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 30, 2000
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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 2. ACQUISITION OR DISPOSITION OF ASSETS.
Effective June 30, 2000, Werner Enterprises, Inc. (Werner) and five
other large U.S. transportation companies contributed their non-asset
based logistics businesses to Transplace.com, LLC (TPC), a new
commonly owned logistics company. Werner has contributed its transportation
logistics business and related intangible assets and $5.0 million of cash
to TPC. In exchange for this disposition of assets, Werner received an
equity interest in TPC of approximately 15%. This merger of the six
transportation companies' logistics business was pursuant to an Initial
Subscription Agreement dated April 19, 2000 and an Operating Agreement
dated April 19, 2000, copies of which are filed as Exhibit 2.1 and 2.2 of
this Form 8-K.
ITEM 5. OTHER EVENTS.
On July 13, 2000, Transplace.com announced that its operations had
commenced as scheduled on July 1, 2000. This internet-based logistics
business is commonly owned by Covenant Transport, Inc. (Nasdaq:CVTI); J.B.
Hunt Transport Services, Inc. (Nasdaq:JBHT); M.S. Carriers, Inc.
(Nasdaq:MSCA); Swift Transportation Co., Inc. (Nasdaq:SWFT); U.S. Xpress
Enterprises, Inc. (Nasdaq:XPRSA); and Werner Enterprises, Inc.
(Nasdaq:WERN). All the six founding carriers completed the conversion of
their logistics businesses to Transplace.com effective July 1, 2000. A
copy of the news release is filed as Exhibit 99.1 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial statements of businesses acquired:
Pursuant to Item 7(a) of Form 8-K, if required, the historical
financial statements of Transplace.com specified by Rule 3-05 of
Regulation S-X will be filed no later than September 13, 2000
under cover of Form 8-K/A.
(b) Pro forma financial information:
Pursuant to Item 7(b) of Form 8-K, if required, the pro forma
financial information specified by Article 11 of Regulation S-X
with respect to the acquisition of an interest in Transplace.com
will be filed no later than September 13, 2000 under cover of
Form 8-K/A.
(c) Exhibits
2.1 Initial Subscription Agreement of Transplace.com, LLC dated April
19, 2000.
2.2 Operating Agreement of Transplace.com, LLC dated
April 19, 2000.
99.1 News release issued by Transplace.com on July 13, 2000.
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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: July 17, 2000 By: /s/ John J. Steele
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John J. Steele
Vice President, Treasurer and
Chief Financial Officer
Date: July 17, 2000 By: /s/ James L. Johnson
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James L. Johnson
Vice President - Controller
and Secretary
