-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BsQ3mqtDlRr2H/M7rTrEJCbebN6h/S4oWEWFq1xpLjnfqC++SK6zpHX+671146Kc GIUmgWkPH53Fzat3lci4RQ== 0000793074-03-000004.txt : 20030226 0000793074-03-000004.hdr.sgml : 20030226 20030226172642 ACCESSION NUMBER: 0000793074-03-000004 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030226 EFFECTIVENESS DATE: 20030226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WERNER ENTERPRISES INC CENTRAL INDEX KEY: 0000793074 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 470648386 STATE OF INCORPORATION: NE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-103467 FILM NUMBER: 03581631 BUSINESS ADDRESS: STREET 1: 14507 FRONTIER ROAD STREET 2: P O BOX 45308 CITY: OMAHA STATE: NE ZIP: 68145 BUSINESS PHONE: 4028956640 S-8 1 werns8.txt WERNER ENTERPRISES, INC. FORM S-8 As filed with the Securities and Exchange Commission on February 26, 2003 Registration No. 333-______ ========================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WERNER ENTERPRISES, INC. (Exact name of Registrant as specified in its charter) NEBRASKA 47-0648386 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 14507 FRONTIER ROAD POST OFFICE BOX 45308 OMAHA, NEBRASKA 68145-0308 (Address of Principal Executive Offices) (Zip Code) WERNER ENTERPRISES, INC. AMENDED AND RESTATED STOCK OPTION PLAN (Full title of the Plan) Copy to: JOHN J. STEELE JOHN S. ZEILINGER Vice President, Treasurer and Baird, Holm, McEachen, Pedersen, Chief Financial Officer Hamann & Strasheim LLP Werner Enterprises, Inc. 1800 Woodmen Tower 14507 Frontier Road Omaha, Nebraska 68102-2068 Post Office Box 45308 Omaha, Nebraska 68145-0308 (Name and address of agent for service) (402) 895-6640 (402) 344-0500 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------- ---------------- -------------- --------- --------- ------------ Proposed Proposed Title of each maximum maximum class of Amount offering aggregate Amount of securities to be to be price per offering registration registered registered (1) share (2) price (2) fee(2) ---------------- -------------- --------- --------- ------------ - -------------------------------------------------------------------------- Common Stock, 9,166,667 $17.91 $164,175,006 $13,282 $.01 par value - --------------------------------------------------------------------------
(1) Represents shares of the Registrant's common stock authorized to be issuable under the Werner Enterprises, Inc. Amended and Restated Stock Option Plan. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also registers such additional indeterminate amount of shares as may be issuable as a result of a stock split, stock dividend or similar transaction with respect to the shares covered hereby. (2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933 solely for the purpose of calculating the registration fee. In accordance with Rule 457(h), the computation is based upon the average of the high and low sale prices for the Registrant's common stock reported by the Nasdaq National Market on February 25, 2003. ========================================================================== Pursuant to Rule 429 under the Securities Act of 1933, this Registration Statement also amends the information contained in the earlier registration statement relating to the Werner Enterprises, Inc. Stock Option Plan, Registration Statement No. 33-15894 filed on July 16, 1987, including Post-Effective Amendment No. 1 to Form S-8 filed on August 7, 1987 and Post-Effective Amendment No. 2 to Form S-8 filed on November 2, 1987. EXPLANATORY NOTE As permitted by General Instruction E to Form S-8, this Registration Statement incorporates by reference the information contained in Registration Statement No. 33-15894 relating to the Werner Enterprises, Inc. Stock Option Plan (the "Plan"), filed on July 16, 1987, including Post-Effective Amendment No. 1 to Form S-8 filed on August 7, 1987 and Post-Effective Amendment No. 2 to Form S-8 filed on November 2, 1987 (the "Prior Registration Statement"). Under the Prior Registration Statement and pursuant to Rule 416(a) under the Securities Act of 1933, the Registrant registered 2,500,000 shares of its common stock for issuance under the Plan. This Registration Statement is being filed to reflect adjustments to the aggregate number of shares of Registrant's common stock authorized to be issuable under the Plan based on stock splits and certain amendments to the Plan that increased the number of shares authorized to be issued thereunder from 2,500,000 to 11,666,667. ITEM 8. EXHIBITS The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as part of this Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Omaha, Nebraska on the 26th day of February, 2003. WERNER ENTERPRISES, INC. By: /s/ John J. Steele ----------------------------- John J. Steele, Vice President, Treasurer and Chief Financial Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Position Date --------- -------- ---- /s/ Clarence L. Werner Chairman of the Board, February 26, 2003 ------------------------ Chief Executive Officer Clarence L. Werner and Director /s/ Gary L. Werner Vice Chairman and February 26, 2003 ------------------------ Director Gary L. Werner /s/ Curtis G. Werner Vice Chairman - February 26, 2003 ------------------------ Corporate Development Curtis G. Werner and Director /s/ Gregory L. Werner President, Chief February 26, 2003 ------------------------ Operating Officer and Gregory L. Werner Director /s/ John J. Steele Vice President, February 26, 2003 ------------------------ Treasurer and Chief John J. Steele Financial Officer /s/ James L. Johnson Vice President, February 26, 2003 ------------------------ Controller and Corporate James L. Johnson Secretary /s/ Irving B. Epstein Director February 26, 2003 ------------------------ Irving B. Epstein /s/ Gerald H. Timmerman Director February 26, 2003 ------------------------ Gerald H. Timmerman /s/ Jeffrey G. Doll Director February 26, 2003 ------------------------ Jeffrey G. Doll /s/ Michael L. Steinbach Director February 26, 2003 ------------------------ Michael L. Steinbach /s/ Kenneth M. Bird Director February 26, 2003 ------------------------ Kenneth M. Bird
EXHIBIT INDEX
Exhibit Page Number or Incorporated by Number Description Reference to ------- ----------- ------------------------------ 4.1(A) Revised and Amended Exhibit 3 to Registration Articles of Incorporation Statement on Form S-1, Registration No. 33-5245 4.1(B) Articles of Amendment to Exhibit 3(i) to the Articles of Incorporation Company's report on Form 10-Q for the quarter ended May 31, 1994 4.1(C) Articles of Amendment to Exhibit 3(i) to the Company's Articles of Incorporation report on Form 10-K for the year ended December 31, 1998 4.2 Revised and Amended By-Laws Exhibit 3(ii) to the Company's report on Form 10-K for the year ended December 31, 1994 4.3 Werner Enterprises, Inc. Filed herewith Amended and Restated Stock Option Plan 5 Opinion of Baird, Holm, Filed herewith McEachen, Pedersen, Hamann & Strasheim LLP regarding legality of common stock 23.1 Consent of Baird, Holm, Filed herewith (included in McEachen, Pedersen, Hamann Exhibit 5) & Strasheim LLP 23.2 Consent of KPMG LLP Filed herewith
EX-4.3 3 wernex4-3.txt AMENDED AND RESTATED STOCK OPTION PLAN EXHIBIT 4.3 WERNER ENTERPRISES, INC. AMENDED AND RESTATED STOCK OPTION PLAN 1. Purpose. The purpose of the Werner Enterprises, Inc. (the "Company") Stock Option Plan (the "Plan") is to advance the interests of the Company and its shareholders by attracting and retaining those individuals whose skill and initiative enhance the Company's continued success, growth and profitability. This Plan is a nonqualified stock option plan, with stock appreciation rights. This Plan authorizes the grant of nonqualified stock options and stock appreciation rights in order to help attract and retain key employees, by providing them with participatory rights in the future success and growth of the Company, without necessarily requiring a financial outlay by these employees to ensure their participation in the Plan benefits. 2. Definitions. The following words shall have the following meaning: (a) "Company" shall mean Werner Enterprises, Inc., a Nebraska corporation. (b) "Board of Directors" shall mean the Board of Directors of the Company. (c) "Committee" shall mean the Option Committee, which is appointed by the Board of Directors, and which shall be composed of three or more members of the Board of Directors, and none of whom, for one year prior to his or her appointment to the committee, has been granted or awarded any equity security, including any derivative security such as an Option or Stock Appreciation Right, of the Company pursuant to this Plan or any other plan of the Company. (d) "Common Stock" shall mean the common stock of the Company, par value $.01 per share. (e) "Option" shall mean a right to purchase Common Stock, granted pursuant to the Plan. (f) "Option Price" shall mean the purchase price for Common Stock under an Option, as determined in Section 6 below. (g) "Plan" shall mean this Werner Enterprises, Inc. Stock Option Plan. (h) "Participant" shall mean an employee of the Company (or any of its subsidiaries) to whom an Option is granted under the Plan. (i) "Stock Appreciation Right" shall mean a right to receive cash or stock, granted pursuant to Section 8 below. 3. Stock To Be Optioned. Subject to the provisions of Section 13 of the Plan, the maximum number of shares of Common Stock that may be optioned or sold under the Plan is 11,666,667 shares. Such shares may be treasury, or authorized but unissued, shares of Common Stock of the Company. 4. Administration. The Plan shall be administered by the Committee. Two members of the Committee shall constitute a quorum for the transaction of business. The Committee is granted the authority to determine the recipients of the Options and the Stock Appreciation Rights, the number of shares subject to such Options and the corresponding Stock Appreciation Rights, the date on which these Options and Stock Appreciation Rights are to be granted and are exercisable, whether or not such Options and Stock Appreciation Rights may be exercisable in installments, and any other terms of the Options and Stock Appreciation Rights consistent with the terms of this Plan. Options for no more than 1,250,000 shares in the aggregate may be granted to one person, and Options may be granted at any time during the Plan's duration. The interpretation and construction of any provision of the Plan by the Committee shall be final, unless otherwise determined by a majority of the entire Board of Directors. No member of the Board of Directors or the Committee shall be liable for any action or determination made by him in good faith. 5. Eligibility. The Committee may grant options to any management employee (including an employee who is a director and/or an officer of the Company and its subsidiaries). Options may be awarded by the Committee at any time and may include or exclude new or previous Participants as the Committee shall determine. Options granted at different times need not contain similar provisions. 6. Option Price. The purchase price of Common Stock under each Option shall be 100 percent of the fair market value of the Common Stock on the date the Option is granted, but in no event less than the par value of the Common Stock. If the Common Stock is traded in a public trading market, the fair market value will be the last reported sales price on the date preceding the date of determination. If there is no active public trading market for the Common Stock, the fair market value shall be determined in good faith by the Committee. In addition, the Plan allows, at the discretion of the Committee, the surrender of an Option and its subsequent regrant. The regranting of the Option may allow for lower-priced shares (as then valued) to be granted or for a lesser number of shares than originally intended to be issued. However, as with the originally issued option shares, the price to the Participant may not be less than the fair market value of the regranted optioned shares, as determined at the time of regrant. 7. Terms and Conditions of Options. Options granted pursuant to this Plan shall comply with and be subject to the following terms and conditions: (a) Time and Method of Payment. The Option Price shall be paid in full in cash at the time an Option is exercised under the Plan. Exercise of an Option without concurrent payment in full in cash shall be invalid and of no effect. Upon the exercise of an Option and the payment of the full Option Price, the Participant shall be entitled to the issuance of a stock certificate evidencing his ownership of such Common Stock and, as of that date, the 2 Participant shall have all the rights of a shareholder. No adjustment will be made for dividends or other rights for which the record date is prior to the date the Participant is entitled to the issuance of a stock certificate. (b) Number of Shares. Each Option shall state the total number of shares of Common Stock to which it pertains. The number of shares to which a Participant is entitled under an Option shall be reduced by the number of Stock Appreciation Rights (described in Section 8 below) related to the Option that have been previously exercised by the Participant. (c) Option Period and Limitations on Exercise of Options. The Committee may in its discretion provide that an Option may become exercisable only after the expiration of a period of time specified in the Option agreement. Except as provided in the Option agreement, Options shall not be exercisable until the expiration of six months from the date the Option is granted, and any Option may be exercised in whole or in part. No Option may be exercised after the expiration of ten years and one day from the date it is granted. Unless otherwise noted in the Option agreement, no Option may be exercised for a fractional share of Common Stock. 8. Terms and Conditions of Stock Appreciation Rights. The Committee may grant Stock Appreciation Rights at the same time as Participants are awarded Options under the Plan. Such Stock Appreciation Rights shall be evidenced by agreements which shall comply with, and be subject to, the following terms and conditions: (a) Grant. Each Stock Appreciation Right shall relate to a specific Option under the Plan and shall be awarded to a Participant concurrently with the grant of such Option. The number of Stock Appreciation Rights granted to a Participant may be equal to the number of shares that the Participant is entitled to receive pursuant to the related Option. The number of Stock Appreciation Rights held by a Participant shall be the number of Stock Appreciation Rights granted reduced by: (1) the number of Stock Appreciation Rights exercised for Common Stock or cash pursuant to the Stock Appreciation Rights agreement; (2) the number of shares of Common Stock purchased by such Participant pursuant to the related Option. (b) Manner of Exercise. A Participant shall exercise Stock Appreciation Rights by giving written notice of such exercise to the Company. The date on which such written notice is received by the Company shall be the exercise date for the Stock Appreciation Rights. (c) Appreciation Available. Each Stock Appreciation Right shall entitle a Participant to the excess of the fair market value of a share of Common Stock on the exercise date over the Option Price of the related Option. 3 (d) Payment of Appreciation. In the discretion of the Committee, the appreciation available to a Participant from an exercise of Stock Appreciation Rights may be paid to the Participant either in cash or Common Stock. If paid in cash, the amount thereof shall be the amount of appreciation available (see (c) above). If paid in Common Stock, the number of shares that shall be issued pursuant to the exercise of Stock Appreciation Rights shall be determined by dividing the amount of appreciation by the fair market value of a share of Common Stock on the exercise date of the Stock Appreciation Rights; provided, however, that no fractional shares shall be issued upon the exercise of Stock Appreciation Rights. (e) Limitations Upon Exercise of Stock Appreciation Rights. If a Participant exercises a Stock Appreciation Right for cash, the Option to which the Stock Appreciation Right relates shall expire. Stock Appreciation Rights may be exercised only at such times and by such persons as may exercise Options under the Plan. Adjustment to the number of shares in the Plan and the price per share pursuant to Section 13 below shall also be made to any Stock Appreciation Rights held by each Participant. 9. Termination of Employment. A Participant's Options and Stock Appreciation Rights will immediately terminate and his or her right to exercise Options and Stock Appreciation Rights will immediately terminate upon the involuntary termination by the Company of the Participant's employment with the Company or a subsidiary of the Company. If a Participant's employment with the Company or a subsidiary of the Company is voluntarily terminated by the Participant, the Participant may exercise his or her Options or Stock Appreciation Rights that are otherwise exercisable pursuant to this Plan on the date of such termination for up to and including one hundred and eighty (180) days after such termination of his or her employment, but in no event shall any Option or Stock Appreciation Right be exercisable more than ten years and one day from the date it was granted. The Committee has the right to cancel an Option or Stock Appreciation Right during such 180 day period if the Participant engages in employment or activities contrary, in the opinion of the Committee, to the best interests of the Company. The Committee shall also determine in each case whether a termination of employment (including a termination due to disability) shall be considered voluntary or involuntary. In addition, the Committee shall determine, subject to applicable law, whether a leave of absence or similar circumstance shall constitute a termination of employment and the date upon which a termination resulting therefrom became effective. Any such determination of the Committee shall be final and conclusive, unless overruled by the entire Board of Directors at its next regular or special meeting. A Participant's right to exercise Options or Stock Appreciation Rights after his or her death are governed by Section 10 of this Plan. 10. Rights in Event of Death. If a Participant dies while employed by the Company, or within one hundred and eighty (180) days after having retired or voluntarily terminated his or her employment, and at the time of death had unexercised Options or Stock Appreciation Rights, the executors or administrators, or legatees or heirs, of his estate shall have the right to exercise such Options and Stock Appreciation Rights within one year of the Participant's death to the extent that such deceased Participant was entitled to exercise the Options and Stock Appreciation 4 Rights on the date of his death; provided, however, that in no event shall the Options or Stock Appreciation Rights be exercisable more than ten years and one day from the date they were granted. As a condition to any such exercise, the Committee may require any such executor, administrator, legatee or heir seeking to exercise such Options or Stock Appreciation Rights to provide evidence satisfactory to the Committee, in its sole discretion, of his or her authority to exercise such Options or Stock Appreciation Rights on behalf of the Participant's estate. 11. No Obligation To Exercise Option or Stock Appreciation Rights. The granting of an Option or Stock Appreciation Rights shall impose no obligation upon the Participant to exercise such Option or Stock Appreciation Rights. 12. Nonassignability. Options and Stock Appreciation Rights shall not be transferable other than by will or by the laws of descent and distribution and during a Participant's lifetime shall be exercisable only by such Participant. 13. Effect of Change in Stock Subject to the Plan. The aggregate number of shares of Common Stock available for Options under the Plan, the aggregate number of options that may be granted to any one person, the shares subject to any Option, the price per share, and the number of related Stock Appreciation Rights shall all be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock subsequent to the effective date of the Plan resulting from (1) a subdivision or consolidation of shares or any other capital adjustment, (2) the payment of a stock dividend or (3) other increase or decrease in such shares effected without receipt of consideration by the Company. If the Company shall be the surviving corporation in any merger or consolidation, any Option or Stock Appreciation Rights shall pertain, apply and relate to the securities to which a holder of the number of shares of Common Stock subject to the Option would have been entitled after the merger or consolidation. Upon dissolution or liquidation of the Company, or upon a merger or consolidation in which the Company is not the surviving corporation, all outstanding Options and Stock Appreciation Rights under the Plan shall terminate; provided, however, that each Participant shall have the right, immediately prior to such dissolution or liquidation, or such merger or consolidation, to exercise such Options and Stock Appreciation Rights in whole or in part, but only those Options and Stock Appreciation Rights exercisable on the date of the dissolution, liquidation, merger or consolidation. 14. Amendment. The Board of Directors, by resolution, may terminate, amend or revise the Plan with respect to any shares as to which Options have not been granted. Neither the Board of Directors nor the Committee may, without the consent of the holder of an Option, alter or impair any Options or Stock Appreciation Rights previously granted pursuant to the Plan, except as authorized herein. 15. Agreement and Representation of Employees. As a condition to the exercise of a portion of any Options or Stock Appreciation Rights, the Company may require the person exercising such Options or Stock Appreciation Rights to represent and warrant at the time of such exercise that any shares of Common Stock acquired by exercise are being acquired only for investment and without any present intention to sell or distribute such shares, if, in the opinion of counsel for the 5 Company, such a representation is required under the Securities Act of 1933 or any other applicable law, regulation or rule of any governmental agency. 16. Reservation of Shares of Common Stock. The Company, during the term of the Plan, will at all times reserve and keep available the number of shares of Common Stock that shall be sufficient to satisfy the requirements of this Plan. The inability of the Company to obtain from any regulatory body having jurisdiction the authority deemed necessary by legal counsel for the Company for the lawful issuance and sale of its Common Stock hereunder shall relieve the Company of any liability in respect of the failure to issue or sell Common Stock as to which the requisite authority has not been obtained. 17. Effective Date of Plan. The Plan shall be effective as of June 9, 1987. 18. Termination Date of Plan. This Plan may be terminated by the Board of Directors, in its sole discretion, and no Options or Stock Appreciation Rights shall be granted pursuant to this Plan after such termination. Termination of this Plan shall not affect any Options or Stock Appreciation Rights granted during the term of this Plan. 6 EX-5 4 wernex5.txt LEGAL OPINION EXHIBIT 5 [BAIRD, HOLM, McEACHEN, PEDERSEN, HAMANN & STRASHEIM LLP LETTERHEAD] February 24, 2003 Werner Enterprises, Inc. 14507 Frontier Road P.O. Box 45308 Omaha, Nebraska 68145-0308 Re: Form S-8 Registration Statement Dear Ladies and Gentlemen: We have acted as corporate counsel to Werner Enterprises, Inc. (the "Company"), a Nebraska corporation, in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), the Registration Statement on Form S-8 (the "Registration Statement") relating to the issuance by the Company of 9,166,667 shares of the Company's Common Stock, par value $.01 per share (the "Shares"), from time to time, pursuant to the Werner Enterprises, Inc. Amended and Restated Stock Option Plan, as amended (the "Plan"). This opinion is being furnished in accordance with the requirements of Item 601(c) of the Regulation S-K of the Act. In connection with this opinion, we have examined originals or certified or photostatic copies of such records of the Company, certificates of officers of the Company and public officials, and such other documents that we have deemed relevant or necessary as the basis for the opinions hereinafter expressed, including, the following (i) the Articles of Incorporation of the Company, as amended to date, (ii) the Bylaws of the Company, as amended to date, (iii) the Registration Statement, (iv) certified resolutions of the Board of Directors; and (v) the Plan. In all such examinations, we have assumed the genuineness of all signatures, and the conformity to original documents submitted as certified or photostatic copies, and the authenticity of originals. Subject to the foregoing, it is our opinion that the Shares have been duly authorized and, when issued and delivered pursuant to the Plan, and when the Registration Statement shall have become effective, will be legally issued and will be fully paid and nonassessable. We consent to your filing this opinion as Exhibit 5 to the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the SEC promulgated thereunder. This opinion letter is limited to the matters stated herein and no opinions may be implied or inferred beyond the matters expressly stated herein. This opinion letter has been issued solely for the benefit of and may be relied upon only by Werner Enterprises, Inc. and no other party or entity shall be entitled to rely hereon without the express written consent of this firm. Without our prior written consent, this opinion letter may not be quoted, in whole or in part, or otherwise referred to in any document or report and may not be furnished to any person or entity, except as may be required by applicable law. Respectfully submitted, /s/ Baird, Holm, McEachen, Pedersen, Hamann & Strasheim LLP BAIRD, HOLM, McEACHEN, PEDERSEN, HAMANN & STRASHEIM LLP JSZ/VHF/slb DOCS/532949.2 EX-23.2 5 wernex23-2.txt CONSENT OF KPMG LLP Exhibit 23.2 [KPMG LLP LETTERHEAD] Independent Auditors' Consent The Board of Directors Werner Enterprises, Inc.: We consent to the incorporation by reference in the registration statement (No. 333-_____) on Form S-8 of Werner Enterprises, Inc. of our report dated January 22, 2002, except as to the second paragraph of Note 3 and Note 9 which are as of February 11, 2002, with respect to the consolidated balance sheets of Werner Enterprises, Inc. as of December 31, 2001 and 2000, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2001, and the related financial statement schedule, which report appears in the December 31, 2001, annual report on Form 10-K of Werner Enterprises, Inc. /s/ KPMG LLP February 24, 2003 Omaha, Nebraska -----END PRIVACY-ENHANCED MESSAGE-----