-----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, DC3IGmZpUt/8dLNKF8tLBMmxD51i8AxISVknCQ2oL10xRK7uc6+PbD1lSNmTK2aA 4VzGwcxWYYrawKBLPCZb8w== 0000793074-05-000047.txt : 20050516 0000793074-05-000047.hdr.sgml : 20050516 20050516165634 ACCESSION NUMBER: 0000793074-05-000047 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050516 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050516 DATE AS OF CHANGE: 20050516 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14690 FILM NUMBER: 05835481 BUSINESS ADDRESS: STREET 1: 14507 FRONTIER ROAD STREET 2: P O BOX 45308 CITY: OMAHA STATE: NE ZIP: 68145 BUSINESS PHONE: 4028956640 8-K 1 wern8k051605.txt WERNER ENTERPRISES, INC. 8-K 05/16/05 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): May 10, 2005 ---------------- 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On May 10, 2005, the registrant's Board of Directors approved an annual retainer of $10,000 for its non-employee directors, and an additional $10,000 annual retainer for the Audit Committee chair. In addition to the annual retainers, non-employee directors will continue to receive a fee of $2,000 for each meeting of the Board of Directors and for each committee meeting not held on a day on which a meeting of the Board of Directors is held. Directors will also continue to be reimbursed for travel expenses incurred to attend meetings of the Board of Directors and committee meetings. ITEM 8.01. OTHER EVENTS. On May 11, 2005, the registrant issued a news release announcing an increase to its quarterly cash dividend to $.040 per common share from $.035 per common share, payable on July 19, 2005. A copy of the news release is included as an exhibit to this Form 8-K. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit 99.1 News release issued by the registrant on May 11, 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: May 16, 2005 By: /s/ John J. Steele --------------- ------------------------------ John J. Steele Senior Vice President, Treasurer and Chief Financial Officer Date: May 16, 2005 By: /s/ James L. Johnson --------------- ------------------------------ James L. Johnson Vice President, Controller and Corporate Secretary EX-99.1 2 divmay05.txt WERNER ENTERPRISES, INC. 8-K 05/16/05 WERNER ENTERPRISES, INC. 14507 Frontier Road P. O. Box 45308 Omaha, Nebraska 68145 FOR IMMEDIATE RELEASE - --------------------- CONTACT: Robert E. Synowicki, Jr. Executive Vice President and Chief Information Officer (402) 894-3000 John J. Steele Senior Vice President, Treasurer and Chief Financial Officer (402) 894-3036 WERNER ENTERPRISES INCREASES QUARTERLY DIVIDEND Omaha, Nebraska, May 11, 2005: - ----------------------------- Werner Enterprises, Inc. (Nasdaq: WERN - news) announced today that its Board of Directors has declared a quarterly cash dividend of $.040 (4.0 cents) per common share payable to stockholders of record on July 5, 2005. This dividend is a $.005 per share, or 14%, increase over the Company's previous quarterly dividend rate of $.035 per share. This dividend will be paid on July 19, 2005. Werner Enterprises is currently in its nineteenth year of paying quarterly cash dividends on its common stock to its stockholders. The first quarterly cash dividend was paid by the Company in July 1987. Werner Enterprises, Inc. is a full-service transportation company providing truckload and logistics services throughout the 48 states, portions of Canada and Mexico. C.L. Werner founded the Company in 1956. Werner is one of the nation's largest truckload transportation companies with a fleet of 8,650 trucks and 23,710 trailers as of March 31, 2005. Werner Enterprises, Inc. common stock is traded on The Nasdaq Stock Market under the symbol WERN. The Werner Enterprises web site address is www.werner.com. -----END PRIVACY-ENHANCED MESSAGE-----