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):
May 8, 2012
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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.
On May 8, 2012, the registrant issued a press release announcing its
upcoming participation in the Bank of America Merrill Lynch 2012 Global
Transportation Conference on Thursday, May 17, 2012; Wolfe Trahan & Co. 5th
Annual Global Transportation Conference on Wednesday, May 23, 2012; and
2012 KeyBanc Capital Markets Industrial, Automotive and Transportation
Conference on Thursday, May 31, 2012. A copy of the press release is
furnished as Exhibit 99.1 to this Form 8-K.
The investor materials and a live audio webcast of each presentation and
question-and-answer discussion provided by the registrant at the Bank of
America Merrill Lynch and Wolfe Trahan & Co. conferences will be publicly
available on the respective conference date on the registrant's internet
website: www.werner.com, under the "Investors" link. The investor
materials provided by the registrant at the KeyBanc Capital Markets
conference will be publicly available prior to such conference date on the
registrant's internet website. The investor materials and replays of the
audio webcasts will also be accessible by the public 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 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, as well as the investor materials provided
by and the oral public statements made by any representative of the
registrant during the conference presentations, discussions, meetings and
webcasts announced in this Form 8-K 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, 2011. 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 the registrant 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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99.1 Press release issued by the registrant on May 8, 2012,
"Werner Enterprises to Participate in Three Upcoming
Transportation Conferences".
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 8, 2012 By: /s/ John J. Steele
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John J. Steele
Executive Vice President,
Treasurer and Chief
Financial Officer
Date: May 8, 2012 By: /s/ James L. Johnson
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James L. Johnson
Executive Vice President,
Chief Accounting Officer and
Corporate Secretary