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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
January 3, 1997
Date of Report
(Date of earliest event reported)
WABASH NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-10883 52-1375208
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
1000 Sagamore Parkway South
Lafayette, Indiana
(Address of principal executive offices)
47905
(Zip Code)
(317) 448-1591
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, Wabash National Corporation ("Wabash" or the
"Company") is hereby filing cautionary statements identifying important factors
that could cause Wabash's actual results to differ materially from those
projected in forward-looking statements made by or on behalf of Wabash.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(99) Additional Exhibits
99.1 Cautionary Statements for Purposes of the "Safe
Harbor" Provisions of the Private Securities Litigation Reform
Act of 1995.
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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 thereunto duly authorized.
WABASH NATIONAL CORPORATION
Date: January 3, 1997 By: /s/ Mark R. Holden
------------------------------------------
Vice President - Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
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EXHIBIT 99.1
CAUTIONARY STATEMENTS FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES REFORM ACT OF 1995
Wabash National Corporation ("Wabash" or the "Company") desires to take
advantage of the new "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995 (the "Act") and is filing this Form 8-K in order
to do so. Many of the following important factors discussed below have been
discussed in Wabash's prior SEC filings.
Wabash wishes to caution readers that the following important factors,
among others, in some cases have affected, and in the future could affect,
Wabash's actual results, and could cause Wabash's actual results for the
financial periods ending after the date hereof to differ materially from those
expressed in any forward-looking statements made by or on behalf of Wabash.
The filing of this list should not be construed as constituting all factors
which investors should consider prior to making an investment decision in
Wabash's securities, nor should investors assume that the information contained
herein is complete or accurate in all respects after the date of this filing.
The Company disclaims any duty to update the statements contained herein.
Competition. The truck trailer manufacturing industry is highly
competitive. The Company competes with other trailer manufacturers of varying
sizes, some of which have may have greater financial resources than the
Company. Barriers to entry in the truck trailer manufacturing industry are low
and, therefore, it is possible that additional competitors could enter the
market at any time. The industry in which the Company competes is characterized
by high leverage and has experienced a number of bankruptcies and financial
stresses that has resulted in significant pricing pressures. There can be no
assurance that the Company will be able to continue to compete effectively with
existing or potential competitors.
Dependence on Key Management. The success of the Company's business is
and will continue to be highly dependent upon its President, Donald J. Ehrlich,
and other members of senior management. The loss of any of their services
could have a material adverse effect upon the Company's business and
development.
Reliance on Certain Customers and Corporate Partnerships. Two of the
Company's customers, Schneider National, Inc. and Werner Enterprises, each
accounted for approximately 13% and 10%, respectively, of the Company net sales
during 1995. The Company has entered into corporate partnering relationships
with these as well as other customers whereby the Company supplies the
requirements of its customers. To a significant extent, the Company's success
is dependent upon its corporate partners and the Company often is unable to
predict the level of demand for its products from those partners, or their
timing of orders.
Shortages of Raw Materials. The Company relies on a single supplier for
certain composite materials and only a few suppliers for other key raw
materials in the manufacturing of truck trailers. The loss of its suppliers or
the inability of the suppliers to meet the Company's price, quality, quantity,
and deliver requirements would have a material adverse effect on the business
of the Company.
Dependence on Industry Trends. The truck trailer manufacturing
industry has historically been and is expected to continue to be cyclical and
affected by overall economic conditions in the transportation industry. Sales
of new truck trailers have historically been subject to cyclical variations
based on a six to eight year replacement cycle. Poor economic conditions also
have adversely affected demand for new and used trailers and have led to an
overall aging of trailer fleets beyond this typical cycle.
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Export Sales and New Markets. The Company continues to derive a growing
portion of its sales from international sales and the export of the Company's
products to new markets. International operations are subject to inherent
risks, including fluctuations in exchange rates, credit risks, political and
economic conditions in various jurisdictions, unexpected changes in regulatory
requirements, tariffs and other trade barriers, longer accounts receivable
payment cycles and potentially adverse tax consequences. There can be no
assurance that these factors will not have a material adverse effect on the
Company's business.
Acceptance of New Technology and Products. The Company has recently
introduced new products and prototypes including the composite plate trailer,
constructed from a high density vinyl core with a steel skin and the AllRailer
railcar, a fully enclosed high-speed railcar. There can be no assurance that
these or other new products or technologies will achieve widespread market
acceptance. There can also be no assurance that new technologies or products
introduced by competitors will not render the Company's products obsolete or
uncompetitive.
Government Regulation. Truck trailer, length, height, width, maximum
weight capacity and other specifications are regulated by individual states.
The Federal Government also regulates certain safety features incorporated in
the design of truck trailers. Changes or anticipation of changes in these
regulations can have a material impact on the Company's customers and may
affect the financial results of the Company. In addition, the Company's
manufacturing operations are subject to environmental laws enforced by federal,
state and local agencies.
Dependence on Single Site. All of the Company's operations and management
functions are centered at one site. Damage to, or destruction of, all or part
of this site, whether or not covered by insurance, could have a material
adverse effect on the Company. Production at this site has been and may in the
future be affected by severe weather conditions.
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