================================================================================ 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 -------------------------- HUB GROUP, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-27754 36-4007085 - --------------------------------- ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 377 East Butterfield Road, Suite 700, Lombard, Illinois 60148 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (630) 271-3600 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ================================================================================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. 1 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 -------------------------------- By: Thomas M. White Its: Chief Financial Officer 2 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 3
Exhibit 99.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ----------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------- ] 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.