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):
December 1, 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 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On December 1, 2010, Werner Enterprises, Inc. (the "Company") amended its
existing credit agreement, dated May 16, 2003, as amended, with Wells Fargo
Bank, National Association ("Wells Fargo"), as lender (the "Credit
Agreement"). The Credit Agreement provides the Company with a $175 million
committed credit facility.
The seventh amendment to the Credit Agreement (the "Amendment"), dated
December 1, 2010, extended the expiration date of the credit facility from
May 31, 2011 to November 30, 2013.
The Amendment also modified the unused commitment fees, interest rate for
any borrowings and letter of credit fees. As set forth in the Amendment,
the Company is required to pay Wells Fargo an unused commitment fee of
0.20% per annum on the average daily unused amount of the facility. The
Amendment also requires the Company to pay Wells Fargo (i) interest on any
borrowed amounts at a variable rate based on the daily London Interbank
Offered Rate ("LIBOR") plus one percent (1.00%) and (ii) an annualized
letter of credit fee of one percent (1.00%) based upon the face amount of
each letter of credit and effective upon the earlier of June 1, 2011 or the
renewal of any letter of credit.
As of December 1, 2010, the Company is in compliance with all financial
covenants under the Credit Agreement, had $40 million in outstanding
borrowings under this facility, and the credit available under this
facility is reduced by $41.2 million in letters of credit under which the
Company is obligated. (Pursuant to General Instruction B.3. to Form 8-K,
the information regarding the Credit Agreement disclosed under Item 2.03 of
the Company's Current Report on Form 8-K dated November 30, 2006 is
incorporated by reference herein.)
The foregoing (including the Credit Agreement and Amendment described
herein) may contain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended, 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, 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 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.
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: December 7, 2010 By: /s/ John J. Steele
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John J. Steele
Executive Vice President,
Treasurer and Chief
Financial Officer
Date: December 7, 2010 By: /s/ James L. Johnson
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James L. Johnson
Executive Vice President,
Chief Accounting Officer and
Corporate Secretary