0000793074-12-000018.txt : 20120509
0000793074-12-000018.hdr.sgml : 20120509
20120508173123
ACCESSION NUMBER: 0000793074-12-000018
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20120508
ITEM INFORMATION: Regulation FD Disclosure
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20120509
DATE AS OF CHANGE: 20120508
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: 12822707
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
wern8k050812A.txt
WERNER ENTERPRISES 8-K
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 8, 2012
------------------
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 8, 2012, the registrant issued a press release announcing its
upcoming participation in the Bank of America Merrill Lynch 2012 Global
Transportation Conference on Thursday, May 17, 2012; Wolfe Trahan & Co. 5th
Annual Global Transportation Conference on Wednesday, May 23, 2012; and
2012 KeyBanc Capital Markets Industrial, Automotive and Transportation
Conference on Thursday, May 31, 2012. A copy of the press release is
furnished as Exhibit 99.1 to this Form 8-K.
The investor materials and a live audio webcast of each presentation and
question-and-answer discussion provided by the registrant at the Bank of
America Merrill Lynch and Wolfe Trahan & Co. conferences will be publicly
available on the respective conference date on the registrant's internet
website: www.werner.com, under the "Investors" link. The investor
materials provided by the registrant at the KeyBanc Capital Markets
conference will be publicly available prior to such conference date on the
registrant's internet website. The investor materials and replays of the
audio webcasts will also be accessible by the public 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 any 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, 2011. 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 the registrant 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 8, 2012,
"Werner Enterprises to Participate in Three Upcoming
Transportation 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 8, 2012 By: /s/ John J. Steele
-------------------- ------------------------------
John J. Steele
Executive Vice President,
Treasurer and Chief
Financial Officer
Date: May 8, 2012 By: /s/ James L. Johnson
-------------------- ------------------------------
James L. Johnson
Executive Vice President,
Chief Accounting Officer and
Corporate Secretary
EX-99
2
wernexh99050812.txt
WERNER ENTERPRISES 8-K EXHIBIT
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 THREE
UPCOMING TRANSPORTATION CONFERENCES
Omaha, Nebraska, May 8, 2012:
----------------------------
Werner Enterprises, Inc. (NASDAQ:WERN) ("Werner"), one of the
nation's largest transportation and logistics companies, announced
that it will participate in three upcoming transportation conferences
during the month of May.
Werner will first participate in the Bank of America Merrill
Lynch 2012 Global Transportation Conference on Thursday, May 17, 2012
in Boston, Massachusetts. Werner will be represented at the
conference by Derek J. Leathers, President and Chief Operating
Officer, and John J. Steele, Executive Vice President, Treasurer and
Chief Financial Officer. Messrs. Leathers and Steele will summarize
Werner's business and operations in a presentation and question-and-
answer ("Q&A") discussion with the investment community and during
meetings with investors. The presentation and Q&A discussion are
currently scheduled to begin at 8:40 a.m. (EDT) and will be
approximately 35 minutes in length.
Mr. Steele will next represent Werner at the Wolfe Trahan & Co.
5th Annual Global Transportation Conference on Wednesday, May 23,
2012 in New York City, New York. During a 55-minute session, Mr.
Steele will provide a general business overview of Werner during a
brief introductory presentation and participate in a moderated Q&A
panel discussion with executives from two other publicly traded
transportation companies. The session is currently scheduled to
begin at 8:00 a.m. (EDT) with each company's introduction, followed
by the Q&A panel discussion. Mr. Steele will also participate in
meetings with investors during the conference.
Werner will then take part in the 2012 KeyBanc Capital Markets
Industrial, Automotive and Transportation Conference on Thursday, May
31, 2012 in Boston, Massachusetts. At the conference, Mr. Steele
will provide a summary of Werner's business and operations to the
investment community during a series of 50-minute small group and
general presentation meetings with investors. The meetings are
currently scheduled to be conducted from 8:00 a.m. to 2:00 p.m.
(EDT).
The investor materials and a live audio webcast of each
presentation and Q&A discussion provided by Werner at the Bank of
America Merrill Lynch and Wolfe Trahan & Co. conferences will be
publicly available on the respective conference date on the internet
through the "Investors" link on the Werner website at www.werner.com.
Investor materials provided by Werner at the KeyBanc Capital Markets
conference will be publicly available prior to the conference date on
the Werner website. The investor materials and replays of the audio
webcasts 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 respective
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 van, temperature-controlled and flatbed; medium-
to-long-haul, regional and local van; and expedited 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, as well as the investor materials provided
by and the oral public statements made by any 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, 2011. 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.