Inc. -------------------------- Notary Public 7/23/02 My Commission Expires: - -------------------- 5/25/06 Date -------------------------- -----END PRIVACY-ENHANCED MESSAGE-----