0000793074-11-000042.txt : 20111115 0000793074-11-000042.hdr.sgml : 20111115 20111115163911 ACCESSION NUMBER: 0000793074-11-000042 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111115 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111115 DATE AS OF CHANGE: 20111115 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: 111207619 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 wern8k111511.txt WERNER ENTERPRISES, INC. 8-K 11/15/11 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): November 15, 2011 ------------------ 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 November 15, 2011, the registrant issued a press release announcing that its Board of Directors declared a quarterly dividend and a special dividend. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K. 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 and the 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, 2010. 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 November 15, 2011, "Werner Enterprises Announces Quarterly and Special Dividends" 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, 2011 By: /s/ John J. Steele --------------------- ------------------------------ John J. Steele Executive Vice President, Treasurer and Chief Financial Officer Date: November 15, 2011 By: /s/ James L. Johnson --------------------- ------------------------------ James L. Johnson Executive Vice President, Chief Accounting Officer and Corporate Secretary EX-99 2 wernexh99111511.txt WERNER ENTERPRISES, INC. 8-K 11/15/11 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 ANNOUNCES QUARTERLY AND SPECIAL DIVIDENDS Omaha, Nebraska, November 15, 2011: ---------------------------------- Werner Enterprises, Inc. (NASDAQ: WERN), one of the nation's largest transportation and logistics companies, announced today that its Board of Directors declared a regular quarterly cash dividend of $.050 (5.0 cents) per common share payable to stockholders of record at the close of business on January 9, 2012. This dividend will be paid on January 24, 2012. Werner Enterprises is currently in its twenty-fifth year of paying quarterly cash dividends on its common stock to its stockholders. The first quarterly cash dividend was paid by Werner Enterprises in July 1987. Werner also announced that its Board of Directors declared a special cash dividend of $0.50 (50.0 cents) per common share payable to stockholders of record at the close of business on November 30, 2011. This dividend will be paid on December 15, 2011. As a result of the special dividend, a total of approximately $36 million will be paid on Werner's 72.8 million common shares outstanding. No portion of the $0.50 special dividend is considered to be a return of capital. Werner also paid special cash dividends of $1.60 per common share in December 2010, $1.25 per common share in December 2009, and $2.10 per common share in December 2008. This is the fourth consecutive year that Werner will pay a special dividend to shareholders as a way to further enhance shareholder return. It is Werner's intention to continue to expand its profits in the future by keeping its fleet count flat for the near term and increasing its operating margin percentage with improved rates, high utilization and a lean cost structure. Werner also intends to accelerate growth of its non-asset-based logistics services of brokerage, freight management, intermodal and global freight forwarding to create a planned balanced portfolio of revenues comprised of one-way truckload, dedicated and logistics. 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; expedited; temperature-controlled; and flatbed services. Werner's Value Added Services portfolio includes freight management, truck brokerage, intermodal, and international services. International services are provided through Werner's domestic and global subsidiary companies and include ocean, air and ground transportation; freight forwarding; and customs brokerage. 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 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, 2010. 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.