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): August 5, 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 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS Exhibit 99.1 Statement under Oath of Clarence L. Werner, Principal Executive Officer of Werner Enterprises, Inc., Regarding Facts and Circumstances Relating to Exchange Act Filings dated July 23, 2002. Exhibit 99.2 Statement under Oath of John J. Steele, Principal Financial Officer of Werner Enterprises, Inc., Regarding Facts and Circumstances Relating to Exchange Act Filings dated July 23, 2002. ITEM 9. REGULATION FD DISCLOSURE On August 5, 2002, the Registrant sent by overnight delivery for filing with the Securities and Exchange Commission sworn statements of the Principal Executive Officer and the Principal Financial Officer required under Section 21(a)(1) of the Securities Exchange Act of 1934 (Order No. 4-460) issued June 27, 2002. A copy of each statement is attached as an Exhibit (99.1 and 99.2). Limitation on Incorporation by Reference In accordance with general instruction B.2 of Form 8-K, the information in this report and the attached exhibits is furnished pursuant to Item 9 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. 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: August 5, 2002 By: /s/ John J. Steele ------------------------ ----------------------------- John J. Steele Vice President, Treasurer and Chief Financial Officer Date: August 5, 2002 By: /s/ James L. Johnson ------------------------ ----------------------------- James L. Johnson Vice President, Controller and Corporate Secretary