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.