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 10, 2009
------------------
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 10, 2009, 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, 2008 and Quarterly Report on Form 10-Q for the
quarterly period ended March 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 November 10,
2009, "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 10, 2009 By: /s/ John J. Steele
---------------------- -----------------------------
John J. Steele
Executive Vice President,
Treasurer and Chief
Financial Officer
Date: November 10, 2009 By: /s/ James L. Johnson
---------------------- -----------------------------
James L. Johnson
Senior Vice President,
Controller and Corporate
Secretary