UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 22, 2010
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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 7.01. REGULATION FD DISCLOSURE.
As previously reported by the registrant on the Current Report on Form 8-K
filed with the U.S. Securities and Exchange Commission on January 21, 2010
(the "Initial Filing"), the registrant issued a press release announcing
its upcoming participation in the Stifel Nicolaus 2010 Transportation and
Logistics Conference on Wednesday, February 10, 2010. (A copy of such
press release was furnished as Exhibit 99.1 to the Initial Filing.)
Subsequent to the Initial Filing, the aforementioned conference notified
the registrant of a change to the registrant's conference presentation
schedule, and the information contained in the Exhibit 99.1 press release
was revised accordingly. The purpose of this Current Report on Form 8-K/A
is to disseminate such revised press release to the public. A copy of such
revised press release is furnished as Exhibit 99.2 to this amendment.
A live audio webcast of the conference presentations and the investor
materials provided by the registrant at the conferences noted in the press
release will be available to the public on the respective conference date
on the registrant's internet website: www.werner.com, under the "Investor
Information" link. The investor materials and replays of the webcast
presentations will also be publicly available 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/A 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/A, as well as the investor materials
provided by and the oral public statements made by a representative of the
registrant during the conference presentations and webcasts announced in
this Form 8-K/A 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, 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.
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99.2 Revised press release issued by the registrant on
January 22, 2010, "Werner Enterprises to Participate in
Two Upcoming Investment Conferences, Updated
Presentation Schedule"
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: January 22, 2010 By: /s/ John J. Steele
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John J. Steele
Executive Vice President,
Treasurer and Chief
Financial Officer
Date: January 22, 2010 By: /s/ James L. Johnson
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James L. Johnson
Senior Vice President,
Controller and Corporate
Secretary