-----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, MCDLN+fki4ni243yajTsuWGjPRd4lxGhvjY7L2ZzIzpHyL6JLSvoy1CCVFKe7GNs 2lKLxlTB/pNVXiq+zxt2mA== 0000793074-10-000026.txt : 20100517 0000793074-10-000026.hdr.sgml : 20100517 20100517170216 ACCESSION NUMBER: 0000793074-10-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100517 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100517 DATE AS OF CHANGE: 20100517 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: 10839680 BUSINESS ADDRESS: STREET 1: 14507 FRONTIER ROAD CITY: OMAHA STATE: NE ZIP: 68138 BUSINESS PHONE: 4028956640 MAIL ADDRESS: STREET 1: P.O. BOX 45308 CITY: OMAHA STATE: NE ZIP: 68145 8-K 1 wern8k051710.txt WERNER ENTERPRISES, INC. 8-K 05/17/2010 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): May 17, 2010 ------------------ 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) Number) Identification No.) 14507 FRONTIER ROAD POST OFFICE BOX 45308 OMAHA, NEBRASKA 68145 (Address of principal (Zip Code) executive offices) Registrant's telephone number, including area code: (402) 895-6640 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 7.01. REGULATION FD DISCLOSURE. On May 17, 2010, the registrant issued a press release announcing its upcoming participation in the 3rd Annual Wolfe Trahan & Co. Global Transportation Conference on Tuesday, May 25, 2010; 2010 KeyBanc Capital Markets Industrial, Automotive and Transportation Conference on Wednesday, June 2, 2010; Wells Fargo Securities 2010 Industrial Conference on Monday, June 14, 2010; Bank of America Merrill Lynch 16th Annual Global Transportation Conference on Tuesday, June 15, 2010; and Deutsche Bank 2010 Industrials Conference on Wednesday, June 23, 2010. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K. A live audio webcast of each presentation and the investor materials provided by the registrant at the Wolfe Trahan & Co., Wells Fargo Securities, Bank of America Merrill Lynch and Deutsche Bank conferences will be available to the public on the respective conference date on the registrant's internet website: www.werner.com, under the "Investor Information" link. The investor materials provided by the registrant at the KeyBanc Capital Markets conference will be available to the public prior to such conference date on the registrant's internet website. Replays of the audio webcasts and the investor materials will also be publicly accessible on such website for a limited period following each particular conference date. Details concerning the conferences, investor materials, webcasts and replays are included in the exhibit. In accordance with General Instruction B.2 to the Form 8-K, the information under this Item 7.01 and the press release exhibit to this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section 18, nor shall such information and exhibit be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), unless the registrant expressly states that such information and exhibit are to be considered "filed" under the Exchange Act or incorporates such information and exhibit by specific reference in an Exchange Act or Securities Act filing. This current report on Form 8-K, as well as the investor materials provided by and the oral public statements made by a representative of the registrant during the conference presentations, discussions, meetings and webcasts announced in this Form 8-K and the related press release, may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements are based on information presently available to the registrant's management and are current only as of the date made. Actual results could also differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in the registrant's Annual Report on Form 10-K for the year ended December 31, 2009. For those reasons, undue reliance should not be placed on any forward-looking statement. The registrant assumes no duty or obligation to update or revise any forward-looking statement, although it may do so from time to time as management believes is warranted or as may be required by applicable securities law. Any such updates or revisions may be made by filing reports with the U.S. Securities and Exchange Commission, through the issuance of press releases or by other methods of public disclosure. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. -------- 99.1 Press release issued by the registrant on May 17, 2010, "Werner Enterprises to Participate in Upcoming Industrial and Transportation Investment Conferences" 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: May 17, 2010 By: /s/ John J. Steele ----------------- ------------------------------ John J. Steele Executive Vice President, Treasurer and Chief Financial Officer Date: May 17, 2010 By: /s/ James L. Johnson ----------------- ------------------------------ James L. Johnson Senior Vice President, Controller and Corporate Secretary EX-99.1 2 wernexh99051710.txt WERNER ENTERPRISES, INC. 8-K 05/17/2010 Exhibit 99.1 WERNER ENTERPRISES, INC. 14507 Frontier Road P.O. Box 45308 Omaha, Nebraska 68145 FOR IMMEDIATE RELEASE Contact: John J. Steele - --------------------- Executive Vice President, Treasurer and Chief Financial Officer (402) 894-3036 WERNER ENTERPRISES TO PARTICIPATE IN UPCOMING INDUSTRIAL AND TRANSPORTATION INVESTMENT CONFERENCES Omaha, Nebraska; May 17, 2010: - ----------------------------- Werner Enterprises, Inc. (NASDAQ:WERN) ("Werner"), one of the nation's largest transportation and logistics companies, announced that it will participate in several upcoming investment conferences during the months of May and June. Werner will first participate in the 3rd Annual Wolfe Trahan & Co. Global Transportation Conference on Tuesday, May 25, 2010 in New York City, New York. Werner will be represented by John J. Steele, Executive Vice President, Treasurer and Chief Financial Officer. During a 40-minute session, Mr. Steele will give a ten-minute presentation on Werner's business and operations and participate in a 20-minute moderated Q&A panel discussion with another transportation and logistics company. The session will begin at 9:10 a.m. (EDT) with the other company's ten-minute presentation, followed shortly thereafter by Mr. Steele's presentation and the panel discussion. Mr. Steele will also take part in meetings with investors at the conference. In June, Werner will participate in the 2010 KeyBanc Capital Markets Industrial, Automotive and Transportation Conference on Wednesday, June 2, 2010 in Boston, Massachusetts. Mr. Steele and Robert E. Synowicki, Jr., Executive Vice President and Chief Information Officer, will represent Werner at the conference. They will provide a general business summary of Werner to the investment community during a series of 50-minute small group and general presentation meetings with investors. The meetings will be conducted from 8:00 a.m. to 5:00 p.m. (EDT). Werner will also participate in the Wells Fargo Securities 2010 Industrial Conference on Monday, June 14, 2010 in New York City, New York. Mr. Steele will present an overview of Werner's business and operations to investors. The presentation will begin at 2:05 p.m. (EDT) and will be approximately 30 minutes in length. Mr. Steele will also take part in meetings with investors during the conference. Mr. Steele will then represent Werner at the Bank of America Merrill Lynch 16th Annual Global Transportation Conference on Tuesday, June 15, 2010 in New York City, New York. At the conference, Mr. Steele will provide a general business overview of Werner in a 35-minute presentation and Q&A discussion for the investment community and during meetings with investors. The presentation and Q&A discussion will begin at 8:05 a.m. (EDT). Werner will additionally participate in the Deutsche Bank 2010 Industrials Conference on Wednesday, June 23, 2010 in Chicago, Illinois. Mr. Steele will summarize Werner's business and operations during a 35-minute presentation and Q&A discussion for investors that will begin at 1:05 p.m. (CDT). Mr. Steele will also participate in meetings with investors during the conference. A live audio webcast of each Werner presentation and Q&A discussion at the Wolfe Trahan & Co., Wells Fargo Securities, Bank of America Merrill Lynch and Deutsche Bank conferences will be publicly available, on the respective conference date, on the internet through the "Investor Information" link on the Werner website at www.werner.com. Investor materials provided by Werner at each conference mentioned in this press release will also be publicly available on the Werner website on the particular conference date, except that materials provided to investors at the KeyBanc Capital Markets conference will be available to the public prior to the conference date. Replays of the audio webcasts and the investor materials will then be archived and accessible by the public on the Werner website during the 30-day period following each individual conference date. The conference dates and times provided in this press release may be subject to change. Should any such changes occur, Werner may update the information by giving notice on its website, issuing a revised press release, filing a report with the U.S. Securities and Exchange Commission or through other methods of public disclosure. Please consult the Werner website before or on the conference date for any such updated notices, press releases or reports. Also, refer to the forward-looking statement guidance set forth below. Werner Enterprises, Inc. was founded in 1956 and is a premier transportation and logistics company, with coverage throughout North America, Asia, Europe, South America, Africa and Australia. Werner maintains its global headquarters in Omaha, Nebraska and maintains offices in the United States, Canada, Mexico, China and Australia. Werner is among the five largest truckload carriers in the United States, with a diversified portfolio of transportation services that includes dedicated, medium-to-long-haul, regional and local van capacity, expedited, temperature-controlled and flatbed services. Werner's Value Added Services portfolio includes freight management, truck brokerage, intermodal, load/mode and network optimization and freight forwarding. Werner, through its subsidiary companies, is a licensed U.S. NVOCC, U.S. Customs Broker, Class A Freight Forwarder in China, China NVOCC, TSA-approved Indirect Air Carrier and IATA Accredited Cargo Agent. Werner Enterprises, Inc.'s common stock trades on the NASDAQ Global Select MarketSM under the symbol "WERN". For further information about Werner, visit the company's website at www.werner.com. This press release, as well as the investor materials provided by and the oral public statements made by a Werner representative during the conference presentations, discussions, meetings and webcasts announced in this press release, may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements are based on information presently available to Werner's management and are current only as of the date made. Actual results could also differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in Werner's Annual Report on Form 10-K for the year ended December 31, 2009. For those reasons, undue reliance should not be placed on any forward-looking statement. Werner assumes no duty or obligation to update or revise any forward- looking statement, although it may do so from time to time as management believes is warranted or as may be required by applicable securities law. Any such updates or revisions may be made by filing reports with the U.S. Securities and Exchange Commission, through the issuance of press releases or by other methods of public disclosure. -----END PRIVACY-ENHANCED MESSAGE-----