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 30, 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 December 4, 2006, Werner Enterprises, Inc. (the "Company") amended
its $125.0 million bank credit facility with Wells Fargo Bank, National
Association. This sixth amendment to the original credit agreement dated
May 16, 2003, as amended, increased the credit facility to $175.0 million
and removed the clause that called for a reduction in the maximum facility
amount on December 31, 2007. 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. The amendment also modified the definition of total funded
debt for purposes of calculating the maximum ratio of total funded debt to
earnings before interest, income taxes, depreciation, and amortization.
As of December 4, 2006, the Company had outstanding borrowings of
$50.0 million under this facility, and the credit available is reduced by
$39.2 million in letters of credit the Company maintains. The Company's
total outstanding debt as of December 4, 2006 is $90.0 million, which
includes borrowings of $40.0 million under its $100.0 million credit
facility with Harris, N.A.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
On November 30, 2006, the Compensation Committee (the "Committee") of
the Board of Directors of Werner Enterprises, Inc. (the "Company") approved
the following annual discretionary bonuses to be paid on December 4, 2006
to the Company's principal executive officer, principal financial officer,
and other named executive officers:
Name Title Bonus
------------------- ----------------------------------------- --------
Clarence L. Werner Chairman of the Board and Chief
Executive Officer $350,000
Gary L. Werner Vice Chairman $230,000
Gregory L. Werner President and Chief Operating Officer $350,000
Daniel H. Cushman Senior Executive Vice President and
Chief Marketing Officer $245,000
Derek J. Leathers Senior Executive Vice President -
Value Added Services, International $230,000
John J. Steele Executive Vice President, Treasurer
and Chief Financial Officer $80,000
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: December 6, 2006 By: /s/ John J. Steele
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John J. Steele
Executive Vice President,
Treasurer and Chief
Financial Officer
Date: December 6, 2006 By: /s/ James L. Johnson
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James L. Johnson
Senior Vice President,
Controller and Corporate
Secretary