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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 15 , 2002
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HUB GROUP, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-27754 36-4007085
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(Commission File Number) (I.R.S. Employer Identification No.)
377 East Butterfield Road, Suite 700, Lombard, Illinois 60148
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(Address of Principal Executive Offices) (Zip Code)
(630) 271-3600
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 7. Financial Statements and Exhibits.
A list of exhibits furnished herewith is contained on the Index to
Exhibits which immediately precedes such exhibits, and is hereby
incorporated by reference. The exhibits constitute part of the information
provided pursuant to Item 9 of this report and shall not be deemed filed
for any purpose.
Item 9. Regulation FD Disclosure.
On August 15, 2002, Hub Group, Inc. ("Hub") filed with the
Securities and Exchange Commission its Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2002. In connection with the filing of
the Form 10-Q, Hub hereby furnishes the certification required by Section
906 of the Sarbanes-Oxley Act of 2002 and the certifications required to
the Order of the Securities and Exchange Commission dated June 27, 2002.
The certifications are attached hereto as Exhibits 99.1, 99.2 and 99.3.
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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.
HUB GROUP, INC.
Dated: August 15, 2002 /s/ Thomas M. White
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By: Thomas M. White
Its: Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description
99.1 Certification under Section 906 of the Sarbanes-Oxley
Act of 2002
99.2 Certification of the Chief Executive Officer of Hub
Group, Inc. pursuant to the Order of the Securities
and Exchange Commission dated June 27, 2002
99.3 Certification of the Chief Financial Officer of Hub
Group, Inc. pursuant to the Order of the Securities
and Exchange Commission dated June 27, 2002
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Exhibit 99.1
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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The following statement is provided by the undersigned to
accompany the Quarterly Report on Form 10-Q for the quarter ended June 30,
2002 of Hub Group, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (18 U.S.C. 1350) and shall not be deemed filed pursuant to any
provision of the Exchange Act of 1934 or any other securities law.
Each of the undersigned certifies that the foregoing Report on
Form 10-Q fully complies with the requirements of Section 13(a) of the
Securities Exchange Act of 1934 (15 U.S.C. 78m) and that the information
contained in the Form 10-Q fairly presents, in all material respects, the
financial condition and results of operations of Hub Group, Inc.
/s/ David P. Yeager /s/ Thomas M. White
David P. Yeager Thomas M. White
Chief Executive Officer Chief Financial Officer
Hub Group, Inc. Hub Group, Inc.
Dated: August 15, 2002
Exhibit 99.2
OMB Number: 3235-0569
Expires: January 31, 2003
Statement Under Oath of Principal Executive Officer and Principal
Financial Officer Regarding Facts and Circumstances
Relating to Exchange Act Filings
I, David P. Yeager, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of Hub Group, Inc., and, except as corrected or supplemented in
a subsequent covered report:
o no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials,
as of the date on which it was filed); and
o no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by suc report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date
on which it was h filed).
(2) I have reviewed the contents of this statement with the
Company's audit committee.
(3) In this statement under oath, each of the following, if filed
on or before the date of this statement, is a "covered report":
o Annual Report on Form 10-K for the year ended December 31, 2001 of
Hub Group, Inc.;
o all reports on Form 10-Q, all reports on Form 8-K and all definitive
proxy materials of Hub Group, Inc. filed with the Commission
subsequent to the filing of the Form 10-K identified above; and
o any amendments to any of the foregoing.
/s/ David P. Yeager Subscribed and sworn to
David P. Yeager before me this 15th day of
August 15, 2002 August 2002.
/s/ Maralee Volchko
Notary Public
My Commission Expires: 3/4/04
[* Separate statements to be signed by each of the Principal
Executive Officer and the Principal Financial Officer.
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Paperwork Reduction Act Disclosure: The Office of Management and Budget
has approved this collection of information pursuant to 44 U.S.C. ss.
3507 and 5 C.F.R. ss. 1320.13. The OMB control number for this collection
of information pursuant t this Order and Exhibit A is 3235-0569, and it
expires on January 31, 2003. An agency may not conduct or sponsor, and a
o person is not required to respond to, a collection of information
unless it displays a currently valid control number. Th information will
be used to provide greater assurance to the Commission and to investors
that persons have not violated, e are not currently violating, the
provisions of the federal securities laws governing corporate issuers'
financial reportior and accounting practices, and to aid the Commission
in assessing whether it is necessary or appropriate in the public ng
interest or for the protection of investors for the Commission to adopt
or amend rules and regulations governing corporat issuers' financial
practices and/or for the Commission to recommend legislation to Congress
concerning these matters. We e estimate that providing the requested
information will take, on average, approximately 25 hours. Any member of
the public may direct to the Commission any comments concerning the
accuracy of this burden estimate and any suggestions for reducin this
burden. Responses to the collection of information are mandatory and will
not be kept confidential.
Exhibit 99.3
OMB Number: 3235-0569
Expires: January 31, 2003
Statement Under Oath of Principal Executive Officer and Principal
Financial Officer Regarding Facts and Circumstances
Relating to Exchange Act Filings
I, Thomas M. White, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of Hub Group, Inc., and, except as corrected or supplemented
in a subsequent covered report:
o no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials,
as of the date on which it was filed); and
o no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by suc report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date
on which it was h filed).
(2) I have reviewed the contents of this statement with the
Company's audit committee.
(3) In this statement under oath, each of the following, if filed
on or before the date of this statement, is a "covered report":
o Annual Report on Form 10-K for the year ended December 31, 2001 of
Hub Group, Inc.;
o all reports on Form 10-Q, all reports on Form 8-K and all definitive
proxy materials of Hub Group, Inc. filed with the Commission
subsequent to the filing of the Form 10-K identified above; and
o any amendments to any of the foregoing.
/s/ Thomas M. White Subscribed and sworn to
Thomas M. White before me this 15th day of
August 15, 2002 August 2002.
/s/ Marleee Volchko
Notary Public
My Commission Expires: 3/4/04
[* Separate statements to be signed by each of the Principal
Executive Officer and the Principal Financial Officer.
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] Paperwork Reduction Act Disclosure: The Office of Management and Budget
has approved this collection of information pursuant to 44 U.S.C. ss.
3507 and 5 C.F.R. ss. 1320.13. The OMB control number for this collection
of information pursuant t this Order and Exhibit A is 3235-0569, and it
expires on January 31, 2003. An agency may not conduct or sponsor, and a
o person is not required to respond to, a collection of information
unless it displays a currently valid control number. Th information will
be used to provide greater assurance to the Commission and to investors
that persons have not violated, e are not currently violating, the
provisions of the federal securities laws governing corporate issuers'
financial reportior and accounting practices, and to aid the Commission
in assessing whether it is necessary or appropriate in the public ng
interest or for the protection of investors for the Commission to adopt
or amend rules and regulations governing corporat issuers' financial
practices and/or for the Commission to recommend legislation to Congress
concerning these matters. We e estimate that providing the requested
information will take, on average, approximately 25 hours. Any member of
the public may direct to the Commission any comments concerning the
accuracy of this burden estimate and any suggestions for reducin this
burden. Responses to the collection of information are mandatory and will
not be kept confidential.