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): February 11, 2002 ----------------- 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 or organization) Number) Identification No.) 14507 FRONTIER ROAD POST OFFICE BOX 45308 OMAHA, NEBRASKA 68145 (402)895-6640 (Address of principal (Zip Code) (Registrant's telephone number) executive offices) ITEM 5. OTHER EVENTS. On February 11, 2002, the registrant issued a news release announcing that its Board of Directors declared a four for three split of the Company's common stock effected in the form of a 33 1/3 percent stock dividend. A copy of the news release is filed as an exhibit to this Form 8- K. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Exhibit 99.1 News release issued by the registrant on February 11, 2002. 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: February 11, 2002 By: /s/ John J. Steele ----------------- -------------------------- John J. Steele Vice President, Treasurer and Chief Financial Officer Date: February 11, 2002 By: /s/ James L. Johnson ----------------- -------------------------- James L. Johnson Vice President, Controller and Corporate Secretary