UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
August 9, 2006
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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 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On August 9, 2006, Werner Enterprises, Inc. (the "Company") amended
its $100.0 million bank credit facility with Wells Fargo Bank, National
Association. This fifth amendment to the original credit agreement dated
May 16, 2003, as amended, increased the credit facility to $125.0 million.
The agreement provides for the maximum facility amount to be reduced from
$125.0 million to $100.0 million on December 31, 2007, and on this date the
Company must repay any amounts necessary to reduce the aggregate
outstanding principal balance to the reduced maximum facility amount. Any
amounts that may be borrowed pursuant to this facility bear interest at a
variable rate based on the London Interbank Offered Rate and would be due
and payable in full on or before May 31, 2011. As of August 9, 2006, the
Company had no outstanding borrowings under this facility, and the credit
available is reduced by $37.2 million in letters of credit the Company
maintains.
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: August 11, 2006 By: /s/ John J. Steele
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John J. Steele
Executive Vice President,
Treasurer and Chief
Financial Officer
Date: August 11, 2006 By: /s/ James L. Johnson
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James L. Johnson
Senior Vice President,
Controller and Corporate
Secretary