<PAGE> 1
As filed with the Securities and Exchange Commission on June 16, 1997
Registration No. 333-____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WABASH NATIONAL CORPORATION
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 52-1375208
(State or other jurisdiction of 1000 SAGAMORE PARKWAY SOUTH (I.R.S. Employer
incorporation or organization) LAFAYETTE, INDIANA 47905 Identification Number)
(Address of principal executive offices) (Zip code)
</TABLE>
WABASH NATIONAL CORPORATION AMENDED 1992 STOCK OPTION PLAN
WABASH NATIONAL CORPORATION STOCK BONUS PLAN
(Full title of the plan)
DONALD J. EHRLICH
CHIEF EXECUTIVE OFFICER, PRESIDENT AND CHAIRMAN OF THE BOARD
WABASH NATIONAL CORPORATION
1000 SAGAMORE PARKWAY SOUTH
LAFAYETTE, INDIANA 47905
(Name and address of agent for service)
(317) 448-1591
(Telephone number, including area code, of agent for service)
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WITH A COPY TO:
MICHAEL J. SILVER
HOGAN & HARTSON L.L.P.
111 SOUTH CALVERT STREET
BALTIMORE, MARYLAND 21202
(410) 659-2700
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CALCULATION OF REGISTRATION FEE
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===================================================================================================================================
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered (1) offering price per share (1) aggregate offering registration fee(1)
price (1)
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<S> <C> <C> <C> <C>
Common Stock, par (a) 1,490,000 (a) $21.5625 (a) $32,128,125 (a) $ 9736
value $.01 per share (b) 10,000 (b) $20.00 (b) $ 200,000 (b) $ 61
Total Fee: $9797
===================================================================================================================================
</TABLE>
(1) Pursuant to Rule 457(h)(1), the proposed maximum offering price per share,
proposed maximum aggregate offering price and the amount of the
registration fee are based on (a) the average of the bid and asked prices
of $21.5625 per share of Wabash National Corporation Common Stock on the
New York Stock Exchange on June 6, 1997 and (b) the price of $20.00 per
share for 10,000 shares of Common Stock issued pursuant to the Wabash
National Corporation Stock Bonus Plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Documents containing the information required to be provided
in this Part I will be separately sent or given to employees participating in
the Wabash National Corporation Amended 1992 Stock Option Plan and the Wabash
National Corporation Stock Bonus Plan (collectively, the "Plans"), as
contemplated by Rule 428(b)(1) under the Securities Act of 1933, as amended
(the "Securities Act"). In accordance with the instructions to Part I of Form
S-8, such documents will not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Wabash National Corporation (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents:
(a) Annual report on Form 10-K for the year ended December
31, 1996, filed with the Commission on February 10,
1997;
(b) All reports filed with the Commission pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), since
December 31, 1996; and
(c) The description of the Registrant's common stock
contained in the Registrant's Registration Statement on
Form 8-A filed with the Commission on October 14, 1991,
as amended November 5, 1991, registering shares of
Common Stock pursuant to Section 12(g) of the Exchange
Act.
In addition, all documents subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be part of hereof from the date of the filing of such
documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference shall be deemed to be modified or superseded to
the extent that a statement contained in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such prior statement. The documents required to be so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.
To the extent that any proxy statement is incorporated by
reference herein, such incorporation shall not include any information
contained in such proxy statement which is not, pursuant to the Commission's
rules, deemed to be "filed" with the Commission or subject to the liabilities
of Section 18 of the Exchange Act.
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ITEM 4. DESCRIPTION OF SECURITIES.
A description of the Registrant's common stock, par value
$.01 per share, is incorporated by reference under Item 3.
ITEM 5. INTERESTS OF NAMED EXPERTS OR COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the Delaware General Corporation Law, the Registrant has
broad powers to indemnify its directors and officers against liabilities they
may incur in such capacities, including liabilities under the Securities Act.
The Registrant's Certificate of Incorporation provides that the Registrant will
indemnify its directors and officers to the full extent permitted by law. The
Registrant believes that indemnification under its Certificate of Incorporation
covers at least negligence and gross negligence by directors and officers, and
requires the Registrant to advance litigation expenses in the case of
stockholder derivative actions or other actions, against an undertaking by the
director or officer to repay such advances if it is ultimately
determined that the director or officer is not entitled to indemnification.
The Registrant's Certificate of Incorporation provides that,
pursuant to Delaware law, its directors shall not be liable for monetary
damages for breach of the directors' fiduciary duty of care to the Registrant
and its stockholders. This provision in the Certificate of Incorporation does
not eliminate the duty of care, and in appropriate circumstances equitable
remedies such as injunctive or other forms of non-monetary relief will remain
available under Delaware law. In addition, each director will continue to be
subject to liability for breach of the director's duty of loyalty to the
Registrant for acts or omissions not in good faith or involving intentional
misconduct, for knowing violations of law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval of
stock repurchases or redemptions that are unlawful under Delaware law. The
provisions also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental laws.
* * * * *
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to trustees, officers, and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of the
expenses incurred or paid by a trustee, officer or controlling person of the
Registrant of the successful defense of any action, suit or proceeding) is
asserted by such trustee, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
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Exhibit
Number Description
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4.4 Wabash National Corporation Amended 1992 Stock Option Plan
4.5 Wabash National Corporation Stock Bonus Plan
5 Opinion of Hogan & Hartson L.L.P. regarding the Legality of the shares of Common Stock being Registered
15 Letter regarding unaudited interim financial information
23.1 Consent of Hogan & Hartson L.L.P. (contained in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (contained on signature page)
</TABLE>
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<PAGE> 5
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) The undertaking concerning indemnification is set forth under
the response to Item 6.
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<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lafayette, Indiana, on June 13, 1997.
Wabash National Corporation
By: /s/ DONALD J. EHRLICH
--------------------------------------
Donald J. Ehrlich
Chief Executive Officer, President and
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
We, the undersigned officers and directors of Wabash National
Corporation, hereby severally and individually constitute and appoint Donald J.
Ehrlich, Mark R. Holden and Michael J. Silver, and each of them, the true and
lawful attorneys and agents of each of us to execute in the name, place and
stead of each of us (individually and in any capacity stated below) any and all
amendments to this Registration Statement on Form S-8, and all instruments
necessary or advisable in connection therewith and to file the same with the
Securities and Exchange Commission, each of said attorneys and agents to have
power to act with or without the other and to have full power and authority to
do and perform in the name and on behalf of each of the undersigned every act
whatsoever necessary or advisable to be done in the premises as fully and to
all intents and purposes as any of the undersigned might or could do in person,
and we hereby ratify and confirm our signatures as they may be signed by our
said attorneys and agents and each of them to any and all such amendment and
amendments.
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DATE SIGNATURE AND TITLE
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June 13, 1997 /s/ DONALD J. EHRLICH
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Donald J. Ehrlich
Chief Executive Officer, President, and
Chairman of the Board
(Principal Executive Officer)
June 13, 1997 /s/ MARK R. HOLDEN
-------------------------------------------------
Mark R. Holden
Vice President-Chief Financial Officer and
Director (Principal Financial Officer and
Principal Accounting Officer)
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Board of Directors:
June 13, 1997 By: /s/ RICHARD E. DESSIMOZ
---------------------------------------------
Richard E. Dessimoz
Vice President-Chief Executive Officer-
Wabash National Finance Corporation and
Director
June 13, 1997 By: /s/ JOHN T. HACKETT
---------------------------------------------
John T. Hackett
Director
June 13, 1997 By: /s/ LUDVIK F. KOCI
---------------------------------------------
Ludvik F. Koci
Director
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EXHIBIT INDEX
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Exhibit
Number Description
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<S> <C>
4.4 Wabash National Corporation Amended 1992 Stock Option Plan
4.5 Wabash National Corporation Stock Bonus Plan
5 Opinion of Hogan & Hartson L.L.P. regarding the Legality of the
shares of Common Stock being Registered
15 Letter regarding Unaudited Interim Financial Information
23.1 Consent of Hogan & Hartson L.L.P. (contained in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (contained on signature page)
</TABLE>
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<PAGE> 1
EXHIBIT 4.4
WABASH NATIONAL CORPORATION AMENDED 1992 STOCK OPTION PLAN
SECTION ONE. PURPOSE OF PLAN
The purpose of the Wabash National Corporation Amended 1992 Stock
Option Plan is to increase the ownership of Wabash National Corporation Stock
by certain of the Company's directors and those key employees of the Company
who contribute to the continued growth, development and financial success of
the Company and its Subsidiaries, and to attract and retain such directors and
employees and reward them for the Company's continued profitable performance.
This plan shall consist of grants of Non-Qualified Stock Options and Stock
Appreciation Rights.
SECTION TWO. DEFINITIONS
A. "Award" means, individually or collectively, Non-Qualified
Stock Options or Stock Appreciation Rights.
B. "Board" means the Board of Directors of the Company.
C. "Code" means the Internal Revenue Code of 1986, as amended.
Reference in this Plan to any section of the Code shall be deemed to include
any amendments or successor provisions to such section and any regulations
promulgated thereunder.
D. "Committee" means the Committee of the Board referred to in
Section Four, elected and designated from time to time by the Board to
administer the Plan.
E. "Company" means Wabash National Corporation or any successors
as described in Section Twelve.
F. "Date of Disability" means the date on which a Participant is
classified as Disabled.
G. "Date of Grant" means the date on which the granting of an
Award is authorized by the Committee or such later date as may be specified by
the Committee in such authorization.
H. "Director" means a member of the Board who is not also an
employee of the Company or a Subsidiary.
I. "Disability" or "Disabled" means the classification of a
Participant as "disabled" pursuant to any long term disability plan of the
Company or a Subsidiary, or any amendment or successor provision to such plan.
J. "Early Retirement" means the retirement of an employee under a
retirement or pension plan of the Company or a Subsidiary prior to the Normal
Retirement Date.
K. "Eligible Employee" means any person employed by the Company
or a Subsidiary on a regularly scheduled basis who satisfies all of the
requirements of Section Six.
L. If the Stock is listed on a national securities exchange,
"Fair Market Value" shall be determined on the basis of the last sale price of
the Stock as of the Date of Grant on the New York Stock Exchange or such other
national securities exchange as the Stock is then being traded, or if the Stock
is not traded on such date, as of the date nearest preceding the Date of Grant.
If the Stock is not traded on a national securities exchange, "Fair Market
Value" shall be determined on the basis of the average of the bid and asked
prices for such Stock on the Date of Grant, as reported by a recognized
quotation service, or if there are no quotations on the Date of Grant, on the
date
<PAGE> 2
nearest preceding on which quotations are reported. In the absence of such
quotations or if the Common Stock is not publicly traded, "Fair Market Value"
shall be determined by the Committee.
M. "Fiscal Quarter Date" means March 31, June 30, September 30,
or December 31 of any year, or such other dates as the Company may, from time
to time, elect as the end dates of fiscal quarters of the Company.
N. "Insider" means an officer or director of the Company within
the meaning of Section 16 of the Securities Exchange Act of 1934.
O. "Non-Qualified Stock Option" means an Option which is not
qualified under Section 422 of the Code and which is granted under Section
Seven.
P. "Normal Retirement Date" is the normal retirement date as
described in the Company's or Subsidiary's retirement or pension plan.
Q. "Participant" means an Eligible Employee who has been granted
an Award under this Plan.
R. "Plan" means this Wabash National Corporation Amended 1992
Stock Option Plan.
S. "Retirement" means retirement under a retirement or pension
plan of the Company or a Subsidiary on or after the Normal Retirement Date.
T. "Stock" means the Common Stock of the Company including
authorized but unissued shares and shares held in the treasury of the Company.
U. "Stock Option Agreement" means an agreement with respect to
Non-Qualified Stock Options and Stock Appreciation Rights as described in
Section Nine.
V. "Stock Appreciation Right" means an Award granted under
Section Eight.
W. "Subsidiary" means any corporation of which 20% or more of its
outstanding voting stock or voting power is beneficially owned, directly or
indirectly, by the Company.
X. "Termination" means resignation or discharge from employment
with the Company or any of its Subsidiaries except in the event of death,
Disability, Retirement, or Early Retirement.
Y. "Additional Option" means any Option other than an Initial
Option.
Z. "Commencement of Service" means the date of election of the
Director to his or her first term as a Director.
AA. "Effective Date" means May 8, 1997.
BB. "Initial Option" means an Option received by a Director as of
the Effective Date or thereafter as of a Director's Commencement of Service.
CC. "Option" means any option to purchase one or more Shares
pursuant to the Plan including both Initial Options and Additional Options.
SECTION THREE. EFFECTIVE DATE, DURATION, AND SHAREHOLDER APPROVAL
A. Effective Date and Stockholder Approval. Subject to the
approval of this Plan by a majority of the outstanding shares of Stock voted
at the 1992 Annual Meeting of Shareholders, this Plan shall be effective as of
A-2
<PAGE> 3
June 30, 1992. Subject to the approval of the amendment of this Plan by a
majority of the outstanding shares of Stock voted at the 1997 Annual Meeting of
Shareholders, the Plan, as amended, shall be effective as of May 8, 1997.
B. Period for Grants of Awards. Awards may be made as provided
herein for a period of 10 years after June 30, 1992.
C. Termination. This plan may be terminated as provided in Section
Thirteen, but shall continue in effect until all matters relating to the
payment of Awards and administration of this Plan have been settled.
SECTION FOUR. ADMINISTRATION
This Plan shall be administered by a Committee designated by the Board
consisting of not less than two members of the Board, each of whom shall
qualify (at the time of appointment to the Committee and during all periods of
service on the Committee) in all respects as a "non-employee director" as
defined in Rule 16b-3 under Securities Exchange Act of 1934, as now in effect
or as hereafter amended. Except as otherwise provided by the Board or
hereunder, such Committee shall have all powers respecting this Plan. Except
where the Plan specifically reserves administrative power or authority to the
Board, questions of interpretation and application of this Plan, or of the
terms and conditions pursuant to which Awards are granted, exercised or
forfeited under the provisions hereof, shall be subject to the determination of
the Committee. Such determination shall be final and binding upon all parties
affected thereby.
SECTION FIVE. GRANT OF AWARDS AND LIMITATION OF NUMBER OF SHARES OF STOCK
AWARDED
The Committee may, from time to time, grant Awards of Stock to one or
more Directors or Eligible Employees; provided that, (i) subject to any
adjustment pursuant to Section Eleven or Twelve, the aggregate number of shares
of Stock subject to Awards under this Plan may not exceed 1,750,000 shares;
(ii) to the extent that an Award lapses or the rights of the participant to
whom it was granted terminate, any shares of stock subject to such Award shall
again be available for the grant of an Award hereunder; and (iii) shares
ceasing to be subject to an Award because of the exercise of a Non-Qualified
Stock Option and Stock Appreciation Right shall no longer be available for the
grant of an Award hereunder. In determining the size of Awards, the Committee
may take into account a Participant's responsibility level, performance,
potential, cash compensation level, the Fair Market Value of the Stock at the
time of Awards and such other consideration as it deems appropriate.
SECTION SIX. ELIGIBILITY
Key employees of the Company and its Subsidiaries and Directors who,
in the opinion of the Committee, contribute to the continued growth,
development and financial success of the Company or its Subsidiaries shall be
eligible to be granted Awards under this Plan. Subject to the provisions of
this Plan, the Committee shall from time to time select from the Directors and
Eligible Employees those to whom awards shall be granted and determine the size
of the Awards. No officer or employee of the Company or its Subsidiaries or
Directors shall have any rights to be granted an Award under this plan.
SECTION SEVEN. NON-QUALIFIED STOCK OPTIONS
A. Grants of Non-Qualified Stock Options. An Award pursuant to this
Section Seven shall be granted to a Participant in the form of Non-Qualified
Stock Options to purchase Stock.
A-3
<PAGE> 4
B. Limitations on Non-Qualified Stock Options. The Committee may
choose to grant a Participant Non-Qualified Stock Options subject to guidelines
adopted by the Board or the Committee with respect to the timing and size of
such Non-Qualified Stock Options. In addition, the Committee may in its
discretion provide that an Option may not be exercised in whole or in part for
any period or periods specified by the Board or the Committee. The rights of a
Participant to exercise a Non-Qualified Stock Option are used to calculate
amounts received upon exercise of a related Stock Appreciation Right. In the
discretion of the Board or the Committee, the Company may agree to repurchase
Non-Qualified Stock Options for cash; provided, however, that no Non-Qualified
Stock Options shall be repurchased by the Company from an insider for cash
within six months of the Award to the insider of such Non-Qualified Stock
Option hereunder. The Board or the Committee may grant Awards covering up to
the entire number of shares available for issuance under the Plan (as
determined under Section 5) to any one Participant or to several Participants,
in the sole discretion of the Board or the Committee.
SECTION EIGHT. STOCK APPRECIATION RIGHTS
A. Grants of Stock Appreciation Rights. An Award pursuant to this
Section Eight may only be granted to a Participant who has been granted a
Non-Qualified Stock Option pursuant to Section Seven. Each such Stock
Appreciation Right shall relate to a specific Option granted and may be granted
concurrently with the Non-Qualified Stock Option to which it relates or at any
time prior to the exercise, termination or expiration of such Non-Qualified
Stock Option.
For the purposes of this Plan, the term "Stock Appreciation Right"
means the right to receive from the Company, upon surrender of the
Non-Qualified Stock Option or a portion thereof without payment to the Company,
an amount equal to the Fair Market Value on the exercise date of the total
number of Shares for which the Stock Appreciation Right is exercised, less the
exercise price which the Participant would have otherwise been required to pay
upon purchase of the relevant shares.
A Stock Appreciation Right shall be payable by the Company upon
exercise of such right in cash or Stock, or in any combination thereof, as the
Board or the Committee in its sole discretion may determine.
B. Limitations on Stock Appreciation Rights. In no event shall the
total number of shares of Stock which may be paid to the Participant pursuant
to the exercise of a Stock Appreciation Right exceed the total number of shares
subject to the related Non-Qualified Stock Option. The Board or the Committee
may fix, with respect to Stock Appreciation Rights granted under this Plan,
such waiting periods, exercise dates or other limitations as it shall deem
appropriate, except that a Stock Appreciation Right shall only be exercisable
during such time as the related Non-Qualified Stock Option could be exercised.
In addition, the Board or the Committee may impose a total prohibition on the
exercise of Stock Appreciation Rights for such period or periods as it, in its
sole discretion, deems to be in the best interest of the Company.
SECTION NINE. TERMS AND CONDITIONS OF STOCK OPTION AGREEMENTS
Non-Qualified Stock Options and Stock Appreciation Rights shall be
evidenced by Stock Option Agreements in such form as the Board or the Committee
shall, from time to time, approve. A Stock Appreciation Right shall be
evidenced by an agreement incorporated in or amending the Stock Option
Agreement to which such right relates. Such agreements shall comply with and be
subject to the following terms and conditions:
A. Medium of Payment. Upon exercise of the Non-Qualified Stock
Option, the Option price shall be payable either (i) in United States dollars
in cash or by check, bank draft or money order payable to the order of the
Company, or (ii) in the discretion of the Board or the Committee, through the
delivery of shares of Stock with a Fair Market Value equal to the total option
price, or (iii) by a combination of the methods described in (i) and (ii);
provided, however, that in the case of an Option purchase which is paid by an
insider in whole or in part by the delivery of shares of Stock, the Stock
acquired in the exercise shall not be disposed by the insiders for a six month
period commencing on the date on which the insider acquired the Stock tendered
in connection with such exercise
A-4
<PAGE> 5
or any other Stock. Payment in full of the Option price need not accompany the
written notice of exercise provided the notice directs that the Stock
certificate or certificates for the shares for which the Option is exercised be
delivered to a licensed broker acceptable to the Company as the agent for the
individual exercising the Option and, at the time such Stock certificate or
certificates are delivered, the broker tenders to the Company cash (or cash
equivalents acceptable to the Corporation) equal to the Option price plus the
amount (if any) of federal and/or other taxes which the Corporation may, in its
judgment, be required to withhold with respect to the exercise of the Option.
An attempt to exercise any Option granted hereunder other than as set forth
above shall be invalid and of no force and effect. Promptly after the exercise
of an Option and the payment in full of the Option Price of the shares of Stock
covered thereby, the individual exercising the Option shall be entitled to the
issuance of a Stock certificate or certificates evidencing such individual's
ownership of such shares.
B. Number of Shares. The Stock Option Agreement shall state the
total number of shares to which it pertains.
C. Option Price. The option price shall be not less than 100% of the
Fair Market Value of the shares of Stock on the date of the granting of the
Option.
D. Term of Non-Qualified Stock Options and Stock Appreciation
Rights. Each Non-Qualified Stock Option and related Stock Appreciation Right
granted under this Plan shall expire not more than 10 years from the date the
Option is granted.
E. Date of Exercise. Except for such limitations as may be provided
by the Board or the Committee in its discretion pursuant to Sections Seven and
Eight, any Options or Stock Appreciation Right may be exercised in whole at any
time or in part from time to time during its term; provided, however, that the
exercise of a Stock Appreciation Right by an insider hereunder for cash shall
be permitted only (i) on or after November 8, 1992 and (ii) pursuant to an
election made during the period beginning on the third business day following
the date of release for publication by the Company of quarterly and annual
summary statements of sales and earnings of the Company and ending on the
twelfth business day following such date.
F. Forfeiture or Exercise of Non-Qualified Stock Option and Stock
Appreciation Right--Employees. In the event a Participant who is an
Employee of the Company or Subsidiary ceases employment with the Company or the
Subsidiary prior to exercise of the Participants Non-Qualified Stock Option and
Stock Appreciation Right, such Non-Qualified Stock Option and Stock
Appreciation Right shall be forfeited and terminated or be exercised only as
follows:
(i) Termination. If Termination is at the Participant's request or
for gross misconduct at the Company's request and in the Company's
sole discretion, the Participant's Non-Qualified Stock Option and
Stock Appreciation Right shall be forfeited immediately. If
Termination is for reasons other than at the Participant's request or
for gross misconduct at the Company's request and in the Company's
sole discretion, the Participant's Non-Qualified Stock Option and
Stock Appreciation Right may thereafter be exercised for a period of
30 days from the date of Termination to the extent to which they were
exercisable on the date of Termination.
(ii) Retirement. In the event of Retirement, the Participant shall
have the right, subject to the provisions of Section Nine and
Fourteen, to exercise his Non-Qualified Stock Option and Stock
Appreciation Right within 12 months of the Participant's Normal
Retirement Date, or if later the date of his or her Retirement.
(iii) Early Retirement. If Early Retirement is at the Participant's
request, the Non-Qualified Stock Option and Stock Appreciation Right
shall be forfeited on the Early Retirement Date unless the Board or
the Committee in its discretion decides that the Non-Qualified Stock
Option and Stock Appreciation Right shall be exercisable as if the
Participant had maintained active employment until the Normal
Retirement Date. If Early Retirement is at the Company's request, the
Non-Qualified Stock Option and Stock Appreciation Right shall be
exercisable as if the Participant had maintained active employment
until the Normal Retirement Date.
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<PAGE> 6
(iv) Disability. Upon a Participant's Disability, the Participant's
Non-Qualified Stock Option and Stock Appreciation Right shall be
exercisable as if the Participant had maintained active employment
until the Normal Retirement Date.
(v) Death. If the Participant shall die while in the employment of
the Company or within the period of time after Retirement during which
the Participant would have been entitled to exercise his Non-Qualified
Stock Option and Stock Appreciation Right, the Participant's estate,
personal representative or beneficiary, whichever succeeds to the
Participant's rights under the Plan, shall have the right to exercise
such Non-Qualified Stock Option and Stock Appreciation Right within 12
months from the date of the Participant's death to the extent they
were exercisable immediately prior to the Participant's death.
G. Forfeiture or Exercise of Non-Qualified Stock Option and Stock
Appreciation Right--Directors. In the event a Participant who is a Director
ceases to be a Director prior to the exercise of the Participant's
Non-Qualified Stock Option and Stock Appreciation Right, such Non-Qualified
Stock Option and/or Stock Appreciation right may thereafter be exercised only
for a period of thirty days from the date of such cessation of Director status
and only to the extent to which such Non-Qualified Stock Option and Stock
Appreciation Right were exercisable on the last day on which the Director was a
Director.
H. Agreement as to Sale of Securities. If, at the time of the
exercise of any Non-Qualified Stock Option or Stock Appreciation Right for
shares of Stock, in the opinion of counsel for the Company, it is necessary or
desirable, in order to comply with any applicable laws or regulations relating
to the sale of securities, that the Participant exercising the Non-Qualified
Stock Option or Stock Appreciation Right shall agree to purchase the shares
that are subject to the Non-Qualified Stock Option or Stock Appreciation Right
for investment only and not with any present intention to resell the same and
that if a Participant shall dispose of such shares only in compliance with such
laws and regulations, the Participant will, upon the request of the Company,
execute and deliver to the Company an agreement to such effect.
I. Other Provisions. Stock Option Agreements authorized under
this Plan may contain such other provisions not inconsistent herewith as the
Board or the Committee shall deem advisable, including a provision to reacquire
Options for cash.
SECTION TEN. GRANT IN SUBSTITUTION FOR NON-QUALIFIED STOCK OPTIONS AND STOCK
APPRECIATION RIGHTS GRANTED BY OTHER CORPORATIONS
Awards may be granted under this Plan from time to time in
substitution for similar awards held by employees of corporations who become or
are about to become key employees of the Company or a Subsidiary as the result
of a merger or consolidation of the employing corporation with the Company or a
Subsidiary, or the acquisition by the Company or a Subsidiary of the assets of
the employing corporation, or the acquisition by the Company or a Subsidiary of
20% or more of the stock of the employing corporation causing it to become a
Subsidiary. Subject to the procurement of the approval of the stockholders of
the Company as may be required for the Plan to satisfy the requirements under
rule 16b-3 under the Securities Exchange Act of 1934, the terms and conditions
of the substitute Awards so granted may vary from the terms and conditions set
forth in this Plan to such extent as the Board at the time of the grant may
deem appropriate to conform, in whole or in part, to the provisions of the
non-qualified stock options and stock appreciation rights in substitution for
which they are granted.
SECTION ELEVEN. CHANGES IN CAPITAL STRUCTURE
In the event of any change in the number of issued shares of Stock of
the Company resulting from a subdivision or consolidation of shares or other
capital adjustment, or the payment of a stock dividend or other increase or
decrease of such shares, then appropriate adjustments shall be made by the
Board or the Committee with respect to outstanding Awards and the aggregate
number of shares of stock which may be awarded pursuant to this
A-6
<PAGE> 7
Plan. Additions to Awards issued as a result of any such change shall bear the
same restrictions and carry the same terms as the Awards to which they relate.
In the event of a change in the Company's Stock which is limited to a
change in the designation thereof to "Capital Stock" or other similar
designation, or in par value to no par value, without increase or decrease in
the number of issued shares, the shares resulting from any such change shall be
deemed to be Stock within the meaning of this Plan.
SECTION TWELVE. COMPANY SUCCESSOR
In the event the Company shall be the surviving or resulting
corporation in any merger, sale of assets or stock, consolidation or corporate
reorganization (including a reorganization in which the holders of Stock
receive securities of another corporation), any Award granted hereunder shall
pertain to and apply to the securities to which a holder of Stock would have
been entitled. The Board shall make such appropriate determinations and
adjustments as it deems necessary so as to substantially preserve the rights
and benefits both as to number of shares and otherwise, of Participants under
this Plan.
In the event the Company shall not be the surviving or resulting
corporation in any merger, sale of assets or stock, consolidation or corporate
reorganization (including a reorganization in which the holders of Stock
receive securities of another corporation), the successor corporation may, but
shall not be required to, issue substitute awards so as to substantially
preserve the rights and benefits of Participants under this Plan.
SECTION THIRTEEN. AMENDMENT OF PLAN
The Board may at any time and from time to time alter, amend, suspend
or terminate this Plan in whole or in part, except no such action may be taken,
without the consent of the Participant to whom any Award shall have been
granted, which adversely affects the rights of such Participant concerning such
Award, except as such termination or amendment of this Plan is required by
statute, or rules and regulations promulgated thereunder, or as otherwise
permitted hereunder.
SECTION FOURTEEN. MISCELLANEOUS PROVISIONS
A. Non-Transferability. No benefit provided hereunder shall be subject
to alienation or assignment by a Participant (or by any person entitled to such
benefit pursuant to the terms of this Plan), nor shall it be subject to
attachment or other legal process of whatever nature. Any attempted
alienation, assignment or attachment shall be void and of no effect whatsoever.
Payment shall be made only into the hands of the Participant entitled to
receive the same or into the hands of the Participant's authorized legal
representative.
B. No Employment Right. Neither this Plan nor any action taken
hereunder shall be construed as giving any right to be retained as a Director,
Officer, or Employee of the Company of any of its Subsidiaries.
C. Tax Withholding. Either the Company or a Subsidiary, as appropriate,
shall have the right to deduct from all Awards paid any Federal, state, local
or employment taxes which it deems are required by law to be withheld with
respect to such payment. In the case of Awards paid in Stock, the Participant
receiving such Stock may be required to pay to the Company or a Subsidiary an
amount required to be withheld with respect to such Stock. At the request of a
Participant, or as required by law, such sum as may be required for the payment
of any estimated or accrued income tax liability may be withheld and paid over
to the governmental entity entitled to receive the same.
D. Acceleration. Except as otherwise provided hereunder, the Board or
the Committee may in its discretion accelerate the time at which a
Non-Qualified Stock Option or Stock Appreciation Right granted
A-7
<PAGE> 8
hereunder may be exercised; provided, however, that, in the event of any such
acceleration with respect to Non-Qualified Stock Options or Stock Appreciation
Right held by an insider, at least six months shall elapse from the date of
such acceleration and (i) in the case of a Non-Qualified Stock Option, to the
later of the date of exercise of the Non-Qualified Stock Option or the
disposition of the Stock acquired by exercising the Non-Qualified Stock Option,
or (ii) in the case of a Stock Appreciation Right, the date of exercise of the
Stock Appreciation Right.
E. Fractional Shares. Any fractional shares concerning Awards shall be
eliminated at the time of payment or payout by rounding down for fractions of
less than one-half and rounding up to fractions of equal to or more than
one-half. No cash settlements shall be made with respect to fractional shares
eliminated by rounding.
F. Government and Other Regulations. The obligation of the Company to
make payment of Awards in Stock or otherwise shall be subject to all applicable
laws, rules and regulations, and to such approvals by any government agencies
as may be required. If Stock awarded hereunder may in certain circumstances be
exempt from registration under the Securities Act of 1933, the Company may
restrict its transfer in such manner as it deems advisable to ensure such
exempt status.
G. Indemnification. Each person who is or at any time serves as a
member of the Board of the Committee shall be indemnified and held harmless by
the Company against and from (i) any loss, cost, liability or expense that may
be imposed upon or reasonably incurred by such person in connection with or
resulting from any claim, action, suit or proceeding to which such person may
be a party or in which such person may be involved by reason of any action or
failure to act under this Plan; and (ii) any and all amounts paid by such
person in satisfaction of judgment in any such action, suit or proceeding
relating to this Plan, provided, however, that no such person shall be entitled
to indemnification hereunder for any loss, cost, liability or expense incurred
by such person in his or her capacity as a Participant hereunder. Each person
covered by this indemnification shall give the Company an opportunity, at its
own expense, to handle and defend the same before such person undertakes to
handle and defend it on such person's own behalf. The foregoing right of
indemnification shall not be exclusive of any rights of indemnification to
which such persons may be entitled under the charter or by-laws of the Company
or any of its Subsidiaries, as a matter of law, or otherwise, or any power that
the Company may have to indemnify such person or hold such person harmless.
H. Reliance on Reports. Each member of the Board or the Committee shall
be fully justified in relying or acting in good faith upon any report made by
the independent public accountants of the Company and its Subsidiaries, and
upon any other information furnished in connection with this Plan. In no event
shall any person who is or shall have been a member of the Board be liable for
any determination made or other action taken or any omission to act in reliance
upon any such report or information, or for any action taken, including the
furnishing of information, or failure to act, if in good faith.
I. Governing Law. All matters relating to this Plan or to Awards
granted hereunder shall be governed by the laws of the State of Delaware,
without regard to the principles of conflict of laws.
J. Relationship to Other Benefits. No payment under this Plan shall be
taken into account in determining any benefits under any other pension,
retirement, profit sharing or group insurance plan of the Company or any
Subsidiary.
K. Expenses. The expenses of implementing and administering this Plan
shall be borne by the Company and its Subsidiaries.
L. Titles and Headings. The titles and headings of the sections in this
Plan are for convenience of reference only, and in the event of any conflict,
the text of this Plan, rather than such titles or headings, shall control.
A-8
<PAGE> 9
SECTION FIFTEEN. FORMULA GRANTS OF OPTIONS TO DIRECTORS
A. Number of Shares and Grant Dates. On the Effective
Date, each Director then serving on the Board shall be granted an Initial
Option to purchase 1,500 shares of Stock. Each Director whose Commencement of
Service is after the Effective Date shall be granted an Initial Option, as of
the date of the Director's Commencement of Service, to purchase 7,500 shares of
Stock. Thereafter, subject to the availability of shares of Stock, immediately
following the annual election of Directors, each Director shall be granted an
Additional Option to purchase 1,500 shares of Stock if he or she has served as
a Director for one (1) year or more and is then serving as a Director on the
Board. The date on which the Board approves the grant of an Option (or such
later date as is specified by the Board) shall be considered the date on which
such Option is granted.
B. Option Price. The Option Price of the shares of
Stock covered by each Option granted pursuant to this Section 15 of the Plan
shall be the Fair Market Value of such shares on the Grant Date. The Option
Price shall be subject to adjustment as provided in Section 11 hereof.
C. Vesting of Options. Subject to the provisions of
Section 15(D), the Initial and Additional options shall be vested upon the
Grant Date.
D. Option Period. An Option shall be exercisable only
during the Option Period. The Option Period shall commence six months after
the Grant Date shall end at the close of business on the tenth (10th)
anniversary of the Grant Date. Termination of the Optionee's status as a
Director for any reason shall not cause an Option to terminate. To the extent
an Option is not exercisable on the date of such termination, it shall be
forfeited and terminate.
SECTION SIXTEEN. VESTING IN CONNECTION WITH A CHANGE IN CONTROL
In the event of a Change in Control, all non-vested Options
outstanding under the Plan shall immediately vest. A "Change in Control" shall
be deemed to have occurred if (i) any "person" (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")), becomes, after the date hereof, the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing twenty percent (20%) or more of the
combined voting power of the Company's then outstanding securities; (ii) during
any two (2) year period, individuals who at the beginning of such period
constitute the Board, including for this purpose any new director whose
election resulted from a vacancy on the Board caused by the mandatory
retirement, death, or disability of a director and was approved by a vote of at
least two-thirds (2/3rds) of the directors then still in office who were
directors at the beginning of the period, cease for any reason to constitute a
majority thereof; (iii) the Company consummates a merger or consolidation of
the Company with or into another corporation, the result of which is that the
stockholders of the Company at the time of the execution of the agreement to
merge or consolidate own less than eighty percent (80%) of the total equity of
the corporation surviving or resulting from the merger or consolidation or of a
corporation owning, directly or indirectly, one hundred percent (100%) of the
total equity of such surviving or resulting corporation; or (iv) the sale in
one or a series of transactions of all or substantially all of the assets of
the Company; (v) any person has commenced a tender or exchange offer, or
entered into an agreement or received an option to acquire beneficial ownership
of twenty percent (20%) or more of the total number of voting shares of the
Company unless the Board has made a determination that such action does not
constitute and will not constitute a change in the persons in control of the
Company.
A-9
<PAGE> 1
EXHIBIT 4.5
WABASH NATIONAL CORPORATION
STOCK BONUS PLAN
<PAGE> 2
WABASH NATIONAL CORPORATION STOCK BONUS PLAN
1. PURPOSE
The purpose of this Plan is to provide for supplementary
compensation as an incentive and reward to eligible long service employees who
through industry, ability and exceptional service, contribute materially to the
success of Wabash National Corporation
2. DEFINITIONS
When used herein the following terms shall have the following
meanings:
(a). "Plan" means this Stock Bonus Plan for long service employees
of Wabash National Corporation, as the same may be amended from time to time.
(b). "Effective Date" means January 1, 1997.
(c). "Taxable Year" means the fiscal year of Wabash National
Corporation which as of the Effective Date is the calendar year.
(d). "Company" means Wabash National Corporation
(e). "Board of Directors" means the Board of Directors of the
Company.
(f). "Stock" means shares of common stock of the Company, par value
$.01 per share.
(g). "Employee" or Eligible Employee" means any long service
employee of the Company who has been designated by the Board as eligible to
receive awards hereunder.
(h). "Participant" means any Eligible Employee who has been awarded
a bonus under paragraph 3 below.
3. DETERMINATION AND ALLOCATION OF STOCK
(a). The aggregate number of shares of Stock which may be awarded
as bonuses pursuant to the Plan is 500,000 shares of Stock.
(b). The Board shall determine in its sole discretion the amount of
individual Stock bonus awards for Eligible Employees based on such criteria as
it shall determine to be relevant.
<PAGE> 3
4. PAYMENT OF AWARDS
A certificate for the number of shares of Stock which have
been awarded shall be delivered to the Participant, free of all restrictions
except those otherwise required pursuant to Federal and state securities laws.
5. ADMINISTRATION
(a). The Board shall have full power and authority to construe,
interpret and administer the Plan. All decisions, actions or interpretations
of the Board shall be final, conclusive and binding upon all parties. If any
person objects to any such interpretation or action, formally or informally,
the expenses of the Board and its agents and counsel shall be chargeable
against the Participant.
(b). No member of the Board shall be personally liable by reason of
any contract or other instrument executed by him or on his behalf in his
capacity as a member of the Board nor for any mistake of judgment made in good
faith, and the Company shall indemnify and hold harmless each member of the
Board and each other officer or employee of the Company to whom any duty or
power relating to the administration or interpretation of the Plan has been
delegated, against any cost or expense (including counsel fees) or liability
(including any sum paid in settlement of a claim with the approval of the
Board) arising out of any act or omission to act in connection with the Plan
unless arising out of such person's own fraud or bad faith.
6. AMENDMENT OR TERMINATION
(a). The Board of Directors reserves the right at any time to
amend, suspend, or terminate the Plan in whole or in part and for any reason
and without the consent of any Participant; provided that no such amendment
shall adversely affect the rights of Participants with respect to Stock awarded
to Participants prior to such amendment.
(b). Subject to paragraph 6(a) above, any amendment, modification,
suspension, or termination of any provisions of the Plan may be made
retroactively.
7. GENERAL LIMITATIONS AND PROVISIONS
(a). Nothing contained in the Plan shall give any Employee the
right to be retained in the employment of the Company or affect the right of
the Company to dismiss any Employee. The adoption of the Plan shall not
constitute a contract between the Company and any Employee. No Employee shall
receive any right to be granted an award hereunder nor shall any such award be
considered as compensation under any employee benefit plan of the Company
except as otherwise determined by the Board.
2
<PAGE> 4
(b). Except insofar as may otherwise be required by law, no amount
payable at any time under the Plan shall be subject in any manner to alienation
by anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment,
charge, or encumbrance of any kind nor in any manner be subject to the debts or
liabilities of any person and any attempt to so alienate or subject any such
amount, whether presently or thereafter payable, shall be void. If any person
shall attempt to, or shall, alienate, sell, transfer, assign, pledge, attach,
charge, or otherwise encumber any amount payable under the Plan, or any part
thereof, or if by reason of his bankruptcy or other event happening at any such
time such amount would be made subject to his debts or liabilities or would
otherwise not be enjoyed by him, then the Board, if it so elects, may direct
that such amount be withheld and that the same or any part thereof be paid or
applied to or for the benefit of such person, his spouse, children or other
dependents, or any of them, in such manner and proportion as the Board may deem
proper.
(c). The Participant shall have no right, title, or interest
whatsoever in or to any assets of the Company. Nothing contained in the Plan,
and no action taken pursuant to its provisions, shall create or be construed to
create a trust of any kind, or a fiduciary relationship between the Company and
the Employee or any other person. To the extent that any person acquires a
right to receive Stock from the Company under this Plan, such right shall be no
greater than the right of an unsecured general creditor of the Company. No
special or separate fund shall be established and no segregation of assets
shall be made to assure delivery of Stock.
8. TAX WITHHOLDING
The Participant shall provide funds to the Company in an amount
sufficient to pay the amount of any withholding taxes required with respect to
the Stock bonus award at the time such withholding is required. The Company
may withhold amounts needed to cover such taxes from payments otherwise due and
owing to the Participant.
WABASH NATIONAL
CORPORATION
By:
----------------------
Its:
---------------------
3
<PAGE> 5
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
1. PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3. DETERMINATION AND ALLOCATION OF STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
4. PAYMENT OF AWARDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
5. ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
6. AMENDMENT OR TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
7. GENERAL LIMITATIONS AND PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
8. TAX WITHHOLDING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
</TABLE>
- 1 -
<PAGE> 1
EXHIBIT 5
HOGAN & HARTSON L.L.P.
111 SOUTH CALVERT STREET
BALTIMORE, MD 21202
June 13, 1997
Wabash National Corporation
1000 Sagamore Parkway South
Lafayette, Indiana 47905
Ladies and Gentlemen:
This firm has acted as counsel to Wabash National Corporation,
a Delaware corporation (the "Company"), in connection with its registration,
pursuant to a registration statement on Form S-8 filed on the date hereof (the
"Registration Statement"), of 1,500,000 shares (the "Shares") of common stock,
par value $.01 per share of the Company (the "Common Stock"), issuable upon the
exercise of options granted or to be granted or as restricted Shares pursuant
to the Wabash National Corporation Amended 1992 Stock Option Plan (the "Option
Plan") and the Wabash National Corporation Stock Bonus Plan (the "Bonus Plan").
The Option Plan and the Bonus Plan are collectively referred to herein as the
"Plans." This letter is furnished to you pursuant to the requirements of Item
601(b)(5) of Regulation S-K, 17 C.F.R. Section 229.601(b)(5) in connection with
such registration.
For purposes of this opinion letter, we have examined copies
of the following documents:
1. The Registration Statement.
2. The Certificate of Incorporation of the Company with
amendments thereto, as certified by the Secretary of
State of the State of Delaware on June 12, 1997 and as
certified by an officer of the Company on the date
hereof as being complete, accurate and in effect.
3. The Bylaws of the Company, as certified by the
Secretary of the Company on the date hereof as being
complete, accurate and in effect.
<PAGE> 2
4. The Option Plan as adopted by the Board of Directors of
the Company and approved by the shareholders of the
Company, and as certified by the Secretary of the
Company on the date hereof as being complete, accurate
and in effect.
5. The Bonus Plan as adopted by the Board of Directors of
the Company and as certified by the Secretary of the
Company on the date hereof as being complete, accurate
and in effect.
6. Resolutions of the Board of Directors of the Company
adopted on December 12, 1996, March 26, 1997 and May 8,
1997, as certified by the Secretary of the Company on
the date hereof as being complete, accurate and in
effect, relating to, among other things, the approval
of the Plans and the filing of the Registration
Statement.
7. A certificate of certain officers of the Company, dated
the date hereof, as to certain facts relating to the
Company.
In our examination of the aforesaid documents, we have assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authenticity, accuracy and completeness of all documents submitted to us, and
the conformity with the original documents of all documents submitted to us as
certified, telecopied, photostatic, or reproduced copies. This opinion letter
is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on
the General Corporation Law of the State of Delaware, and we express no opinion
as to any other laws, statutes, ordinances, rules or regulations (such as state
securities or "blue sky" laws).
Based upon, subject to and limited by the foregoing, we are of
the opinion that the Shares, when issued and delivered in the manner and on the
terms contemplated in the Registration Statement and the Plans (with the
Company having received the consideration therefor, the form of which is in
accordance with applicable law), will be validly issued, fully paid and
non-assessable.
We assume no obligation to advise you of any changes in the
foregoing subsequent to the delivery of this opinion letter. This opinion
letter has been prepared solely for your use in connection with filing of the
Registration Statement on the date hereof, and should not be quoted in whole or
in part or otherwise be referred to, nor be filed with or furnished to any
governmental agency or other person or entity, without the prior written
consent of this firm.
<PAGE> 3
We hereby consent to the filing of this opinion letter as an
exhibit to the Registration Statement. In giving this consent, we do not
thereby admit that we are an "expert" within the meaning of the Securities Act
of 1933, as amended.
Sincerely yours,
HOGAN & HARTSON L.L.P.
<PAGE> 1
EXHIBIT 15
June 12, 1997
To Wabash National Corporation:
We are aware that Wabash National Corporation has incorporated by reference in
its Form S-8 Registration Statement its Form 10-Q for the quarter ended March
31, 1997, which includes our report dated April 18, 1997, covering the
unaudited interim financial information contained therein. Pursuant to
Regulation C of the Securities Act of 1933, that report is not considered a
part of the registration statement prepared or certified by our firm or a
report prepared or certified by our firm within the meaning of Sections 7 and
11 of the Act.
Very truly yours,
ARTHUR ANDERSEN LLP
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 17, 1997
included in Wabash National Corporation's Form 10-K for the year ended December
31, 1996 and to all references to our Firm included in this registration
statement.
Indianapolis, Indiana
June 12, 1997
