-----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, GvHdthIx3Qq6YLSXbeZmY02OsBXzyCFw7z86qJg1a1+OrgwUwHGFKuYAmZhexnfa xZxI6a+revSOTCSv1dFUog== 0000793074-02-000027.txt : 20021115 0000793074-02-000027.hdr.sgml : 20021115 20021115171740 ACCESSION NUMBER: 0000793074-02-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021115 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021115 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: 02830491 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 wern8k111502.txt WERNER ENTERPRISES, INC. 8K 11/15/02 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): November 15, 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 5. OTHER EVENTS. On November 15, 2002, the registrant issued a news release announcing that J.B. Hunt Transport Services, Inc. and Werner Enterprises, Inc. have reached an agreement in principle to sell a portion of Werner Enterprises' ownership interest in Transplace, Inc. to J.B. Hunt. A copy of the news release is filed as an exhibit to this Form 8-K. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Exhibit 99.1 News release issued by the registrant on November 15, 2002. 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: November 15, 2002 By: /s/ John J. Steele ----------------- ----------------------------- John J. Steele Vice President, Treasurer and Chief Financial Officer Date: November 15, 2002 By: /s/ James L. Johnson ----------------- ----------------------------- James L. Johnson Vice President, Controller and Corporate Secretary EX-99 3 transplace111502.txt WERNER ENTERPRISES, INC. 8K 11/15/02 J.B. HUNT TRANSPORT SERVICES, INC. WERNER ENTERPRISES, INC. 615 J.B. Hunt Corporate Drive 14507 Frontier Road Lowell, AR 72745 P. O. Box 45308 Omaha, Nebraska 68145 FOR IMMEDIATE RELEASE - --------------------- Contact for J.B. Hunt: Contact for Werner Enterprises: - ---------------------- ------------------------------- Kirk Thompson Robert E. Synowicki, Jr. President and Chief Executive Officer Executive Vice President and (479) 820-8110 Chief Information Officer (402) 894-3000 J.B. HUNT TRANSPORT SERVICES AND WERNER ENTERPRISES ANNOUNCE JOINT AGREEMENT TO SELL A PORTION OF WERNER'S OWNERSHIP INTEREST IN TRANSPLACE TO J.B. HUNT Omaha, Nebraska, November 15, 2002: - ----------------------------------- J.B. Hunt Transport Services, Inc. (Nasdaq: JBHT) and Werner Enterprises, Inc. (Nasdaq: WERN), two of the nation's largest truckload transportation companies, today announced that they have reached an agreement in principle to sell a portion of Werner Enterprises' (Werner) ownership interest in Transplace, Inc. to J.B. Hunt Transport Services, Inc. (J.B. Hunt). Prior to the agreement, Werner held a 15.28% equity interest in Transplace. With this agreement, Werner is selling a 10.28% equity interest in Transplace to J.B. Hunt for an undisclosed amount. Werner will remain a 5% owner of Transplace after the sale is completed. The transaction will be effective December 31, 2002. Werner estimates that this transaction will not have a material impact on its results of operations for fourth quarter 2002. Kirk Thompson, President and Chief Executive Officer of J.B. Hunt stated, "Throughout the establishment and operation of Transplace as a consortium of carriers, Werner has been a valuable member of the founding group. We consider it a real advantage and privilege to retain Werner as a 5% owner in Transplace, and we expect to continue to work together where appropriate in the logistics arena." "We are pleased to reach this agreement with one of our business partners in Transplace, J.B. Hunt Transport Services," said Werner Chairman and Chief Executive Officer, Clarence (C.L.) Werner. "Because of the evolving needs of our customers, the non-compete clause in our original subscription agreement became too restrictive relating to non- asset based transportation services. With this agreement, Werner is restructuring its approach to managing logistics business opportunities, while at the same time retaining an ownership position in Transplace, a company with excellent potential." Werner has agreed to relinquish its seat on the Board of Directors of Transplace, which will be transferred to J.B. Hunt. Transplace has agreed to release Werner from any restrictions on competition within the transportation logistics marketplace. Transplace - ---------- Transplace is a leading provider of transportation logistics services formed by Covenant Transport, Inc.; J.B. Hunt Transport Services, Inc.; Swift Transportation Co., Inc.; U.S. Xpress Enterprises, Inc.; and Werner Enterprises, Inc. on June 30, 2000. J.B. Hunt Transport Services, Inc. - ---------------------------------- J.B. Hunt Transport Services, Inc. is one of the largest transportation logistics companies in North America with annual revenues of more than $2 billion. The Company operates more than 11,000 trucks and approximately 44,000 trailers and containers. J.B. Hunt creates supply chain value through a variety of engineered, optimal solutions that include truckload and intermodal transportation services, dedicated fleet management, e-business, logistics management and professional services. J.B. Hunt's common stock is traded on The Nasdaq Stock Market under the symbol JBHT and is a component of the Dow Jones Transportation Average. For more information about the company, visit www.jbhunt.com. Werner Enterprises, Inc. - ------------------------ Werner Enterprises is a full-service transportation company providing truckload services throughout the 48 states, portions of Canada and Mexico. C.L. Werner founded the Company in 1956. Werner is one of the nation's largest truckload carriers with a fleet of 7,950 trucks and 20,200 trailers. Werner Enterprises' common stock is traded on The Nasdaq Stock Market under the symbol WERN. For more information about the company, visit www.werner.com. Note: This press release contains forward-looking statements, which are based on information currently available. Actual results could differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in Item 7 of the Companies' Annual Reports on Form 10-K for the year ended December 31, 2001. The Companies assume no obligation to update any forward-looking statement to the extent they become aware that it will not be achieved for any reason. -----END PRIVACY-ENHANCED MESSAGE-----