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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No._______)*
WABASH NATIONAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK (par value $.01 per share)
- --------------------------------------------------------------------------------
(Title of Class of Securities)
929566 10 7
--------------------------------
(CUSIP Number)
Mr. James Wong, Fruehauf Trailer Corporation, 1111 Bayside Drive #160, Corona
del Mar, CA 92625 (714) 644-9665
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 16, 1997
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 3d-(a) for other parties to whom copies are to be sent.
- --------
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
<TABLE>
<CAPTION>
- --------------------------------------------- --------------------------------------------
CUSIP NO. 929566 10 7 SCHEDULE 13D PAGE __________ OF __________ PAGES
- --------------------------------------------- --------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
FRUEHAUF TRAILER CORPORATION
38-2863240
- ------------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ------------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
- ------------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ------------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,823,392
NUMBER OF -------------------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH -------------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
-0-
-------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ------------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,823,392
- ------------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- ------------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
- ------------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
2 of 7
<PAGE> 3
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of Common Stock, par value $.01 per share
("Common Stock"), of Wabash National Corporation, a Delaware corporation
("Wabash"). The principal executive office of Wabash is located at 1000 Sagamore
Parkway South, Lafayette, Indiana 47905.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of Fruehauf Trailer Corporation ("Fruehauf"),
a Delaware corporation and a debtor in possession under chapter 11 of the United
States Bankruptcy Code, 11 U.S.C. Sections 101-1330. Prior to the completion of
the sale by Fruehauf to Wabash of certain assets pursuant to the Purchase
Agreement referred to in Item 4 below, Fruehauf's principal business included
the design, manufacture, marketing, sales, distribution and service of truck
trailers and trailer parts throughout North America. Fruehauf currently
maintains operations in Mexico and owns certain other assets and is currently
operating under the protections of the U.S. bankruptcy laws. The current address
of its principal business and executive offices is 1111 Bayside Drive #160,
Corona del Mar, California 92625.
During the last five years, Fruehauf (i) has not been convicted in a criminal
proceeding and (ii) has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceedings was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Executive Officers and Directors of Fruehauf:
Mr. Chriss W. Street is currently President, Assistant Secretary and Director of
Fruehauf, located at 1111 Bayside Drive #160, Corona del Mar, California 92625.
Mr. Street's principal occupation is President of Comprehensive Care
Corporation, located at 1111 Bayside Drive #100, Corona del Mar, California
92625. Comprehensive Care Corporation develops markets and manages programs for
the treatment of chemical dependency and psychiatric disorders. During the last
five years, Mr. Street (i) has not been convicted in a criminal proceeding and
(ii) has not been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceedings was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws. Mr. Street is a U.S.
citizen.
<PAGE> 4
Mr. James Wong is currently Vice President, Treasurer and Chief Financial
Officer of Fruehauf. Mr. Wong's position with Fruehauf is his principal
occupation and employment. During the last five years, Mr. Wong (i) has not been
convicted in a criminal proceeding and (ii) has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceedings was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws. Mr. Wong is a U.S. citizen.
Mr. Worth Frederick is currently Vice President and Director of Fruehauf. Mr.
Frederick's position with Fruehauf is his principal occupation and employment.
During the last five years, Mr. Frederick (i) has not been convicted in a
criminal proceeding and (ii) has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceedings was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws. Mr. Frederick is a U.S. citizen.
Ms. Courtney Watson is currently Secretary of Fruehauf. Ms. Watson's position
with Fruehauf is her principal occupation and employment. During the last five
years, Ms. Watson (i) has not been convicted in a criminal proceeding and (ii)
has not been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceedings was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws. Ms. Watson is a U.S.
citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See Item 4 below.
ITEM 4. PURPOSE OF TRANSACTION.
On April 16, 1997, Fruehauf received from Wabash 1,000,000 newly issued shares
of Common Stock and 352,000 shares of newly issued Series B Convertible
Exchangeable Preferred Stock of Wabash (collectively, the "Wabash Securities"),
as partial consideration for certain assets sold by Fruehauf to Wabash pursuant
to that certain Purchase Agreement dated March 13, 1997, by and between Fruehauf
and Wabash, as amended by the First Amendment to Purchase Agreement dated March
17, 1997 and the Second Amendment to Purchase Agreement dated April 16, 1997.
The Wabash Securities have been pledged to Bank of America NT&SA ("BofA") to
support Fruehauf's borrowings under that certain Debtor in Possession Loan
Agreement dated as of April 16, 1997, by and among Fruehauf, certain of its
subsidiaries, and BofA, pending resolution of Fruehauf's bankruptcy case.
2
<PAGE> 5
Executive Officers and Directors of Fruehauf: Not Applicable
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Fruehauf:
(a) As of the date hereof, Fruehauf is the beneficial owner of 1,000,000 shares
of Common Stock and 352,000 shares of Series B Convertible Exchangeable
Preferred Stock of Wabash. Such Preferred Stock is convertible into 823,392
shares of Common Stock, subject to adjustment. Assuming such a conversion,
Fruehauf has beneficial ownership of an aggregate of 8.8% of the shares
outstanding of Common Stock. Such percentage is calculated based upon an
aggregate of 19,910,923 shares of Wabash Common Stock outstanding as of May 14,
1997 (and 20,734,315 after giving effect to the foregoing conversion).
(b) Fruehauf has the sole power to vote or direct the vote of 1,823,392 of its
shares of the Wabash Securities (after giving effect to the foregoing
conversion). Currently, Fruehauf has no shared power to vote or direct the vote
of any of the Wabash Securities and Fruehauf has neither sole nor shared power
to dispose or direct the disposition of any of the Wabash Securities.
(c) Except as set forth herein, Fruehauf had no transactions in shares of the
Wabash Securities during the past 60 days. To the best of Fruehauf's knowledge,
none of its directors or officers has effected transactions involving the shares
of Wabash Securities during the last 60 days.
(d) Not Applicable.
(e) Not Applicable.
Executive Officers and Directors of Fruehauf:
(a) - (b) Not Applicable.
(c) The Officers and Directors of Fruehauf have had no transactions in shares of
the Wabash Securities during the past 60 days.
(d) - (e) Not Applicable.
3
<PAGE> 6
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Fruehauf:
In connection with the Purchase Agreement referenced in Item 4 of this Schedule
13D, Fruehauf and Wabash entered into a Registration Rights Agreement dated
April 16, 1997, providing certain registration rights to Fruehauf with respect
to the Wabash Securities.
Executive Officers and Directors of Reporting Person: Not Applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Description of Exhibit
- ------- ----------------------
4.01 Purchase Agreement dated March 13, 1997, including exhibits
thereto, by and between Fruehauf and Wabash and amendments thereto
dated March 17, 1997 and April 16, 1997, is incorporated herein by
reference to Exhibit 2.01 to the Current Report on Form 8-K filed
May 1, 1997 by Wabash (Commission File Number 1-10883)
4.02 Post-Closing Agreement dated April 16, 1997, between Fruehauf and
Wabash
4.03 Debtor In Possession Loan Agreement, dated as of April 16, 1997 by
and between Fruehauf, certain of its subsidiaries and BofA, is
incorporated herein by reference to Exhibit 4.55 to the Current
Report on Form 8-K filed May 1, 1997 by Fruehauf (Commission File
Number 1-10772)
4.04 Supplement to Debtor In Possession Loan Agreement, dated as of
April 16, 1997 by and between Fruehauf, certain of its
subsidiaries and BofA, is incorporated herein by reference to
Exhibit 4.56 to the Current Report on Form 8-K filed May 1, 1997
by Fruehauf (Commission File Number 1-10772)
6.01 Registration Rights Agreement dated April 16, 1997 by and between
Fruehauf and Wabash is incorporated herein by reference to Exhibit
2.02 to the Current Report on Form 8-K filed May 1, 1997 by Wabash
(Commission File Number 1-10883)
4
<PAGE> 7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
FRUEHAUF TRAILER CORPORATION
May 21, 1997 /s/ Chriss W. Street
- -------------------- ---------------------------------
Date
By: Chriss W. Street
Its: President
<PAGE> 1
Exhibit 4.02
POST-CLOSING AGREEMENT
THIS POST-CLOSING AGREEMENT (this "Agreement") is made as of
April 16, 1997, by and among Fruehauf Trailer Corporation, a Delaware
corporation ("Fruehauf"), and Wabash National Corporation, a Delaware
corporation ("Wabash").
WHEREAS, Fruehauf and Wabash have entered into a Purchase
Agreement, dated as of March 13, 1997, as amended (the "Purchase Agreement"),
pursuant to which Fruehauf has agreed to sell certain of its assets to Wabash
and Wabash has agreed to purchase such assets from Fruehauf, all in accordance
with and subject to the terms and conditions set forth in the Purchase
Agreement;
WHEREAS, Fruehauf has made certain representations and
warranties in the Purchase Agreement, the truth of which are a condition to
Wabash's obligation to purchase pursuant to the Purchase Agreement;
WHEREAS, Fruehauf has agreed to perform in all material
respects each of Fruehauf's obligations to be performed on or prior to the
Closing (as defined in the Purchase Agreement), such performance is a condition
to Wabash's obligation to purchase pursuant to the Purchase Agreement;
WHEREAS, Wabash and Fruehauf agree that to satisfy the
aforementioned conditions, Fruehauf must fulfill certain obligations as more
particularly set forth herein ("Closing Obligations"); and
WHEREAS, Wabash has agreed to proceed with Closing pursuant
to the Purchase Agreement on the date hereof based on Fruehauf's covenant and
agreement to Wabash that the Closing Obligations will be completed promptly,
but in no event more than 30 days after the Closing Date (as defined in the
Purchase Agreement), pursuant to the terms and conditions set forth herein;
NOW, THEREFORE, for and in consideration of the covenants and
agreements of Fruehauf set forth herein, Wabash's agreement to proceed to
Closing notwithstanding the failure of Fruehauf to satisfy the Closing on or
before the Closing Date and other good and valuable consideration the
sufficiency of which is hereby acknowledged, the parties hereto do agree as
follows:
1. TERMS. Capitalized terms not otherwise defined herein
shall have the meaning set forth in the Purchase Agreement.
<PAGE> 2
2. REPRESENTATIONS AND WARRANTIES OF FRUEHAUF. Fruehauf
hereby makes the following representations and warranties to Wabash:
2.01 Fruehauf represents that it agreed in the
Purchase Agreement to perform in all material respects each of its obligations
set forth in the Purchase Agreement on or prior to the Closing Date. Fruehauf
agrees that the Purchase Agreement sets forth that Closing is subject to the
fulfillment of its performance of such obligations.
2.02 Fruehauf acknowledges that all of its
obligations to be performed on or prior to the Closing pursuant to the Purchase
Agreement have not been performed.
2.03 Fruehauf acknowledges that the Purchase
Agreement requires, as a condition precedent to Wabash's obligation to proceed
to Closing, that each of Fruehauf's representations and warranties set forth in
the Purchase Agreement are true in all material respects on and as of the
Closing Date.
2.04 Fruehauf warrants and agrees that it will
complete, or cause to be completed, the Closing Obligations set forth in
Sections 3, 4, 5 and 6 hereof promptly after the Closing Date, but in no event
later than 30 days after the Closing Date, and Fruehauf acknowledges that Wabash
has relied on such agreement by Fruehauf in agreeing to proceed with the
Closing.
3. OFFICER IN DISSOLUTION. Fruehauf hereby agrees to retain
at least one individual as an officer of Fruehauf until the liquidation and
dissolution of Fruehauf is complete pursuant to the laws of the State of
Delaware and pursuant to the U.S. Bankruptcy Code. Fruehauf agrees that it
shall cause such officer to be available to Wabash to participate in any
completing or corrective action necessary in order to consummate the
transactions contemplated by this Post-Closing Agreement.
4. REAL PROPERTY MATTERS. Fruehauf hereby agrees to satisfy
the following obligations with respect to the Real Property Interests:
4.01 SURVEYS. Fruehauf shall deliver final ALTA
surveys of the Real Property Interests in accordance with the requirements set
forth in the Purchase Agreement (the "Surveys") within 30 days after Closing.
4.02 LEGAL DESCRIPTION CORRECTIONS: Fruehauf
shall cooperate with Wabash to the extent possible in the preparation and
execution of any corrective deeds and/or the obtaining of any easements
necessary to correct legal descriptions which the Surveys reflect as incorrect
or unable to close by applicable surveying standards.
2
<PAGE> 3
4.03 ENCROACHMENTS. Fruehauf shall cooperate
with Wabash to the extent possible in connection with effort by Wabash to obtain
easements from any adjoining property owners for any material encroachments of
any buildings or improvements owned by Fruehauf over property lines as shown on
the Surveys. Fruehauf shall cooperate with Wabash to the extent possible to
obtain easements from any adjoining property owners for any non-material
encroachments of any buildings or improvements owned by Fruehauf over property
lines as shown on the Surveys.
4.04 ZONING VIOLATIONS. Fruehauf shall cooperate
with Wabash in Wabash's efforts to remedy any zoning violations which are shown
on the Surveys, including, without limitation, providing information regarding
the Real Property Interests and executing any required affidavits to government
authorities.
5. INTELLECTUAL PROPERTY MATTERS. Fruehauf agrees to satisfy
the following obligations with respect to the Intellectual Property:
5.01 CONGRESS FINANCIAL CORPORATION RELEASE.
Fruehauf shall undertake its best efforts to obtain a release of any and all
interests held by Congress Financial Corporation in any of the United States
Patents listed in Schedule 1.1(e) to the Purchase Agreement, such release being
in form and substance satisfactory to Wabash in its reasonable discretion and
suitable for recordation with the proper filing authorities.
5.02 PATENT ASSIGNMENTS. Fruehauf shall undertake
its best efforts to obtain agreements to assignment from (i) the investors of
United States Patents Nos. 437206, 4287759, 5114169, and 4302913 and (ii)
Kelsey-Hayes Company of United States Patents Nos. 4668023 and 4976501, in each
case assigning all of such assignor's right, title and interest in and to such
patents to Wabash or its designee, such assignment agreements to be in form and
substance satisfactory to Wabash in its reasonable discretion and suitable for
recordation with the proper filing authorities.
6. TERMINATION STATEMENTS. Fruehauf shall undertake its best
efforts to obtain the written release of any security interests relating to the
Acquired Assets, including the security interests listed on Schedule A attached
hereto, such termination statements being in form and substance satisfactory to
Wabash in its reasonable discretion and suitable for recordation with the proper
filing authorities. This Section shall survive the termination of this
Agreement.
7. VENDOR LETTERS. Fruehauf shall undertake its best efforts
to provide letters to its applicable vendors directing such vendors to remit
deposits held by such vendors directly to Wabash as and to the extent provided
in the Purchase Agreement.
3
<PAGE> 4
8. DEFAULT; REMEDIES. Fruehauf shall be in default under this
Agreement if all of the Closing Obligations have not been completed to the
satisfaction of Wabash, in its sole discretion, by May 16, 1997. In the event
of Fruehauf's default under this Agreement, Wabash shall be entitled to pursue
any and all rights and remedies at law or in equity to which Wabash may be
entitled.
9. TERMINATION. This Agreement shall be terminated upon the
delivery of the written acknowledgement by Wabash that Fruehauf has completed
its Closing Obligations in full, and may be terminated by the written mutual
consent signed by the parties hereto.
10. FURTHER ASSURANCES. Fruehauf agrees to undertake any
other actions and execute any other documents which Wabash, in its sole
discretion, deems necessary to complete the transactions contemplated in the
Purchase Agreement. This provision shall survive the termination of this
Agreement.
11. NOTICE. Any notice, approval, demand, request, waiver or
other communication under this Agreement shall be made in writing and shall be
deemed to be duly given (i) if served personally, on the date of such service,
or (ii) if mailed by regular mail, on the third business day after mailing and
(iii) if transmitted for next business day delivery by recognized overnight
carrier, on the next business day after tender to the carrier. Such
communications shall be sent to the following addresses:
(i) If to Wabash:
Wabash National Corporation
1000 Sagamore Parkway South
Lafayette, Indiana 47905
Telecopier: (317) 449-5308
Attention: Mark R. Holden
with a copy to:
John R. Gambs, Esq.
Gambs Mucker Bauman & Seeger
10 North Fourth Street
P.O. Box 1608
Lafayette, Indiana 47902
Telecopier: (317) 742-4535
(ii) If to Fruehauf:
Fruehauf Trailer Corporation
111 Monument Circle
Suite 3200
Indianapolis, Indiana 46204
Attention: Thomas E. Ireland
4
<PAGE> 5
with a copy to:
Jones, Day, Reavis & Pogue
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
Telecopier: (216) 579-0212
Attention: William H. Coquillette
Notice of changes in the foregoing shall be given in the manner of giving notice
of any other communication.
12. BENEFIT AND ASSIGNMENT. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns as permitted hereunder. No person or entity other than
the parties hereto and their respective successors and assigns, is or shall be
entitled to bring any action to enforce any provision of this Agreement against
any of the parties hereto, and the covenants and agreements set forth in this
Agreement shall be solely for the benefit of, and shall be enforceable only by,
the parties hereto or their respective successors and assigns as permitted
hereunder. Wabash may assign this Agreement or all or any of its rights
hereunder without the prior written consent of Fruehauf in connection with the
sale or financing of all or any portion of the Real Property Interests purchased
pursuant to the Purchase Agreement. Fruehauf may not assign this Agreement or
its rights or obligations hereunder without the prior written consent of Wabash.
13. ENTIRE AGREEMENT; AMENDMENT. This Agreement, together
with the Purchase Agreement, contains the entire agreement among the parties
with respect to the subject matter hereof and supersedes all prior oral or
written agreements, commitments or understandings with respect to such matters.
This Agreement may not be changed orally, but only by an instrument in writing
signed by the party against whom enforcement of any waiver, change,
modification, extension or discharge is sought.
14. HEADINGS. The headings of the sections and subsections
contained in this Agreement are inserted for convenience only and do not form a
part or affect the meaning, construction or scope thereof.
15. SIGNATURE IN COUNTERPARTS. This Agreement may be executed
in separate counterparts, none of which need contain the signatures of all
parties, each of which shall be deemed to be an original, and all of which
taken together constitute one and the same instrument. It shall not be
necessary in making proof of this Agreement to produce or account for more than
the number of counterparts containing the respective signatures of, or on
behalf of, all of the parties hereto.
5
<PAGE> 6
16. GOVERNING LAW. This Agreement is to be construed and
interpreted in accordance with the laws of the State of Delaware (exclusive of
the choice of law provisions thereof).
6
<PAGE> 7
IN WITNESS WHEREOF, each of the parties has executed this
Agreement as of the day and year first above written.
WABASH NATIONAL CORPORATION
By: ______________________________
Mark R. Holden
Vice President and Chief
Financial Officer
FRUEHAUF TRAILER CORPORATION
By: ______________________________
Derek L. Nagle
President
