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):
April 14, 2006
-----------------
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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On April 17, 2006, the registrant issued a news release announcing its
operating revenues and earnings for the first quarter ended March 31, 2006.
A copy of the news release is included as an exhibit to this Form 8-K.
ITEM 8.01. OTHER EVENTS.
On April 14, 2006, the Company's Board of Directors approved an
increase to its authorization for repurchases of common stock pursuant to
its previously announced stock repurchase program. The Company is
authorized to repurchase an additional 6 million shares, in addition to the
remaining shares available for repurchase pursuant to the Board's previous
authorization announced on November 24, 2003. The Company may purchase
shares from time to time depending on market, economic and other factors.
The authorization will continue until withdrawn by the Board of Directors.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibit 99.1 News release issued by the registrant on April 17,
2006.
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: April 19, 2006 By: /s/ John J. Steele
---------------- ------------------------------
John J. Steele
Executive Vice President,
Treasurer and Chief
Financial Officer
Date: April 19, 2006 By: /s/ James L. Johnson
---------------- ------------------------------
James L. Johnson
Senior Vice President,
Controller and Corporate
Secretary