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):
November 4, 2005
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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 November 4, 2005, the Company amended its $25.0 million bank credit
facility with Harris, N.A. This second amendment to the original credit
agreement dated April 22, 2003, as amended, increased the credit facility
to $50.0 million. As of November 4, 2005, the Company had outstanding
borrowings of $25.0 million under this facility. Any amounts borrowed
pursuant to this facility bear variable interest based on the London
Interbank Offered Rate and are due and payable in full on or before October
22, 2007. The agreement requires, among other things, that the Company
maintain a minimum consolidated tangible net worth and not exceed a maximum
ratio of total funded debt to earnings before interest, income taxes,
depreciation, amortization and rentals payable as defined in the credit
facility. The Company was in compliance with these covenants at November
4, 2005.
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 7, 2005 By: /s/ John J. Steele
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John J. Steele
Executive Vice President,
Treasurer and Chief
Financial Officer
Date: November 7, 2005 By: /s/ James L. Johnson
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James L. Johnson
Senior Vice President,
Controller and Corporate
Secretary