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):
June 10, 1999
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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 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)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
During the last two months, Werner Enterprises, Inc. (the
"Registrant") solicited and received formal proposals for accounting and
tax services from several accounting firms. Effective June 10, 1999, the
Registrant (a) engaged KPMG LLP as independent accountants and (b)
dismissed Arthur Andersen LLP ("AA LLP") as independent accountants. The
decision to change accountants was approved by the Registrant's Board of
Directors.
The reports of AA LLP for the past two fiscal years contained no
adverse opinion, disclaimer of opinion, or opinion that was qualified or
modified as to uncertainty, audit scope, or accounting principles.
During the Registrant's two most recent fiscal years and subsequent
interim periods preceding the date of this report there were no:
(i) disagreements between the registrant and AA LLP on any matter of
accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of AA LLP, would have caused them to make
reference to the subject matter of the disagreements in their reports.
(ii) reportable events involving AA LLP that would have required
disclosure under Item 304(a)(1)(v) of Regulation S-K.
(iii) consultations between the Registrant and KPMG LLP regarding any
of the matters or events set forth in Item 304(a)(2)(i) and (ii) of
Regulation S-K.
The Registrant requested, and AA LLP has provided, a letter addressed to
the Securities and Exchange Commission stating that AA LLP agrees with the
above statements that pertain to AA LLP. A copy of such letter, dated June
14, 1999, is filed as Exhibit 16 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
Exhibit 16 Letter of Arthur Andersen LLP regarding change in
certifying accountant.
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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: June 16, 1999 By: /s/ John J. Steele
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John J. Steele
Vice President, Treasurer and
Chief Financial Officer
Date: June 16, 1999 By: /s/ James L. Johnson
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James L. Johnson
Corporate Secretary and
Controller
Exhibit 16
(ARTHUR ANDERSEN LETTERHEAD)
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Arthur Andersen LLP
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1700 Farnam Street
Omaha NE 68102-2040
402 348 0123
June 14, 1999
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir/Madam:
We have read Item 4 (i) and (ii) in the Form 8-K dated June
10, 1999 of Werner Enterprises, Inc. to be filed with the
Securities and Exchange Commission and are in agreement with
the statements contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
Copy to: Mr. John Steele, CFO, Werner Enterprises, Inc.
