WABASH NATIONAL CORP /DE, S-3/A, 1998-03-31

WABASH NATIONAL CORP /DE
S-3/A, 1998-03-31
TRUCK TRAILERS

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 30, 1998

REGISTRATION NO. 333-48589
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------

AMENDMENT NO. 1

TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

----------------

WABASH NATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 52-1375208
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

1000 SAGAMORE PARKWAY SOUTH
LAFAYETTE, INDIANA 47905
(765) 448-1591
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

----------------

DONALD J. EHRLICH
WABASH NATIONAL CORPORATION
1000 SAGAMORE PARKWAY SOUTH
LAFAYETTE, INDIANA 47905
(765) 448-1591
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

COPIES TO:
MICHAEL J. SILVER ROBERT F. WALL
AMY BOWERMAN FREED R. CABELL MORRIS, JR.
HOGAN & HARTSON L.L.P. WINSTON & STRAWN
111 S. CALVERT STREET, SUITE 1600 35 WEST WACKER DRIVE
BALTIMORE, MARYLAND 21202 CHICAGO, ILLINOIS 60601
(410) 659-2700 (312) 558-5600

----------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: [_]

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [_]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

----------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

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<PAGE>

EXPLANATORY NOTE

This Registration Statement contains two forms of prospectus: one to be used
in connection with a United States offering of Common Stock (the "U.S.
Prospectus") and one to be used in connection with a concurrent international
offering of Common Stock (the "International Prospectus"). The U.S. Prospectus
and the International Prospectus are identical except that they contain
different front and back cover pages and different descriptions of the plan of
distribution (contained under the caption "Underwriting" in each of the U.S.
and International Prospectuses). The form of U.S. Prospectus is included
herein and is followed by those pages to be used in the International
Prospectus which differ from, or are in addition to, those in the U.S.
Prospectus. Each of the pages for the International Prospectus included herein
is labeled "Alternative Page for International Prospectus."
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED MARCH 30, 1998
PROSPECTUS
3,000,000 SHARES
LOGO

COMMON STOCK

-----------

All of the 3,000,000 shares of Common Stock of Wabash National Corporation, a
Delaware corporation ("Wabash" or the "Company"), offered hereby are being
offered by the Company.

Of the 3,000,000 shares of Common Stock offered, 2,400,000 shares are being
offered inside the United States and Canada by the U.S. Underwriters (the "U.S.
Offering") and 600,000 shares are being offered in a concurrent international
offering outside the United States and Canada by the International Managers
(the "International Offering" and together with the U.S. Offering, the
"Offerings"). The price to the public and the aggregate underwriting discount
per share will be identical for both offerings. See "Underwriting."

The Common Stock is listed on the New York Stock Exchange under the symbol
"WNC." On March 27, 1998, the last reported sale price of the Common Stock on
the New York Stock Exchange was $29 7/16 per share. See "Price Range of Common
Stock."

SEE "RISK FACTORS" BEGINNING ON PAGE 8 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.

-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
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<S> <C> <C> <C>
Per Share....................................... $ $ $
- -------------------------------------------------------------------------------------------
Total(3)........................................ $ $ $
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
</TABLE>
(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(2) Before deduction of expenses, estimated at $330,000, which are payable by
the Company.
(3) The Company has granted the U.S. Underwriters and the International
Managers options, exercisable within 30 days of the date hereof, to
purchase up to an aggregate of 360,000 and 90,000, respectively, additional
shares of Common Stock on the same terms set forth above, to cover over-
allotments, if any. If the over-allotment options are exercised in full,
the total Price to Public, Underwriting Discount and Proceeds to Company
will be $ , $ and $ , respectively. See "Underwriting."

-----------
The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as and if issued to and accepted by them, subject to
approval of certain legal matters by counsel for the Company and counsel for
the Underwriters and certain other conditions. The Underwriters reserve the
right to withdraw, cancel or modify such offer and to reject orders in whole or
in part. It is expected that delivery of the Common Stock will be made against
payment therefor in New York, New York on or about 1998.

-----------
MERRILL LYNCH & CO.
BT ALEX. BROWN
ROBERT W. BAIRD & CO.
INCORPORATED
MORGAN KEEGAN & COMPANY, INC.

-----------
The date of this Prospectus is , 1998
<PAGE>

Photographs of the DuraPlate trailer and composite material manufacturing
process, AutoRailer and RoadRailer.

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK.
SUCH TRANSACTIONS MAY INCLUDE STABILIZING THE PURCHASE OF SHARES OF COMMON
STOCK TO COVER SYNDICATE SHORT POSITIONS AND THE IMPOSITION OF PENALTY BIDS.
FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
<PAGE>

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED MARCH 30, 1998
PROSPECTUS
3,000,000 SHARES
LOGO

COMMON STOCK

-----------

All of the 3,000,000 shares of Common Stock of Wabash National Corporation, a
Delaware corporation ("Wabash" or the "Company"), offered hereby are being
offered by the Company.

Of the 3,000,000 shares of Common Stock of the Company offered, 600,000
shares are being offered initially outside the United States and Canada by the
International Managers (the "International Offering") and 2,400,000 shares are
being offered in a concurrent offering inside the United States and Canada by
the U.S. Underwriters (the "U.S. Offering" and together with the International
Offering, the "Offerings"). The price to the public and the aggregate
underwriting discount per share will be identical for both offerings. See
"Underwriting."

SEE "RISK FACTORS" BEGINNING ON PAGE 8 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK.

(3) The Company has granted the International Managers and the U.S.
Underwriters options, exercisable within 30 days of the date hereof, to
purchase up to an aggregate of 90,000 and 360,000, respectively, additional
shares of Common Stock on the same terms as set forth above, to cover over-
allotments, if any. If the over-allotment options are exercised in full,
the total Price to Public, Underwriting Discount, and Proceeds to Company
will be $ , $ and $ , respectively. See "Underwriting."

-----------
The shares of Common Stock are being offered by the several underwriters,
subject to prior sale, when, as and if issued to and accepted by them and
subject to approval of certain legal matters by counsel to the Company and
counsel for the Underwriters and certain other conditions. The Underwriters
reserve the right to withdraw, cancel or modify such offer and to reject orders
in whole or in part. It is expected that delivery of the Common Stock will be
made against payment therefor in New York, New York on or about , 1998.

-----------
MERRILL LYNCH INTERNATIONAL
BT ALEX. BROWN INTERNATIONAL
ROBERT W. BAIRD & CO.
INCORPORATED
MORGAN KEEGAN & COMPANY, INC.

-----------
The date of this Prospectus is , 1998
<PAGE>

[ALTERNATIVE PAGE FOR INTERNATIONAL PROSPECTUS]

Photographs of the DuraPlate trailer and composite material manufacturing
process, AutoRailer and RoadRailer.

This Prospectus does not constitute an offer to sell or the solicitation of
an offer to buy the Common Stock in any jurisdiction in which such offer or
solicitation is unlawful. There are restrictions on the offer and sale of the
Common Stock in the United Kingdom. All applicable provisions of the Financial
Services Act 1986 and the Public Offers of Securities Regulations 1995 with
respect to anything done by any person in relation to the Common Stock, in,
from or otherwise involving the United Kingdom must be complied with. See
"Underwriting."

In this Prospectus, references to "dollars," "U.S.$" and "$" are to United
States dollars.

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements and notes thereto appearing elsewhere in,
or incorporated by reference into, this Prospectus. Unless indicated otherwise,
the information contained herein assumes no exercise of the Underwriters' over-
allotment options.

THE COMPANY

Founded in 1985 by several members of current senior management, the Company
is the largest United States designer and manufacturer of truck trailers.
Through a wholly-owned subsidiary, the Company also provides leasing and
financing programs to its customers. The Company established its retail branch
network and aftermarket parts and service capacity through its 1997 acquisition
(the "Fruehauf Acquisition") of certain assets of Fruehauf Trailer Corporation
("Fruehauf"), including the well-recognized Fruehauf brand name. This network
also sells used trailers to the retail trade.

The Company believes that its success has been the result of its long-
standing relationships with its customer partners, innovative product
development, broad product line, large distribution and service network and
corporate culture. The Company markets its products under the Wabash National
and Fruehauf brand names and parts and services under the Pro-Par, Wabash
National and Fruehauf brand names. The Company estimates that over 20% of the
nation's trailers in service are either Fruehauf or Wabash trailers and that
approximately 22% of all new trailers shipped in the United States in 1997 were
produced by the Company. At December 31, 1997, the Company's backlog was $832
million, including over $200 million for the new DuraPlate trailers, the
Company's innovative and proprietary composite plate trailer. The Company has
achieved a 24% compound annual growth rate in revenues since 1993. In fiscal
1997, the Company generated net sales of $846.1 million.

The Company attributes much of its past growth to the emergence of the full
truckload sector of the transportation industry. Total transportation activity
in the United States in 1996 was estimated to be in excess of $460 billion. In
1985, the year in which the Company was founded, the trucking industry
accounted for approximately 75% of transportation activity and has since grown
its market share to approximately 79% (rail transport has the second largest
share of transportation activity with an approximate 8% market share). Prior to
federal deregulation of the trucking industry in 1982, trucking activity was
divided among common carriers, package carriers and private fleets. Private
fleets represented the largest portion of inter-city truck freight with well
over 50% of the activity. Following deregulation, a new segment of full
truckload carriers emerged that were primarily non-union and focused on long
haul transportation. The Company believes that the growth of this segment was
due not only to increased trucking activity but also to increased customer
preference for the lower-cost, higher quality service of full truckload
carriers over common carriers, as well as private fleets and railroads. Since
inception, the Company has focused its strategy primarily on the full truckload
segment which concentrates on more efficient equipment designs. Today, the
Company believes it is the leading supplier to the full truckload segment.

While the private fleet market share has declined since deregulation, it
continues to be the transportation industry's largest single segment with
slightly over 50% of inter-city transport and is widely dispersed. This segment
has historically represented less than 10% of the Company's business and was
generally underpenetrated by the Company until the acquisition of the retail
distribution network of Fruehauf in 1997. The acquisition of Fruehauf's 31
branches gave the Company the largest factory-owned distribution network for
purposes of servicing and supplying the private fleet segment. The Company
expects to expand its distribution network and capitalize on the well-
recognized Fruehauf brand name to gain greater access to this largest single
segment of the transportation industry.

3
<PAGE>

GROWTH STRATEGY

The Company's strategy for continued growth is to expand on its position as a
leading manufacturer of transportation equipment and includes the following key
elements:

GROW CUSTOMER PARTNERSHIPS. Unique in the trailer industry, the Company
maintains supply relationships, primarily single source, with many of the
largest and fastest growing transportation companies in the country. The
Company's list of customer partners includes Schneider National, Inc., Swift
Transportation Co. Inc., Werner Enterprises, Inc., Dart Transit Company,
Heartland Express, Inc., U.S. Xpress Enterprises, Inc., Knight Transportation,
Inc., Central Transport International, Federal Express Corporation and Triple
Crown Services Company. In addition to serving as a single source of supply,
the Company offers priority scheduling and cost-based pricing for its customer
partners. The Company's engineering, manufacturing, and marketing departments
work closely with customer partners to assess their needs and to develop cost-
effective engineering and manufacturing solutions. This collaborative process
serves as a resource for the development of new technologies and results in
many highly innovative products incorporating unique design features such as
DuraPlate trailers, RoadRailer trailers and AutoRailer trailers. As the
Company's customer partners continue to grow, the Company will benefit from
their increased equipment and service requirements.

CONTINUE PROPRIETARY PRODUCT DEVELOPMENT. The Company's long-standing
customer partnerships have facilitated the Company's proprietary product
innovations. All of these developments are designed to enhance the productivity
and efficiency of the Company's partners and thereby positively impact the
Company's results. Among the most significant innovations are:

Plate trailers. In 1985, the Company pioneered the aluminum plate trailer,
which became the standard of most of the fastest growing full truckload
carriers. In late 1995, the Company introduced the DuraPlate trailer, a highly
innovative composite plate trailer. The DuraPlate composite material is a high
density vinyl core with an inner and outer steel skin, offering greater
durability and strength than the aluminum plate trailer. The Company began
manufacturing the composite material at its own facility in Lafayette, Indiana
in late 1997 and produced approximately 7,000 composite plate trailers in 1997.
The Company believes the proprietary DuraPlate trailer will be its largest
selling product in 1998 and represents a significant advancement in truck
trailer technology.

RoadRailer trailers. In 1987, the Company began manufacturing RoadRailer
trailers and in 1991 acquired the ownership rights to this technology.
RoadRailer trailers use a patented bimodal technology consisting of a truck
trailer and detachable rail "bogie" (consisting of suspension, frame and a set
of rail wheels) permitting a trailer to run both over the highway and directly
on railroad lines. By offering the bimodal technology in a number of
variations, including the AutoRailer trailer, the Company believes it can
increase its penetration of the intermodal market and enlarge its pool of
potential customer partners. The Company believes that RoadRailer trailers
provide the opportunity for the Company to enhance its reputation for
technological leadership in the transportation industry.

Refrigerated trailers. The Company introduced refrigerated trailers into its
product line in 1990. Refrigerated trailers are used primarily by private
fleets in the transportation of perishable food products. The Company's
innovative process for building these trailers involves injecting insulating
foam in the sidewalls and roof in a single process prior to assembly, which
improves both the insulation capabilities and the durability of the trailers.
The Company also offers its proprietary SolarGuard roof system, which reduces
fuel cost by providing protection against harmful radiation. During 1995, the
Company opened a new dedicated refrigerated trailer manufacturing facility in
Lafayette, Indiana.

Other innovations. In 1995, the Company introduced the AllRailer railcar, the
Company's first prototype lightweight, totally enclosed, high-speed railcar.
The AllRailer railcar design allows shippers to transport vehicles by rail in a
fully-enclosed environment, protected from both airborne contamination and
vandalism. Currently under development are proprietary anti-lock braking
systems, composite doors, composite flooring and various electronic features
all of which are designed to enhance product efficiencies and to further
establish the Company as a technological leader in the transportation industry.

4
<PAGE>

EXPAND RETAIL DISTRIBUTION NETWORK. The Company intends to strengthen its
retail distribution network by expanding operations acquired from Fruehauf in
1997 through acquiring or building new branches. This retail distribution
network operates under the name Fruehauf Trailer Services, Inc., a wholly-owned
subsidiary of the Company. Coupled with its existing parts distribution
business, the Company ended 1997 with over $90 million in aftermarket parts and
service revenues compared to $28 million in 1996. The Company believes that an
enhanced retail network will provide a strong platform for further penetration
of the private fleet market as well as increasing higher margin aftermarket
parts and maintenance service operations. An expanded retail network will
enhance profits through cost reduction and increased efficiencies including
those associated with used truck trailer trade-ins and sales. The Company makes
financing opportunities available at the branch level through Wabash National
Finance Company to support new and used trailer sales.

GROW INTERNATIONAL MARKETS. The Company intends to continue to emphasize
product innovations that position the Company to expand globally. The Company's
proprietary RoadRailer technology meets all European requirements for bimodal
equipment and has been approved for operation by BritishRail, Deutsche Bahn,
SNCF and other European railways. It is uniquely designed to permit operation
at speeds that are compatible with passenger trains that predominate in
European rail systems. The Company recently acquired a minority interest in a
European RoadRailer operating company in which RoadRailer equipment is
exclusively used to transport goods between Italy and Germany over the rails.
The Company's RoadRailer technology also has features that appeal to East and
South Asian carriers. The Company is expanding its international sales into
India, Thailand and South America. In addition, the Company has formed an
affiliation with trailer manufacturer Bernard Krone Fabrzeugwerke GmbH of
Wertle, Germany for the marketing of dry vans and refrigerated trailers
throughout Europe.

EXPAND CORPORATE CULTURE. The Company intends to continue to foster a
corporate culture which emphasizes flexible, low-cost manufacturing through
extensive employee involvement in all aspects of the business. All employees
participate in extensive classroom training covering all aspects of the
Company's business, including team building and problem solving, statistical
process control, economics and finance. The Company employs a compensation
program which rewards a majority of all hourly employees through the
distribution of a percentage of the Company's after-tax profits. Wabash's
safety program has been developed with employee participation and has been
cited for nine consecutive years by the Truck Trailer Manufacturing Association
for achieving the best safety record among large plants in the industry. The
Company believes that its corporate culture has produced a highly trained and
motivated workforce that understands the Company's business strategy and that
is keenly interested in and rewarded by the success of the Company. As of
December 31, 1997, approximately 11% of the Company's employees, all of whom
work at facilities acquired in the Fruehauf acquisition, are represented by
labor unions.

Wabash was incorporated in Delaware in 1991 and is the successor by merger to
a Maryland corporation organized in 1985. As used herein, the terms "Company"
and "Wabash" mean Wabash National Corporation and its wholly-owned subsidiaries
including Fruehauf Trailer Services, Inc. and Wabash National Finance
Corporation ("Wabash Finance"). The principal executive offices of the Company
are located at 1000 Sagamore Parkway South, Lafayette, Indiana 47905, telephone
(765) 448-1591.

RECENT DEVELOPMENTS

In March 1998, the Company replaced its existing $40 million receivable sale
and servicing agreement with a new non-recourse trade receivable securitization
facility with NBD Bank, N.A. The amount of the new facility will vary between
$75 to $90 million depending on the amount of the underlying receivables. The
Company applied the net proceeds of the sale to repay approximately $83 million
of outstanding indebtedness under its unsecured revolving line of credit with
NBD Bank, N.A. The Company expects that this securitization and repayment of
debt will facilitate the Company's future access to capital.

5
<PAGE>

THE OFFERINGS

The offering of 2,400,000 shares of Common Stock initially being offered in
the United States and Canada (the "U.S. Offering") and the concurrent offering
of 600,000 shares of Common Stock initially being offered outside the United
States and Canada (the "International Offering") are collectively referred to
herein as the "Offerings." The closing of the International Offering is
conditioned upon the closing of the U.S. Offering and vice versa. See
"Underwriting."

<TABLE>
<C> <S>
Common Stock offered by the Company.................... 3,000,000 shares
Common Stock to be outstanding after the Offerings(1).. 22,956,294 shares
New York Stock Exchange Symbol......................... "WNC"
Use of Proceeds........................................ To expand retail
distribution network,
fund certain capital
improvements, repay debt
and for general
corporate purposes. See
"Use of Proceeds."
</TABLE>
- --------

(1) Excludes 1,750,000 shares of Common Stock reserved for issuance under the
Company's 1992 Non-Qualified Stock Option Plan, under which options to
purchase 854,480 shares of Common Stock at a weighted average exercise
price of $25.05 per share were outstanding on March 27, 1998 and 823,392
shares of Common Stock issuable upon conversion of Series B 6% Cumulative
Convertible Exchangeable Preferred Stock.

Wabash(R), AllRailer(R), AutoRailer(R), SolarGuard(R), ChassisRailer(R),
DuraPlate(R), Fruehauf(R), ProPar(R), PupRailer(R), ReeferRailer(R) and
RoadRailer(R) are registered trademarks of the Company. All other trademarks
and trade names referred to herein are the property of their respective owners.

6
<PAGE>

SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------------------------------------
1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales............. $ 846,082 $ 631,492 $ 734,299 $ 561,797 $ 360,030
Cost of sales......... 778,620 602,629 677,503 511,821 325,123
---------- ---------- ---------- ---------- ----------
Gross profit........ 67,462 28,863 56,796 49,976 34,907
Selling, general and
administrative
expenses............. 26,307 13,359 11,111 8,723 7,465
---------- ---------- ---------- ---------- ----------
Income from
operations......... 41,155 15,504 45,685 41,253 27,442
Interest expense...... (16,100) (10,257) (6,251) (2,684) (1,388)
Other, net............ 735 788 875 1,019 (184)
---------- ---------- ---------- ---------- ----------
Income before income
taxes.............. 25,790 6,035 40,309 39,588 25,870
Provision for income
taxes................ 10,576 2,397 14,902 15,663 10,315
---------- ---------- ---------- ---------- ----------
Net income.......... $ 15,214 $ 3,638 $ 25,407 $ 23,925 $ 15,555
========== ========== ========== ========== ==========
Basic earnings per
common share........... $ 0.74 $ 0.19 $ 1.34 $ 1.32 $ 0.90
Diluted earnings per
common share........... $ 0.74 $ 0.19 $ 1.33 $ 1.30 $ 0.90
Cash dividends declared
per common share....... $ 0.13 $ 0.12 $ 0.105 $ 0.085 $ 0.07
OTHER OPERATING DATA:
EBITDA(1)............. $ 57,778 $ 30,793 $ 57,189 $ 48,639 $ 32,337
EBIT(1)............... $ 41,155 $ 15,504 $ 45,685 $ 41,253 $ 27,442
Depreciation and
amortization......... $ 16,623 $ 15,289 $ 11,504 $ 7,386 $ 4,895
Capital expenditures.. $ 20,168 $ 11,211 $ 37,878 $ 26,279 $ 5,017
Trailer production.... 48,346 36,517 42,424 35,679 22,060
U.S. trailer market
share................ 22% 19% 15% 15% 12%
Backlog (at period
end)................. $ 832,000 $ 462,000 $ 858,000 $1,029,000 $ 456,000
Number of employees
(at period end)(2)... 5,093 2,975 3,706 3,407 2,209
<CAPTION>
DECEMBER 31, 1997
-----------------------
AS
ACTUAL ADJUSTED(3)
---------- -----------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital........................................ $ 280,212 $ 291,737
Total lease portfolio.................................. 103,222 103,222
Total assets........................................... 629,870 640,305
Long-term debt, net of current maturities(4)........... 231,880 159,485
Stockholders' equity................................... 226,516 310,436
</TABLE>
- --------
(1) "EBITDA" is defined as net income (loss) before interest expense, taxes,
depreciation and amortization, discontinued operations, non-recurring
charges, extraordinary item and accounting change. "EBIT" is defined as net
income (loss) before interest expense and taxes. EBITDA and EBIT are not
measures of performance under GAAP. While neither EBITDA nor EBIT should be
considered in isolation or as substitutes for net income, cash flows from
operating activities and other income or cash flow statement data prepared
in accordance with GAAP, or as a measure of profitability or liquidity,
management understands that EBITDA and EBIT are customarily used as
criteria in evaluating the financial strength of companies. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" for a discussion of other measures of performance determined in
accordance with GAAP.
(2) Includes 773, 54, 252, 444 and 143 temporary employees for 1997, 1996,
1995, 1994 and 1993, respectively.

(3) Adjusted to reflect the application of the net proceeds from the March 1998
trade receivables securitization, the sale by the Company of 3,000,000
shares of Common Stock from these Offerings and the application of the net
proceeds (assuming an offering price of $29.4375 per share).
(4) Long-term debt, net of current maturities, includes $54.9 million in 1997
incurred by Wabash Finance in connection with its lease and finance
operations.

7
<PAGE>

RISK FACTORS

In addition to the other information contained or incorporated by reference
in this Prospectus, prospective investors should consider carefully the
following risk factors in evaluating an investment in the Common Stock.

Intense Competition. The truck trailer manufacturing industry is highly
competitive. The Company competes with other truck trailer manufacturers of
varying sizes, some of which 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. Certain participants in the industry in which the Company
competes may have manufacturing over-capacity and high leverage, and the
industry has experienced a number of bankruptcies and financial stresses, all
of which have resulted in significant pricing pressures. The inability of the
Company to compete effectively with existing or potential competitors would
have a material adverse effect on the Company's business, financial condition
and results of operations.

Industry Cyclicality. The truck trailer manufacturing industry historically
has been and is expected to continue to be cyclical and affected by overall
economic conditions. Sales of new truck trailers have been subject to cyclical
variations based on a six to eight year replacement cycle. Poor economic
conditions can adversely affect demand for new trailers and in the past have
led to an overall aging of trailer fleets beyond this typical replacement
cycle. If such economic conditions were to recur, the Company's business could
be adversely affected.

Acceptance of New Technology and Products. The Company has recently
introduced new products including the DuraPlate composite plate trailer,
constructed from a high density vinyl core with a steel skin, and prototypes
including the AllRailer railcar, a fully enclosed high-speed railcar. There
can be no assurance that these or other new products or technologies will
achieve sustained 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.

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 Company does not have employment
agreements with any of such persons. The loss of any of their services could
have a material adverse effect upon the Company's business, financial
condition and results of operations.

Reliance on Certain Customers and Corporate Partnerships. The Company has
corporate partnering relationships with a number of customers whereby the
Company supplies the requirements of these customers. To a significant extent,
the Company's success is dependent upon the continued strength of their
relationships and the growth of its corporate partners. Further, the Company
often is unable to predict the level of demand for its products from these
partners, or their timing of orders. The loss of a significant customer or
unexpected delays in product purchases could have a material adverse effect on
the Company's business, financial condition and results of operations.

Shortages of Raw Materials. The Company currently relies on a limited number
of suppliers for certain key components 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 delivery requirements could have a
material adverse effect on the Company's business, financial condition and
results of operations.

Export Sales and New Markets. The Company derives 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, local political and economic
conditions, unexpected changes in regulatory requirements, tariffs and other
trade barriers, longer accounts receivable payment cycles and potentially
adverse tax consequences. These factors could have a material adverse effect
on the Company's business, financial condition and results of operations.

Government Regulation. The length, height, width, maximum weight capacity
and other specifications of truck trailers are regulated by individual states.
The Federal Government also regulates certain safety features

8
<PAGE>

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, may defer customer purchasing decisions, may result in
reengineering and may affect the financial results of the Company. In
addition, the Company is subject to various environmental laws and regulations
dealing with the transportation, storage, presence, use, disposal and handling
of hazardous materials, discharge of stormwater and underground fuel storage
tanks and may be subject to liability associated with operations of prior
owners of acquired property. If the Company were found to be in violation of
applicable laws or regulations, it could have a material adverse effect on the
Company's business, financial condition and results of operations.

Acquisition of Fruehauf and Potential Future Acquisitions. In April 1997,
the Company acquired a significant portion of the assets associated with the
trailer manufacturing and parts distribution business of Fruehauf and is in
the process of completing the integration of those assets into the Company's
business. These assets included two manufacturing plants, a parts distribution
center and 31 branch locations. The Company has limited experience in managing
the acquired business, and the Fruehauf operations were operating in
bankruptcy at the time of the acquisition. No assurance can be given that this
acquisition will ultimately prove successful to Wabash. The Company expects to
make additional acquisitions of technology, businesses and product lines in
the future. The Company's ability to expand successfully through acquisitions
depends on many factors, including the successful identification and
acquisition of products, technologies or businesses and management's ability
to effectively integrate and operate the acquired products, technologies or
businesses. The Company may compete for acquisition opportunities with other
companies that have significantly greater financial and management resources.
There can be no assurance that the Company will be successful in acquiring or
integrating any such products, technologies or businesses.

Shares Eligible for Future Sale. Fruehauf beneficially owns 1,023,392 shares
of Common Stock (including 823,392 shares of Common Stock issuable upon
conversion of the Series B 6% Cumulative Convertible Exchangeable Preferred
Stock it owns), representing approximately 4.9% of the total number of shares
of Common Stock outstanding. Fruehauf has agreed, subject to bankruptcy court
approval and the execution of certain agreements with the Company no later
than May 11, 1998, not to sell or otherwise dispose of the shares of Common
Stock it beneficially owns other than pursuant to a plan of reorganization and
only to persons who have agreed to be bound by the terms of the lock-up
agreement, for a period beginning on the effective date of this Registration
Statement (the "Effective Date") and expiring 90 days from the Effective Date.
In exchange for this lock-up agreement, the Company has agreed to cause a
registration statement covering the resale of such shares by the distributees
to become effective no later than the 90th day following the Effective Date to
permit the resale of such shares by the distributees immediately upon the
expiration of the 90 day lock-up period.

Year 2000 Compliance. The Company uses a significant number of computer
software programs and operating systems in its internal operations, including
applications used in financial business systems, manufacturing processes and
various administrative functions. The Company has also recently acquired
branch office information systems in the Fruehauf Acquisition that use other
software. To the extent that these systems contain software that is unable to
appropriately interpret the upcoming calendar year "2000," some level of
modification or even possibly replacement of such software or applications
will be necessary. The Company is in the process of identifying the software
applications that are not Year 2000 compliant and believes the system acquired
in the Fruehauf Acquisition is not so compliant. As a result, beginning in
1998 the Company will install new application systems within this distribution
network which will be Year 2000 compliant. Notwithstanding the Company's
efforts in this regard, there can be no assurance that the Company will be
able to address the Year 2000 issues in a timely manner. While the Company
believes that the costs it will incur in order to become Year 2000 compliant
will not be material, there can be no assurance that the Company will not
encounter unexpected difficulties or expenses relating to the Year 2000
compliance issue.

Disclosure Regarding Forward-Looking Statements. This Prospectus, including
documents incorporated herein by reference, contains forward-looking
statements. Additional written or oral forward-looking statements may be made
by the Company from time to time in filings with the Securities and Exchange
Commission or otherwise. The words "believe," "expect," "anticipate," and
"project" and similar expressions identify forward-looking statements, which
speak only as of the date the statement is made. Such forward-looking
statements are within the meaning of that term in Section 27A of the
Securities Act of 1933, as amended, and

9
<PAGE>

Section 21E of the Securities Exchange Act of 1934, as amended. Such
statements may include, but are not limited to, information regarding
revenues, income or loss, capital expenditures, acquisitions, number of retail
branch openings, plans for future operations, financing needs or plans, the
impact of inflation and plans relating to services of the Company, as well as
assumptions relating to the foregoing. Forward-looking statements are
inherently subject to risks and uncertainties, some of which cannot be
predicted or quantified. Future events and actual results could differ
materially from those set forth in, contemplated by or underlying the forward-
looking statements. Statements in this Prospectus, including those set forth
in "The Company" and "Risk Factors," and in "Business" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations",
describe factors, among others, that could contribute to or cause such
differences.

USE OF PROCEEDS

The net proceeds to the Company from these Offerings, assuming an offering
price of $29 7/16 per share, after deducting underwriting discounts and
estimated expenses of the Offerings, are approximately $83.9 million ($96.6
million if the Underwriters' over-allotment options are exercised in full).

The Company intends to use approximately $60 million of the net proceeds of
the Offerings to expand its retail branch network over the next 18 months and
approximately $20 million to fund certain capital improvements related to the
Company's manufacturing facilities. The balance of the net proceeds will be
used for general corporate purposes.

Initially, the Company intends to use approximately $24 million of the net
proceeds of the Offerings to repay the balance of the borrowings outstanding
under its unsecured revolving line of credit with NBD Bank, N.A. The line of
credit matures on September 30, 2002 and bears variable interest based on the
London interbank rate ("LIBOR") plus 25 to 55 basis points, as defined, or a
prime rate of interest, as defined (at December 31, 1997 the interest rate was
6.1%). Borrowings under the line of credit were primarily used to expand
Wabash Finance's lease and finance operations and to establish working capital
at the Company's retail branches. The Company expects to borrow from this
facility in the future.

PRICE RANGE OF COMMON STOCK

The Common Stock is traded on the New York Stock Exchange under the symbol
"WNC." The following table sets forth, for the period indicated, the high and
low sale prices per share as reported on the New York Stock Exchange Composite
Tape and the dividends declared per common share.

<TABLE>
<CAPTION>
DIVIDENDS
DECLARED PER
HIGH LOW COMMON SHARE
------- ------- ------------
<S> <C> <C> <C>
1996
First Quarter................................ $24 1/2 $18 1/4 $0.03
Second Quarter............................... $22 3/4 $17 3/8 $0.03
Third Quarter................................ $18 7/8 $15 1/8 $0.03
Fourth Quarter............................... $20 1/2 $15 3/4 $0.03
1997
First Quarter................................ $18 5/8 $15 5/8 $0.03
Second Quarter............................... $30 $17 3/8 $0.03
Third Quarter................................ $30 3/8 $23 1/2 $0.035
Fourth Quarter............................... $35 5/8 $25 5/8 $0.035
1998
First Quarter (through March 27, 1998)....... $31 1/8 $24 1/4 $0.035
</TABLE>

The reported last sale price of the Common Stock on the New York Stock
Exchange on March 27, 1998 was $29 7/16 per share. As of March 27, 1998, the
number of record holders of Common Stock was 1,078.

10
<PAGE>

DIVIDEND POLICY

The Company has paid regular quarterly cash dividends since 1992. The
current policy of the Company's Board of Directors is to consider the
declaration of dividends on a quarterly basis. Future distributions will be
declared and paid at the discretion of the Board of Directors and will depend
upon cash generated by operating activities, the Company's financial
condition, capital requirements and such other factors as the Board of
Directors deems relevant. Certain of the Company's indebtedness places
restrictions on the ability of the Company to pay dividends. Therefore, there
can be no assurance as to the payment of any future dividends.

CAPITALIZATION

The following table sets forth the capitalization of the Company as of
December 31, 1997 (i) on an actual basis and (ii) as adjusted to reflect the
effect of the application of the net proceeds from the March 1998 trade
receivable securitization, and the sale by the Company of 3,000,000 shares of
the Common Stock in these Offerings and the application of the estimated net
proceeds (assuming an offering price of $29.4375 per share). This table should
be read in conjunction with the Company's financial statements and notes
thereto appearing elsewhere in this Prospectus.

<TABLE>
<CAPTION>
DECEMBER 31, 1997
---------------------
ACTUAL AS ADJUSTED
-------- -----------
(IN THOUSANDS)
<S> <C> <C>
Long-term debt, net of current maturities ........... $231,880 $159,485
Stockholders' equity:
Preferred Stock, $.01 par value; 25,000,000 shares
authorized:
Series A Junior Participating Preferred Stock,
$.01 par value; 300,000 shares authorized; no
shares issued and outstanding................... -- --
Series B 6% Cumulative Convertible Exchangeable
Preferred Stock, $.01 par value; 352,000 shares
authorized actual and as adjusted; 352,000
shares issued and outstanding actual and as
adjusted........................................ 4 4
Common Stock, $.01 par value; 75,000,000 shares
authorized; 19,954,874 shares issued and
outstanding actual; 22,954,874 shares issued and
outstanding as adjusted(1)........................ 200 230
Additional paid-in capital......................... 135,611 219,501
Retained earnings.................................. 91,980 91,980
Treasury stock at cost, 59,600 common shares....... (1,279) (1,279)
-------- --------
Total stockholders' equity....................... 226,516 310,436
-------- --------
Total capitalization............................. $458,396 $469,921
======== ========
</TABLE>
- --------
(1) Excludes 1,750,000 shares of Common Stock reserved for issuance under the
Company's 1992 Non-Qualified Stock Option Plan, under which options to
purchase 855,900 shares of Common Stock at a weighted average exercise
price of $25.05 were outstanding on December 31, 1997.

11
<PAGE>

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

The following selected consolidated financial and operating data sets forth
certain financial and operating data for the Company. The financial data
should be read in conjunction with the consolidated financial statements and
notes thereto, incorporated by reference in this registration statement. The
following information should be read in conjunction with the consolidated
financial statements and notes thereto and "Management's Discussion and
Analysis of Financial Condition and Results of Operation" included elsewhere
or incorporated by reference in this registration statement.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------------------------------
1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales............. $ 846,082 $ 631,492 $ 734,299 $ 561,797 $ 360,030
Cost of sales......... 778,620 602,629 677,503 511,821 325,123
---------- ---------- ---------- ---------- ----------
Gross profit........ 67,462 28,863 56,796 49,976 34,907
Selling, general and
administrative
expenses............. 26,307 13,359 11,111 8,723 7,465
---------- ---------- ---------- ---------- ----------
Income from
operations......... 41,155 15,504 45,685 41,253 27,442
Interest expense...... (16,100) (10,257) (6,251) (2,684) (1,388)
Other, net............ 735 788 875 1,019 (184)
---------- ---------- ---------- ---------- ----------
Income before income
taxes.............. 25,790 6,035 40,309 39,588 25,870
Provision for income
taxes................ 10,576 2,397 14,902 15,663 10,315
---------- ---------- ---------- ---------- ----------
Net income.......... $ 15,214 $ 3,638 $ 25,407 $ 23,925 $ 15,555
========== ========== ========== ========== ==========
Basic earnings per
common share........... $ 0.74 $ 0.19 $ 1.34 $ 1.32 $ 0.90
Diluted earnings per
common share........... $ 0.74 $ 0.19 $ 1.33 $ 1.30 $ 0.90
Cash dividends declared
per common share....... $ 0.13 $ 0.12 $ 0.105 $ 0.085 $ 0.07
OTHER OPERATING DATA:
EBITDA(1)............. $ 57,778 $ 30,793 $ 57,189 $ 48,639 $ 32,337
EBIT(1)............... $ 41,155 $ 15,504 $ 45,685 $ 41,253 $ 27,442
Depreciation and
amortization......... $ 16,623 $ 15,289 $ 11,504 $ 7,386 $ 4,895
Capital expenditures.. $ 20,168 $ 11,211 $ 37,898 $ 26,279 $ 5,017
Trailer production.... 48,346 36,517 42,424 35,679 22,060
U.S. trailer market
share................ 22% 19% 15% 15% 12%
Backlog (at period
end)................. $ 831,000 $ 462,000 $ 858,000 $1,029,000 $ 456,000
Number of employees
(at period end)(2)... 5,093 2,975 3,706 3,407 2,209
<CAPTION>
DECEMBER 31,
----------------------------------------------------------
1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital....... $ 280,212 $ 148,712 $ 113,198 $ 90,802 $ 56,407
Total lease
portfolio............ 103,222 113,811 76,464 53,479 37,647
Total assets.......... 629,870 440,071 384,134 300,679 179,801
Long-term debt, net of
current
maturities(3)........ 231,880 151,307 73,726 24,857 24,422
Stockholders' equity.. 226,516 178,368 177,631 154,181 87,464
</TABLE>
- --------
(1) "EBITDA" is defined as net income (loss) before interest expense, taxes,
depreciation and amortization, discontinued operations, non-recurring
charges, extraordinary item and accounting change. "EBIT" is defined as
net income (loss) before interest expense and taxes. EBITDA and EBIT are
not measures of performance under GAAP. While neither EBITDA nor EBIT
should considered in isolation or as substitutes for net income, cash
flows from operating activities and other income or cash flow statement
data prepared in accordance with GAAP, or as a measure of profitability or
liquidity, management understands that EBITDA and EBIT are customarily
used as criteria in evaluating the financial strength of companies. See
"Management's Discussion and Analysis of Financial Condition and Results
of Operations" for a discussion of other measures of performance
determined in accordance with GAAP.
(2) Includes 773, 54, 252, 444 and 143 temporary employees for 1997, 1996,
1995, 1994 and 1993, respectively.
(3) Long-term debt, net of current maturities, includes $54.9 million, $80.9
million, $31.0 million, $23.8 million and $23.1 million in 1997, 1996
1995, 1994 and 1993 respectively, incurred by Wabash Finance in connection
with its lease and finance operations.

12
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion of the Company's historical results of operations
and of its liquidity and capital resources should be read in conjunction with
the consolidated financial statements and notes thereto included elsewhere
herein.

OVERVIEW

During 1997, the Company achieved net sales of $846.1 million, which were
34% higher than 1996 net sales of $631.5 million. Net income for 1997 rose to
$15.2 million, or $0.74 per share, as compared to $3.6 million, or $0.19 per
share, in 1996. The increase in net sales is primarily attributable to the
Fruehauf Acquisition, the completion of the Company's composite material
manufacturing facility in Lafayette, Indiana and an estimated 13% increase in
U.S. truck trailer demand.

On April 16, 1997, the Company acquired substantially all of the remaining
assets of Fruehauf, a manufacturer and marketer of truck trailers and related
parts. The Fruehauf Acquisition included assets consisting of the Fruehauf and
Pro-Par names, certain patents and trademarks, retail branches in 31 major
metropolitan markets, an aftermarket parts distribution business, a specialty
trailer manufacturing plant and a van manufacturing plant. The Fruehauf
Acquisition was accounted for as a purchase and accordingly, Fruehauf's
results are included in the consolidated financial statements since the date
of the acquisition. The Fruehauf Acquisition was strategic for Wabash as it
combined the largest fleet producer in the U.S. truck trailer industry with
the largest U.S. retail distribution network, thereby providing important
synergies in the areas of aftermarket parts and service as well as an
expansive used trailer distribution network.

In the third quarter of 1997, the Company completed the construction of its
new composite material manufacturing facility in Lafayette, Indiana and began
producing composite plate material for the Company's proprietary DuraPlate
trailer introduced in late 1995. Previously, the Company was severely limited
on the supply of the composite material from one supplier who was not able to
increase its capacity. The Company's newly constructed composite material
manufacturing facility will allow the Company to meet its long-term material
requirements and to continue to enhance the design and manufacturability of
the DuraPlate trailer.

In 1997, the U.S. truck trailer industry experienced one of the best years
in the industry's history with over 220,000 units shipped, an increase of
approximately 13% over 1996 and a decrease of approximately 21% compared to
1995, the best year in the industry's history. The Company estimates that its
market share in the U.S. trailer industry was approximately 22% in 1997. The
Company's total new trailer shipments increased 32% over 1996 and increased by
14% over 1995. The demand for the Company's products continues to be strong as
the Company began 1998 with approximately $832 million in backlog, a majority
of which is expected to be delivered in 1998.

Finally, although not a significant contributor to the Company's 1997
results of operations, the Company continues to pursue opportunities in
international markets, primarily through the Company's proprietary RoadRailer
technology. In November, 1997, the Company acquired a minority interest in a
European RoadRailer operating company in which exclusively RoadRailer
equipment is used to transport goods between Italy and Germany over the rails.
In addition, the Company formed an affiliation with trailer manufacturer
Bernard Krone Fabrzeugwerke GmbH of Wertle, Germany for the marketing of dry
vans and refrigerated trailers throughout Europe. The Company believes these
opportunities provide the foundation for future growth internationally.

13
<PAGE>

The following table sets forth certain operating data as a percentage of net
sales for the periods indicated:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
Net sales...................................... 100.0% 100.0% 100.0%
Cost of sales.................................. 92.0 95.4 92.3
-------- -------- --------
Gross profit................................. 8.0 4.6 7.7
General and administrative expenses............ 2.1 1.4 1.0
Selling expenses............................... 1.0 0.7 0.5
-------- -------- --------
Income from operations....................... 4.9 2.5 6.2
Interest expense............................... (1.9) (1.6) (0.8)
Other, net..................................... -- 0.1 0.1
-------- -------- --------
Income before income taxes................... 3.0 1.0 5.5
Provision for income taxes..................... 1.2 0.4 2.0
-------- -------- --------
Net income................................. 1.8% 0.6% 3.5%
======== ======== ========
</TABLE>

RESULTS OF OPERATIONS

Net Sales

The Company achieved record sales of $846.1 million in 1997 and increased
its U. S. market share to an estimated 22%. Net sales and market share
compared to 1996 and 1995 are as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------
1997 1996 1995
--------- --------- ---------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Net sales................................ $ 846,082 $ 631,492 $ 734,299
Percentage increase (decrease) in net
sales from prior period................. 34.0% (14.0)% 30.7%
Estimated % share of new trailer market
in U.S.................................. 22.0% 19.0% 14.9%
</TABLE>

The increase in net sales from 1996 to 1997 of $214.6 million was
attributable to increases in all facets of the Company's business: new trailer
sales increased $129.0 million, used trailer sales increased $14.4 million,
aftermarket parts and service increased $63.9 million and Wabash Finance lease
revenues increased $7.3 million.

The increase in new trailer sales from 1996 to 1997 of $129.0 million was
attributable to a 30% increase in the number of units sold, reflecting the
impact of the newly acquired retail branches, an estimated 13% increase in
U.S. truck trailer demand and continued strong demand for the Company's
products. Increased production of the DuraPlate trailer, the Company's
proprietary composite plate trailer, also favorably impacted net sales in
1997, particularly in the fourth quarter. Historically, the aluminum plate
trailer had accounted for over half of the Company's revenues and even a
greater percentage of its earnings. While not proprietary, the Company has
enjoyed a sizable market share within this segment. As the success of the
aluminum plate trailer grew, the Company experienced increased competition
within its main product line and as a result, decreased margins. To address
this, the Company developed and introduced in late 1995 the DuraPlate trailer
which is proprietary in design. The Company's plate trailer production,
including both aluminum and DuraPlate plate trailers, increased 10% in the
twelve months ended December 31, 1997 compared to the same period in 1996, and
over 26% in the fourth quarter of 1997 compared to the same period in 1996.
Prior to the fourth quarter of 1997, the Company was severely limited in the
amount of composite plate material made available to it from its one supplier
who was unable to add additional capacity. As a result, during the first nine
months of 1997, the Company's product mix was heavily weighted toward lower
priced and lower margin commodity trailers. In August, 1997, the Company
completed the construction of its own composite material manufacturing
facility in Lafayette, Indiana and in the fourth quarter began using material
from this production line for the assembly of new DuraPlate trailers. The
Company believes this new facility will provide sufficient capacity for the
Company's foreseeable composite material requirements and expected continued
increases in demand for this product.

14
<PAGE>

The increase in aftermarket parts and service sales of $63.9 million from
1996 to 1997, as well as the increase in used trailer sales of $14.4 million,
is primarily the result of the addition of the retail branch distribution
network. The Fruehauf Acquisition, which combined the largest fleet
manufacturer with the largest retail distribution network in the U.S.,
provided immediate benefits by creating critical synergies in the areas of
aftermarket parts and service and used trailer sales, particularly the ability
to market used trailer trade-ins taken by the Company against new trailer
fleet orders. The Company recently announced its retail branch expansion plan,
and the Company expects to increase the number of Company-owned retail
branches to approximately 50 within the next two years. The Company believes
the synergies between the fleet and retail business provides significant
competitive advantages in the U.S. truck trailer industry and the opportunity
for continued sales growth. The $7.3 million increase in leasing and finance
revenues during 1997 was primarily due to a full year of lease revenues on a
large number of trailers added to Wabash Finance's portfolio in late 1996. The
overall number of trailers leased and financed to customers remained
relatively constant with 1996 levels.

The decrease in sales of 14% from 1995 to 1996 was the result of a 31%
decrease in industry new trailer shipments combined with the limited supply of
composite material for the Company's newly introduced DuraPlate trailer. As a
result, the Company's production mix was heavily weighted toward lower priced
and lower margin commodity trailers. The 30.7% increase in net sales from 1994
to 1995 was primarily attributed to a 20% increase in industry new trailer
shipments and strong demand for the Company's products.

Gross Profit

The Company's gross profit as a percentage of net sales increased to 8.0%
compared to 4.6% in 1996 and 7.7% in 1995. This increase in gross profit
percentage reflects the impact of higher margin sales from the retail branches
acquired in 1997 and the improvement in product mix resulting from the
completion of the Company's composite material facility in the third quarter
of 1997. As expected, the gross margins recognized through the retail branches
during 1997 on sales of new and used trailers and aftermarket parts and
service were significantly better than the gross margins historically achieved
by the Company on new trailer fleet business and contributed to the overall
increase in the consolidated gross margin. In addition, the completion of the
Company's composite material facility in August, 1997, allowed the Company to
increase its production of the proprietary DuraPlate trailer during the fourth
quarter, thereby improving the product mix at the Company's manufacturing
facilities. Gross margin as a percentage of sales in the fourth quarter of
1997 was approximately 8.8% of net sales, compared to 4.6% of net sales in the
fourth quarter of 1996. Based on current known trends, the Company expects
further improvement in gross margin as product mix continues to shift toward
proprietary products like the DuraPlate trailer and as a larger percentage of
the Company's sales are generated from retail branches.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------
1997 1996 1995
--------- --------- ---------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Gross profit............ $ 67,462 $ 28,863 $ 56,796
Gross profit as a
percentage of net
sales.................. 8.0% 4.6% 7.7%
</TABLE>

Income from Operations

Income from operations (income before interest, taxes, and other items) was
4.9%, 2.5% and 6.2% of net sales in 1997, 1996 and 1995, respectively. The
increase in income from operations in 1997 was impacted primarily by the
increase in gross profit margins previously discussed offset by increased
selling, general and administrative expenses. The increase in selling, general
and administrative expenses primarily reflects higher levels of expense
associated with the retail branches acquired. Selling, general and
administrative expenses were 3.1%, 2.1% and 1.5% of net sales in 1997, 1996
and 1995.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------
1997 1996 1995
--------- --------- ---------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Income from operations.................... $ 41,155 $ 15,504 $ 45,685
Income from operations as a percentage of
net sales................................ 4.9% 2.5% 6.2%
</TABLE>

15
<PAGE>

Other Income (Expense)

Interest expense totaled $16.1 million, $10.3 million and $6.3 million for
the years ended December 31, 1997, 1996 and 1995, respectively. The increase
in interest expense primarily reflects new term and bank line of credit debt
associated with increased working capital requirements due to the
establishment of inventory at the Fruehauf retail branches acquired in the
second quarter, higher working capital due to increased production at the
Company's manufacturing facilities and growth in Wabash Finance's lease and
finance operations. Other, net is primarily comprised of a variety of
immaterial, non-operating expense items.

Income Taxes

The provision for federal and state income taxes represented 41.0%, 39.7%
and 37.0% of pre-tax income for 1997, 1996 and 1995, respectively. During
1995, the Company recognized a state income tax credit related to property
improvements on a new facility acquired during 1994. This credit caused the
effective tax rate to be 2.4% points lower than the statutory rates in 1995.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents as of December 31, 1997 increased $9.1 million to
$14.6 million as compared to $5.5 million at December 31, 1996. The increase
in cash was the result of net cash used in operating and investing activities
of $69.4 million offset by cash provided from financing activities of $78.5
million. Net cash used in operating and investing activities of $69.4 million
is the result of increased working capital due to the start-up and growth in
the retail branches acquired in the second quarter of 1997, increased
production levels at the Company's manufacturing facilities, capital
expenditures related to the construction of the Company's composite material
facility and continued growth in Wabash Finance's leasing and finance
operations.

The increase in working capital during 1997 was due to the Company's
investment of approximately $23 million to establish working capital at the
retail branches acquired in April, 1997 and higher inventory and receivables,
offset somewhat by increased accounts payable, resulting from increased
production at the Company's manufacturing facilities. The Company intends to
embark on a retail branch expansion plan beginning in 1998 which is expected
to increase the number of company-owned retail branches from 31 branches to
approximately 50 over the next two years and as a result, further working
capital investments will be required to meet this expansion plan. The Company
anticipates improvements in working capital at its manufacturing facilities in
1998 to partially offset the working capital needs within the retail branches.

Capital expenditures during 1997 totaled approximately $20 million and
related principally to the construction of the Company's composite material
facility which was completed in the third quarter of 1997. In addition,
investments in Wabash Finance's leasing operations of approximately $76.7
million were made during 1997 as Wabash Finance continued to expand its
leasing operations. Offsetting this investing activity were several
transactions during the third and fourth quarters of 1997 totaling
approximately $80 million. These transactions were comprised of $56 million in
sale and leaseback transactions occurring in September, 1997 involving a
portion of Wabash Finance's operating lease portfolio and a December, 1997
sale and leaseback transaction involving $10 million of the Company's
manufacturing equipment. The final transaction in December, 1997 of
approximately $13 million involved the sale, with recourse, by Wabash Finance
of certain of its finance contracts to a financial institution.

The Fruehauf Acquisition in April, 1997 was financed through the issuance of
$17.8 million in Common Stock, $17.6 million in Series B Cumulative
Convertible Exchangeable Preferred Stock and the remaining $15.1 million in
cash. The initial cash requirement for the Fruehauf Acquisition was funded
through the use of the Company's revolving credit facility and was recovered
within the first 90 days following the acquisition through the positive cash
flow generated from the sale of working capital.

In connection with the investments discussed above, the Company's debt
increased to $231.9 million at December 31, 1997 compared to $151.3 million at
December 31, 1996. Of the $231.9 million of consolidated debt outstanding at
December 31, 1997, Wabash Finance had $54.9 million in outstanding borrowings
as a result of its leasing and financing activities compared to $80.9 million
at December 31, 1996. On September 30, 1997, the Company replaced its
revolving credit facility with an unsecured revolving bank line of credit
permitting the

16
<PAGE>

Company to borrow up to $125 million. Under this facility, the Company has the
right to borrow until September 30, 2002. Interest payable on such borrowings
is variable based upon LIBOR plus 25 to 55 basis points or a prime rate of
interest. The Company pays a quarterly commitment fee on the unused portion of
this facility of 8.5 to 17.5 basis points per annum. The Company had available
credit under this facility of $59 million at December 31, 1997. In connection
with one of the Company's European RoadRailer sales transactions, the Company
is contingently liable for up to four years as a guarantor of certain
commitments of two separate entities via standby letters of credit in the
amount of $7.6 million and a separate letter of guarantee in the amount of $4
million. During 1997, the Company continued to utilize a receivables sale and
servicing agreement established in June, 1995, which enables the Company to
sell up to $40 million of receivables without recourse. In March 1998, the
Company replaced its existing $40 million receivable sale and servicing
agreement with a new non-recourse trade receivable securitization facility
with NBD Bank, N.A. The amount of the new facility will vary between $75 to
$90 million depending on the amount of the underlying receivables. The Company
applied the net proceeds of the sale to repay approximately $83 million of
outstanding indebtedness under its unsecured revolving line of credit with NBD
Bank, N.A. The Company expects that this securitization and repayment of debt
will facilitate the Company's future access to capital.

On April 27, 1995, the Company announced that the Board of Directors
authorized a Common Stock repurchase plan of up to $30 million in the
aggregate. The Company may purchase its common stock in the open market or in
block transactions from time to time as it deems appropriate. No purchases
have been made to date under the common stock repurchase plan.

Other sources of funds for capital expenditures, continued expansion of
businesses including the retail branch expansion program, dividends, principal
repayments on debt, stock repurchase and working capital requirements are
expected to be cash from operations, additional borrowings under the credit
facilities and term borrowings and equity offerings. The Company believes
these funding sources and the proceeds from the Offerings will be adequate for
its anticipated requirements.

The Company has assessed and continues to assess the impact of the "Year
2000" issue on its reporting systems and operations. The Year 2000 Issue
exists because many computer systems and applications currently use two-digit
date fields to designate a year. As the century date occurs, date sensitive
systems will recognize the year 2000 as 1900 or not at all. This inability to
recognize or properly treat the year 2000 may cause our systems to process
critical financial and operational information incorrectly. One of the more
significant Year 2000 issues faced by the Company are the systems in place
within the Company's retail distribution network, which are not Year 2000
compliant. As a result, beginning in 1998 the Company will install new
application systems within this distribution network which will be Year 2000
compliant. The Company does not expect the costs associated with becoming Year
2000 compliant to be material.

INFLATION

The Company has been generally able to offset the impact of rising costs
through productivity improvements as well as selective price increases. As a
result, inflation is not expected to have a significant impact on the
Company's business.

NEW ACCOUNTING PRONOUNCEMENTS

The FASB issued SFAS No.128, Earnings Per Share, which is effective at year-
end 1997. This statement establishes standards for computing and presenting
earnings per share ("EPS") and supersedes APB Opinion No.15, Earnings Per
Share. The Company adopted this new standard in computing EPS for the twelve
months ended December 31, 1997. The adoption of this statement did not have a
material effect on the Company's reported EPS.

In addition, in June 1997 the FASB issued SFAS No. 130, "Reporting
Comprehensive Income." This Statement is effective for fiscal periods
beginning after December 15, 1997 with early adoption permitted. The Company
is evaluating the effect this Statement will have on its financial reporting
and disclosures; however, the Statement will have no effect on the Company's
results of operations, financial position, capital resources or liquidity.

17
<PAGE>

BUSINESS

Founded in 1985 by several members of current senior management, the Company
is the largest United States designer and manufacturer of truck trailers.
Through a wholly-owned subsidiary, the Company also provides leasing and
financing programs to its customers. The Company established its retail branch
network and aftermarket parts and service capacity through its 1997
acquisition of certain assets of Fruehauf, including the well-recognized
Fruehauf brand name. This network also sells used trailers to the retail
trade.

The Company believes that its success has been the result of its long-
standing relationships with its customer partners, innovative product
development, broad product line, large distribution and service network and
corporate culture. The Company markets its products under the Wabash National
and Fruehauf brand names and parts and services under the Pro-Par, Wabash
National and Fruehauf brand names. The Company estimates that over 20% of the
nation's trailers in service are either Fruehauf or Wabash trailers and that
approximately 22% of all new trailers shipped in the United States in 1997
were produced by the Company. At December 31, 1997, the Company's backlog was
$832 million, including over $200 million for the new DuraPlate trailers, the
Company's innovative and proprietary composite plate trailer. The Company has
achieved a 24% compound annual growth rate in revenues since 1993. In fiscal
1997, the Company generated net sales of $846.1 million.

The Company attributes much of its past growth to the emergence of the full
truckload sector of the transportation industry. Total transportation activity
in the United States in 1996 was estimated to be in excess of $460 billion. In
1985, the year in which the Company was founded, the trucking industry
accounted for approximately 75% of transportation activity and has since grown
its market share to approximately 79% (rail transport has the second largest
share of transportation activity with an approximate 8% market share). Prior
to federal deregulation of the trucking industry in 1982, trucking activity
was divided among common carriers, package carriers and private fleets.
Private fleets represented the largest portion of inter-city truck freight
with well over 50% of the activity. Following deregulation, a new segment of
full truckload carriers emerged that were primarily non-union and focused on
long haul transportation. The Company believes that the growth of this segment
was due not only to increased trucking activity but also to increased customer
preference for the lower-cost, higher quality service of full truckload
carriers over common carriers, as well as private fleets and railroads. Since
inception, the Company has focused its strategy primarily on the full
truckload segment which concentrates on more efficient equipment designs.
Today, the Company believes it is the leading supplier to the full truckload
segment.

While the private fleet market share has declined since deregulation, it
continues to be the transportation industry's largest single segment with
slightly over 50% of inter-city transport and is widely dispersed. This
segment has historically represented less than 10% of the Company's business
and was generally underpenetrated by the Company until the acquisition of the
retail distribution network of Fruehauf in 1997. The acquisition of Fruehauf's
31 branches gave the Company the largest factory-owned distribution network
for purposes of servicing and supplying the private fleet segment. The Company
expects to expand its distribution network and capitalize on the well-
recognized Fruehauf brand name to gain greater access to this largest single
segment of the transportation industry.

GROWTH STRATEGY

The Company's strategy for continued growth is to expand on its position as
a leading manufacturer of transportation equipment and includes the following
key elements:

18
<PAGE>

Services Company. In addition to serving as a single source of supply, the
Company offers priority scheduling and cost-based pricing for its customer
partners. The Company's engineering, manufacturing, and marketing departments
work closely with customer partners to assess their needs and to develop cost-
effective engineering and manufacturing solutions. This collaborative process
serves as a resource for the development of new technologies and results in
many highly innovative products incorporating unique design features such as
DuraPlate trailers, RoadRailer trailers and AutoRailer trailers. As the
Company's customer partners continue to grow, the Company will benefit from
their increased equipment and service requirements.

CONTINUE PROPRIETARY PRODUCT DEVELOPMENT. The Company's long-standing
customer partnerships have facilitated the Company's proprietary product
innovations. All of these developments are designed to enhance the
productivity and efficiency of the Company's partners and thereby positively
impact the Company's results. Among the most significant innovations are:

Plate trailers. In 1985, the Company pioneered the aluminum plate trailer,
which became the standard of most of the fastest growing full truckload
carriers. In late 1995, the Company introduced the DuraPlate trailer, a highly
innovative composite plate trailer. The DuraPlate composite material is a high
density vinyl core with an inner and outer steel skin, offering greater
durability and strength than the aluminum plate trailer. The Company began
manufacturing the composite material at its own facility in Lafayette, Indiana
in late 1997 and produced approximately 7,000 composite plate trailers in
1997. The Company believes the proprietary DuraPlate trailer will be its
largest selling product in 1998 and represents a significant advancement in
truck trailer technology.

RoadRailer trailers. In 1987, the Company began manufacturing RoadRailer
trailers and in 1991 acquired the ownership rights to this technology.
RoadRailer trailers use a patented bimodal technology consisting of a truck
trailer and detachable rail bogie permitting a trailer to run both over the
highway and directly on railroad lines. By offering the bimodal technology in
a number of variations, including the AutoRailer trailer, the Company believes
it can increase its penetration of the intermodal market and enlarge its pool
of potential customer partners. The Company believes that RoadRailer trailers
provide the opportunity for the Company to enhance its reputation for
technological leadership in the transportation industry.

Other innovations. In 1995, the Company introduced the AllRailer railcar,
the Company's first prototype lightweight, totally enclosed, high-speed
railcar. The AllRailer railcar design allows shippers to transport vehicles by
rail in a fully-enclosed environment, protected from both airborne
contamination and vandalism. Currently under development are proprietary anti-
lock braking systems, composite doors, composite flooring and various
electronic features all of which are designed to enhance product efficiencies
and to further establish the Company as a technological leader in the
transportation industry.

EXPAND RETAIL DISTRIBUTION NETWORK. The Company intends to strengthen its
retail distribution network by expanding operations acquired from Fruehauf in
1997 through acquiring or building new branches. This retail distribution
network operates under the name Fruehauf Trailer Services, Inc., a wholly-
owned subsidiary of the Company. Coupled with its existing parts distribution
business, the Company ended 1997 with over $90 million in aftermarket parts
and service revenues compared to $28 million in 1996. The Company believes
that an enhanced retail network will provide a strong platform for further
penetration of the private fleet market as well as increasing higher margin
aftermarket parts and maintenance service operations. An expanded retail
network will enhance profits through cost reduction and increased efficiencies
including those associated with used truck

19
<PAGE>

trailer trade-ins and sales. The Company makes financing opportunities
available at the branch level through Wabash National Finance Company to
support new and used trailer sales.

GROW INTERNATIONAL MARKETS. The Company intends to continue to emphasize
product innovations that position the Company to expand globally. The
Company's proprietary RoadRailer technology meets all European requirements
for bimodal equipment and has been approved for operation by BritishRail,
Deutsche Bahn, SNCF and other European railways. It is uniquely designed to
permit operation at speeds that are compatible with passenger trains that
predominate in European rail systems. The Company recently acquired a minority
interest in a European RoadRailer operating company in which RoadRailer
equipment is exclusively used to transport goods between Italy and Germany
over the rails. The Company's RoadRailer technology also has features that
appeal to East and South Asian carriers. The Company is expanding its
international sales into India, Thailand and South America. In addition, the
Company has formed an affiliation with trailer manufacturer Bernard Krone
Fabrzeugwerke GmbH of Wertle, Germany for the marketing of dry vans and
refrigerated trailers throughout Europe.

EXPAND CORPORATE CULTURE. The Company intends to continue to foster a
corporate culture which emphasizes flexible, low-cost manufacturing through
extensive employee involvement in all aspects of the business. All employees
participate in extensive classroom training covering all aspects of the
Company's business, including team building and problem solving, statistical
process control, economics and finance. The Company employs a compensation
program which rewards a majority of all hourly employees through the
distribution of a percentage of the Company's after-tax profits. Wabash's
safety program has been developed with employee participation and has been
cited for nine consecutive years by the Truck Trailer Manufacturing
Association for achieving the best safety record among large plants in the
industry. The Company believes that its corporate culture has produced a
highly trained and motivated workforce that understands the Company's business
strategy and that is keenly interested in and rewarded by the success of the
Company. As of December 31, 1997, approximately 11% of the Company's
employees, all of whom work at facilities acquired in the Fruehauf
acquisition, are represented by labor unions.

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<PAGE>

INDUSTRY BACKGROUND

The United States market for truck trailers and related products has
historically been cyclical and has been affected by overall economic
conditions in the transportation industry as well by regulatory changes.
Management believes that customers historically have replaced trailers in
cycles that run from approximately six to eight years. Both state and federal
regulation of the size, safety features and configuration of truck trailers
have led to increased demand for trailers meeting new regulatory requirements
from time to time.

A large percentage of the new trailer market has historically been served by
the ten largest truck trailer manufacturers, including the Company. Price,
flexibility in design and engineering, product quality and durability,
warranty, dealer service and parts availability are competitive factors in the
markets served.

The following table sets forth certain historical data domestic trailer
shipments for the Company, its ten largest competitors in 1997 and for the
United States trailer industry as a whole:

<TABLE>
<CAPTION>
1997 1996 1995 1994 1993 1992
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Wabash(1)....................... 48,346 36,517 42,424 35,679 22,060 19,253
Great Dane...................... 37,237 25,730 36,514 29,756 23,900 21,717
Utility......................... 23,084 19,731 25,068 19,501 13,768 10,022
Trailmobile..................... 18,239 11,094 21,239 16,671 14,500 11,908
Stoughton....................... 11,700 8,300 14,770 13,000 13,500 10,011
Strick.......................... 10,488 8,141 18,427 15,599 12,800 10,500
Dorsey.......................... 7,939 8,595 12,276 12,010 10,190 7,496
Lufkin.......................... 5,785 3,646 6,141 4,650 3,476 2,651
Fontaine........................ 5,063 4,613 5,465 4,530 3,700 3,087
Transcraft...................... 4,509 3,161 3,571 3,591 2,507 1,632
------- ------- ------- ------- ------- -------
Total Industry................ 224,033 197,519 284,268 236,016 188,319 165,268
======= ======= ======= ======= ======= =======
</TABLE>
- --------
(1) Includes shipments of 1,467 units by Fruehauf in 1997 prior to the
Fruehauf Acquisition.

Source: Southern Motor Cargo Magazine(C) 1998. A complete report for the top
30 manufacturers may be obtained from Southern Motor Cargo, P.O. Box
40169, Memphis, TN 38174.

CUSTOMERS

The Company's customer base includes many of the nation's largest truckload
common carriers, domestic and international intermodal carriers including
railroads, leasing companies, less-than-truckload ("LTL") common carriers,
private fleet carriers, and package carriers. The Company is currently the
sole supplier to approximately 13 customers. Sales to customers for which the
Company believes it is the sole supplier accounted for approximately 28.9% of
the Company's new trailer sales in 1997. In addition, during 1997, export
sales accounted for 1.2% percent of net sales. No customer represented more
than 10% of the Company's net sales in 1997. Schneider National, Inc.
accounted for approximately 13% of net sales during both 1996 and 1995. Swift
Transportation Co., Inc. accounted for approximately 15% of net sales in 1996.
No other customer represented more than 10% of net sales in 1996 and 1995. The
Company's net sales in the aggregate to its five largest customers were 21%,
39% and 33% of its sales in 1997, 1996 and 1995, respectively.

The Company's customers include the following:

Truckload Carriers: Schneider National, Inc.; Werner Enterprises, Inc.;
Swift Transportation Co., Inc.; Dart Transit Company; Heartland Express, Inc.;
Crete Carrier Corporation; Knight Transportation, Inc.; U.S. Xpress
Enterprises, Inc.; Frozen Food Express Industries, Inc.;

Leasing Companies: Transport International Pool; Penske Truck Leasing;
Trailer Leasing Company; National Semi Trailer Corp.; Leaseway Purchasing
Corp.;

21
<PAGE>

Private Fleets: Safeway, Inc.; Chrysler Corporation; The Kroger Company;
Stone Container Corporation; Foster Farms, Inc.;

Less-Than-Truckload Carriers: Roadway Express, Inc.; Old Dominion Freight
Line, Inc.; Caliber Systems Inc.; USF Holland Inc.; Central Transport
International;

Package Carriers: Federal Express Corporation; United Parcel Service of
America, Inc.;

Domestic Intermodal Carriers: Triple Crown Services Company; National Rail
Passenger Corp. (Amtrak); Burlington Northern Santa Fe Corporation; and

International Intermodal Carriers: Bayerische Trailerzug Gesellschaft GmbH;
Compagnie Nouvelle de Conteneurs.

Truckload common carriers include large national lines as well as regional
carriers. The large national truckload carriers, who continue to gain market
share at the expense both of regional carriers and private fleets, typically
purchase trailers in large quantities with highly individualized
specifications. Trailers purchased by truckload common carriers represented
42.2%, 58.3% and 63.9% of the Company's new trailer sales in 1997, 1996 and
1995, respectively.

Leasing companies include large national companies as well as regional and
local companies. New trailer sales to leasing companies represented 16.7%,
8.0% and 10.4% of new trailer sales in 1997, 1996 and 1995, respectively.

Private fleet carriers represent the largest segment of the truck trailer
industry in terms of total units, but are dominated by small fleets of 1 to
100 trailers. Among the larger private fleets, such as those of the large
retail chain stores, automotive manufacturers and paper products, truck
trailers are often ordered with customized features designed to transport
specialized commodities or goods. New trailer sales to private fleets
represented 6.7%, 9.4% and 10.0% of new trailer sales in 1997, 1996 and 1995,
respectively.

LTL carriers have experienced consolidation in recent years, and the
industry is increasingly dominated by a few large national and several
regional carriers. Since the Highway Reauthorization Act of 1983 mandated that
all states permit the use of 28 foot double trailers, there has been a
conversion of nearly all LTL carriers to doubles operations. Order sizes for
LTL carriers tend to be in high volume and with standard specifications. New
trailer sales to LTL carriers accounted for 14.1%, 14.9% and 6.8% of new
trailer sales in 1997, 1996 and 1995, respectively.

In the United States, the package carrier industry is dominated by Federal
Express Corporation, United Parcel Service of America, Inc. and Roadway
Package System, Inc. Federal Express Corporation and United Parcel Service of
America, Inc. have developed rigid specifications for their highly specialized
trailers and have historically purchased trailers from a small number of
suppliers, including Wabash. New trailer sales to these customers represented
1.0%, 2.7% and 6.3% of new trailer sales in 1997, 1996 and 1995, respectively.

Customers for the Company's proprietary RoadRailer products included U.S.
and foreign intermodal carriers such as Triple Crown Services Company, Amtrak,
Swift Transportation Co., Inc., Allied Systems Ltd., Bayerische Trailerzug
Gesellschaft GmbH and Compagnie Nouvelle de Conteneurs. New trailer sales of
RoadRailer products to these customers represented 4.5%, 6.6% and 2.6% of new
trailer sales in 1997, 1996 and 1995, respectively. The Company believes that
the RoadRailer technology has enabled it to develop an international presence.
Anticipated sources of future revenue in the RoadRailer business also includes
license fees from the license of RoadRailer technology to overseas
manufacturers.

Retail sales of new trailers to independent operators through the Company's
factory-owned distribution network provides the Company with access to smaller
unit volume sales which typically generate higher gross margins. Retail sales
of new trailers represented 8.0% of total new trailer sales in 1997.

22
<PAGE>

The balance of new trailer sales in 1997, 1996 and 1995 were made to dealers
and household moving carriers.

PRODUCTS AND SERVICES

Since the Company's inception in 1985, the Company has expanded its product
offerings from a single product into a broad line of transportation equipment
and related products and services. As a result of its long-term relationships
with its customers, the Company has been able to work closely with its
customers to create competitive advantages through development and production
of productivity-enhancing transportation equipment. The Company's current
product lines include:

Transportation Equipment

. Plate trailers. The aluminum plate trailer was introduced into the
Company's product line in 1985. Since these trailers utilize thicker and
more durable sidewalls than standard sheet and post or FRP construction
and avoid the use of interior liners, the life of the trailer is
extended and maintenance costs are significantly reduced. In addition,
the post used in constructing the sidewalls of the plate trailer is much
thinner and therefore provides greater interior volume than a standard
sheet and post trailer. Plate trailers are used primarily by truckload
carriers. The Company believes that it is the largest producer of plate
trailers in the United States. In late 1995, the Company introduced its
proprietary composite plate trailer. Features of the new composite plate
trailer include greater durability and strength than the aluminum plate
trailer. The composite material is a high density vinyl core with an
inner and outer steel skin. The Company began manufacturing the
composite material at its own facility in Lafayette in late 1997 and has
produced approximately 7,000 composite plate trailers in 1997. The
Company believes the composite plate trailer will be its largest selling
product in 1998 and represents a significant advance in truck trailer
technology.

. RoadRailer trailers. In 1987, the Company began manufacturing RoadRailer
trailers. RoadRailer trailers use a patented bimodal technology
consisting of a truck trailer and detachable rail bogie permitting a
trailer to run both over the highway and directly on railroad lines. The
Company believes that the RoadRailer system can be operated more
efficiently than alternative intermodal systems such as "piggyback" or
"stack" railcars which require terminal operators to transfer vehicles
or containers to railcars. In 1991, the Company acquired the exclusive
rights to market and exploit RoadRailer technology. By offering the
bimodal technology in a number of variations, the Company believes it
can increase its penetration of the intermodal market and enlarge its
pool of potential customers. Current RoadRailer models are the
ReeferRailer trailer, the ChassisRailer trailer, the PupRailer trailer,
the AutoRailer trailer and the 19.5 RoadRailer trailer. Management
believes that RoadRailer trailers provide the opportunity for the
Company to enhance its reputation for technological leadership in the
transportation industry.

. Refrigerated trailers. Refrigerated trailers were introduced into the
product line in 1990. The Company's innovative process for building
these trailers involves injecting insulating foam in the sidewalls and
roof in a single process prior to assembly, which improves both the
insulation capabilities and the durability of the trailers. The Company
also offers its proprietary SolarGuard roof system, which reduces fuel
cost by providing protection against harmful radiation. These trailers
are used primarily by private fleets in the transportation of perishable
food products. During 1995, the Company opened a dedicated new
refrigerated trailer manufacturing facility in Lafayette, Indiana.

. Lightweight railcars. In 1995, the Company introduced the AllRailer
railcar, the Company's first prototype lightweight, totally enclosed,
high-speed railcar. The AllRailer railcar design allows shippers to
transport vehicles by rail in a fully-enclosed environment, protected
from both airborne contamination and vandalism. The AllRailer railcar
has the flexibility to be converted for use in either

23
<PAGE>

a bi-level or tri-level configuration by positioning the upper floors to
handle automobiles or vehicles such as pick-up trucks, vans and
sport/utility vehicles. This feature should result in greater railcar
utilization and a reduction in repositioning empty railcars. AllRailer
railcars feature a heavy duty version of the RoadRailer slack-free
coupler, which reduces up to 99.8 percent of the forces transmitted to
vehicles as a result of train slack action. Additional AllRailer railcar
features include a wide interior, door edge protection and flat floors
with built-in bridge plates between cars, all designed to provide
damage-free vehicle loading and unloading.

. Aluminum vans and doubles. Aluminum vans and doubles, also known as
sheet and post trailers, were introduced into the product line in 1986
and are the standard trailer product purchased by customers in most
segments of the trucking industry.

. FRP vans and doubles. The Company's initial product was fiberglass
reinforced plywood ("FRP") trailers which have been purchased primarily
by LTL carriers utilizing doubles or triples. Motor carriers utilizing
standard double or triple trailers frequently reach the maximum legal
weight limits before they fill the capacity of the trailers. Since FRP
trailers are lighter in weight than these double trailers, they enable
LTL carriers to attain higher productivity than could be achieved using
other types of double trailers. The Company believes that it is the
largest producer of FRP trailers in the United States.

. Other. The Company's other transportation equipment include container
chassis, flatbed trailers, rollerbed trailers, soft-sided trailers,
dumps and converter dollies.

Aftermarket Parts and Service

The Company produces replacement parts and accessories and provides
maintenance service both for its own and competitors' trailers and related
equipment. The aftermarket parts business is typically less cyclical than
trailer sales and typically yields higher gross profit margins. The Company
markets its aftermarket parts and services through its Wabash National Parts
Division and through its wholly-owned subsidiary, Fruehauf Trailer Services,
Inc. Management expects that the manufacture and sale of aftermarket parts and
maintenance service will be a growing part of its product mix as the number
and age of its units in service increases and as it increases the number of
retail branches. Sales of these products and services represented 10.9%, 4.5%
and 3.0% of net sales during 1997, 1996 and 1995, respectively.

Leasing and Finance

Through 1991, the Company leased trailers to customers on a very limited
basis, primarily involving used trailers taken in trade from other customers.
In late 1991, the Company began to build its in-house capability to provide
leasing programs to its customers through its wholly-owned subsidiary, Wabash
Finance. At December 31, 1997, Wabash Finance had approximately $44.0 million
in equipment leased to others, net and $59.2 million invested in finance
contracts. These leasing assets have been financed through term debt. Leasing
revenues of Wabash Finance represented 3.2%, 9.2% and 3.6% of net sales during
1997, 1996 and 1995, respectively.

Used Trailers

The Company also sells used trailers, which the Company acquires primarily
through trade-ins from its customers. The Company generally sells its used
trailers both directly through Wabash Finance, or at retail through its retail
branch distribution system. Depending upon the customer's desire, the Company
may recondition a used trailer or "stretch" the trailer to convert a 48-foot
unit into a 53-foot unit. Used trailer sales promote new sales by permitting
trade-in allowances and have represented a stable source of revenue for the
Company. The sale of used trailers represented 5.2%, 4.6% and 2.5% of net
sales during 1997, 1996 and 1995, respectively.

24
<PAGE>

MARKETING AND DISTRIBUTION

The Company markets and distributes its products directly through its
factory-owned distribution network and through independent dealerships.
Certain types of customers purchase directly from the factory. The factory
direct accounts include the larger truckload, LTL, package and household
moving carriers and certain private fleets and leasing companies, and are high
volume purchasers. In the past, the Company has focused its resources on the
factory direct market, where customers are generally aware of the Company's
management and its reputation in the trailer manufacturing industry. The
larger LTL and private fleets, as well as the national fleets which
increasingly dominate the truckload segment, buy factory direct with a great
deal of customization. These larger carriers generally will purchase the
largest trailer allowable by law in the areas they intend to operate, with
maximum interior space. These carriers are the largest customers of the plate
trailers manufactured by the Company. The Company's factory direct sales are
based on specific customer orders.

As a result of the Fruehauf Acquisition, the Company's large retail branch
network affords the Company the ability to generate retail sales of trailers
to smaller independent operators. In addition, this branch system enables the
Company to provide maintenance and other services to customers on a nationwide
basis and to remarket large quantities of trade-ins which are common with
large new trailer sales to fleet customers. In addition to the 31 retail
branches, the Company also sells its products through a nationwide network of
92 full-line and over 150 parts-only independent dealerships which generally
serve the trucking and transport industry. The dealers primarily serve
intermediate and smaller sized carriers and private fleets in the geographic
region where the dealer is located and on occasion may sell to large fleets.
The dealers may also perform service work for many of their customers.

The Company also provides leasing and finance programs to its customers
through Wabash Finance.

RAW MATERIALS

The Company utilizes a variety of raw materials and components including
steel, aluminum, lumber, tires and suspensions which it purchases from a
limited number of suppliers. Significant price fluctuations or shortages in
raw materials or finished components may adversely affect the Company's
results of operations. Beginning in 1998, the raw material which will be used
in the greatest quantity will be composite plate material used on the
Company's proprietary DuraPlate trailer. The composite material is comprised
of an inner and outer lining made of high strength steel surrounding a vinyl
core. Both of these components are in ready supply. In August 1997, the
Company completed construction of its own composite material facility located
in Lafayette, Indiana where the Company produces the composite plate material
from the steel and vinyl components. The Company believes the addition of this
new facility will provide adequate capacity to meet its composite material
requirements. The central Midwest location of the Company's plant gives Wabash
a competitive advantage in the transportation cost of inbound raw materials as
well as the cost of delivery of finished product. Customers often use trailers
coming off the assembly line to deliver freight outbound from the Midwest.

BACKLOG

The Company's backlog of orders was approximately $832 million, $462 million
and $858 million at December 31, 1997, 1996 and 1995, respectively. The
Company believes that its backlog of orders is firm and expects to fill a
majority of its existing orders by the end of 1998.

PATENTS, LICENSES AND TRADEMARKS

The Company holds or has applied for approximately 70 patents in the United
States on various components and techniques utilized in its manufacture of
truck trailers, including several patents relating to RoadRailer technology.
In addition, the Company holds or has applied for 78 patents in 13 foreign
countries and the European patent community. These patents expire over the
course of the next 17 years.

25
<PAGE>

RESEARCH AND DEVELOPMENT

The Company emphasizes design and product innovation and has increased its
expenditures for research and development in recent years. The Company has a
reputation in the industry for its innovation in product design and low cost
manufacturing. The Company's policy is to expense all research and development
costs as incurred. Research and development costs were $2.1 million, $1.2
million and $1.6 million in 1997, 1996 and 1995, respectively. Research and
development efforts include the development of proprietary, highly automated
manufacturing equipment and tooling, much of which was developed by the
employees who operate the equipment. The Company promotes a culture that
encourages innovation by all employees, particularly those working on the
factory floor.

ENVIRONMENTAL MATTERS

The Company's operations are subject to various federal, state and local
environmental laws and regulations related to air and water quality,
underground storage tanks and waste handling and disposal. The substances and
compounds generated and handled in the Company's operations that fall within
these laws and regulations result from the Company's painting, insulating,
undercoating and branch service operations. As a result, the Company incurs
ongoing costs to comply with environmental laws and regulations as well as
recognizes liabilities for treatment and remediation costs associated with
known environmental issues.

EMPLOYEES

As of December 31, 1997, the Company had 5,093 employees (including 773
temporary employees). Approximately 11% of the Company's employees, all of
whom work at facilities acquired in the Fruehauf Acquisition, are represented
by labor unions. Since the Fruehauf Acquisition, the Company has not entered
into any new collective bargaining agreements. The Company places a heavy
emphasis on employees relations through educational programs and quality
control teams. The Company believes its employee relations are good.

26
<PAGE>

MANAGEMENT

The following are the directors, executive officers and key employees of the
Company:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Donald J. Ehrlich............. 60 President, Chief Executive Officer and
Chairman of the Board(1)
Dean A. Cervenka.............. 40 Vice President--Sales
Richard E. Dessimoz........... 50 Vice President and Chief Executive Officer
of Wabash National Finance Corporation
and Director
Charles R. Ehrlich............ 53 Vice President--Manufacturing
Rodney P. Ehrlich............. 51 Vice President--Engineering
Charles E. Fish............... 44 Vice President--Human Relations
Lawrence J. Gross............. 43 Vice President--Marketing
Mark R. Holden................ 38 Vice President--Chief Financial Officer
and Director(1)
Connie L. Koleszar............ 39 Director of Investor Relations
Wilfred E. Lewallen........... 53 Vice President--Industrial Engineering
Derek L. Nagle................ 47 President--Fruehauf Trailer Services, Inc.
Stanley E. Sutton............. 48 Vice President--Purchasing
John T. Hackett............... 65 Director(1)(2)(3)
E. Hunter Harrison............ 53 Director(2)
Ludvik F. Koci................ 61 Director(3)
</TABLE>
- --------
(1) Member of the Executive Committee of the Board of Directors.
(2) Member of the Audit Committee of the Board of Directors.
(3) Member of the Compensation Committee of the Board of Directors.

Donald J. Ehrlich. Mr. Donald J. Ehrlich has been President, Chief Executive
Officer and Director of the Company since its founding. In May, 1995, Mr.
Ehrlich was elected Chairman of the Board. He also serves as a director of
Danaher Corporation.

Dean A. Cervenka. Mr. Cervenka has been Vice President--Sales since January,
1997. Previously, Mr. Cervenka had been a Regional Sales Director for the
Company. Prior to his employment by the Company in April, 1996, he was
employed by Caterpillar, Inc. in various engineering and marketing positions.

Richard E. Dessimoz. Mr. Dessimoz has been Vice President and Chief
Executive Officer of Wabash National Finance Corporation since its inception
in December, 1991 and a Director of the Corporation since December, 1995.
Prior to his employment by the Company, he was employed since 1989 by Premier
Equipment Leasing Company as Chief Executive Officer and co-owner, and he was
employed from 1985 to 1989 by Evans Transportation Company (a major lessor of
railcars and truck trailers) as Chief Operating Officer.

Charles R. Ehrlich. Mr. Charles Ehrlich has been Vice President--
Manufacturing of the Company and has been in charge of the Company's
manufacturing operations since the Company's founding.

Rodney P. Ehrlich. Mr. Rodney Ehrlich has been Vice President--Engineering
of the Company and has been in charge of the Company's engineering operations
since the Company's founding.

Charles E. Fish. Mr. Fish is Vice President--Human Relations of the Company
and has been in charge of the Company's human relations operations since the
Company's founding.

27
<PAGE>

Lawrence J. Gross. Mr. Gross has been Vice President--Marketing of the
Company since December, 1994. Previously he had been President of the
Company's RoadRailer division since joining the Company in July, 1991. Prior
to his employment by the Company, he was employed since 1985 by Chamberlain of
Connecticut, Inc., a licensor of bimodal technology, as Vice President--
Marketing until 1990 and as President until he began his employment with the
Company.

Mark R. Holden. Mr. Holden has been Vice President--Chief Financial Officer
and Director of the Company since May, 1995. Previously, Mr. Holden had been
Vice President--Controller of the Company. Prior to his employment by the
Company in December, 1992, he was employed by Arthur Andersen LLP since 1981.

Connie L. Koleszar. Ms. Koleszar has been Director of Investor Relations
since the Company's initial public offering in 1991 and has been employed by
the Company in various administrative capacities since its founding.

Wilfred E. Lewallen. Mr. Lewallen is Vice President--Industrial Engineering
of the Company and has been in charge of the Company's industrial engineering
operations since the Company's founding.

Derek L. Nagle. Mr. Nagle has been President of Fruehauf Trailer Services,
Inc. since the Company's acquisition of certain Fruehauf assets in April,
1997. Prior to his employment by the Company, he was employed since 1970 at
Fruehauf Trailer Corporation, as Senior Vice President of North American Sales
& Distribution from 1993 through 1995, as Executive Vice President of North
American Operations until 1996. In September, 1996, he was appointed President
of Fruehauf following the resignation of the previous CEO and CFO of Fruehauf.
Fruehauf filed under Chapter 11 of the Federal Bankruptcy Code in October,
1996.

Stanley E. Sutton. Mr. Sutton has been Vice President--Purchasing of the
Company since joining the Company in May, 1992. Prior to his employment by the
Company, he was employed since 1973 by Pines Trailer Limited Partnership as
Vice President--Manufacturing Operations.

John T. Hackett. Mr. Hackett is Managing General Partner of CID Equity
Partners, L.P., a private investment partnership. Mr. Hackett was Vice
President--Finance and Administration of Indiana University from 1988 to 1991
and Executive Vice President, Chief Financial Officer and director of Cummins
Engine Company from 1964 to 1988. Mr. Hackett is also a director of Irwin
Financial Corporation, Meridian Mutual Insurance Corporation and Ball
Corporation.

E. Hunter Harrison. Mr. Harrison was named Executive Vice President and
Chief Operating Officer of Canadian National Railway Co. in March 1998. Prior
to that, Mr. Harrison was President and Chief Executive Officer of Illinois
Central Railroad in Chicago, Illinois since February 1993. He previously
served as Senior Vice President of Operations since July 1992. Mr. Harrison
also serves on the Board Of Directors of Belt Railway Co. in Chicago,
Illinois; Terminal Railway in St. Louis, Missouri; TTX Co. in Chicago,
Illinois; and the Association of American Railroads.

Ludvik F. Koci. Mr. Koci is Vice Chairman of Detroit Diesel Corporation in
Detroit, Michigan. He previously served as President and prior to that as
Executive Vice President of Detroit Diesel since its organization in 1987. Mr.
Koci also serves on the Executive Committee of the GMI President's Council,
Board of Directors of Detroit Diesel Corporation and the Trucking Research
Institute.

All directors are elected for a term of one year at each annual meeting.
Officers are elected for a term of one year and serve at the discretion of the
Board of Directors.

Donald J. Ehrlich, President, Chief Executive Officer and Chairman, and
Charles R. Ehrlich and Rodney P. Ehrlich, executive officers of the Company,
are brothers. Dean A. Cervenka and Connie L. Koleszar, executive officers of
the Company, are brother and sister.

28
<PAGE>

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information as of March 27, 1998 with
respect to the beneficial ownership of the Corporation's Common Stock by each
person who is known to own beneficially more than 5% of the outstanding shares
of Common Stock, each person currently serving as a director, the Chief
Executive Officer, each of the other four most highly compensated executive
officers in 1997, and all directors and executive officers as a group:

<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED BEFORE
THE OFFERINGS(1)
--------------------------------
DIRECTORS, OFFICERS AND PRINCIPAL STOCKHOLDERS NUMBER PERCENTAGE
- ---------------------------------------------- -------------- --------------
<S> <C> <C>
The Crabbe Huson Group, Inc................... 2,288,500(2) 11.5%
121 SW Morrison
Suite 1400
Portland, OR 97204
J.P. Morgan & Co., Incorporated .............. 1,341,300 6.7%
60 Wall Street
New York, NY 10260
State of Wisconsin Investment Board........... 1,025,000 5.1%
P. O. Box 7842
Madison, WI 53707
Donald J. Ehrlich............................. 454,352(3) 2.3%
Richard E. Dessimoz........................... 27,840(4) *
Rodney P. Ehrlich............................. 36,890(5) *
Lawrence J. Gross............................. 27,390(4) *
Mark R. Holden................................ 18,240(5) *
John T. Hackett............................... 13,300(6) *
E. Hunter Harrison............................ 12,000(6) *
Ludvik F. Koci................................ 13,000(6) *
All executive officers and directors as a
group (14 persons)........................... 702,582 3.5%
</TABLE>
- --------
* Less than one percent.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of Common Stock
subject to options or warrants currently exercisable or exercisable within
60 days of February 28, 1998 are deemed outstanding for purposes of
computing the percentage ownership of the person holding such option but
are not deemed outstanding for purposes of computing the percentage
ownership of any other person. Except where indicated otherwise, and
subject to community property laws where applicable, the persons named in
the table above have sole voting and investment power with respect to all
shares of Common Stock shown as beneficially owned by them.
(2) The Crabbe Huson Group, Inc. shares voting and investment power with
approximately 42 of its clients and disclaims beneficial ownership of all
of the shares.
(3) Includes currently exercisable options to purchase 140,640 shares of
Common Stock.
(4) Includes currently exercisable options to purchase 24,840 shares of Common
Stock.
(5) Includes currently exercisable options to purchase 18,240 shares of Common
Stock.
(6) Includes currently exercisable options to purchase 12,000 shares of Common
Stock.

29
<PAGE>

UNDERWRITING

Subject to the terms and conditions set forth in a purchase agreement (the
"U.S. Purchase Agreement"), among the Company and each of the underwriters
named below (the "U.S. Underwriters"), and concurrently with the sale of
600,000 shares of Common Stock to the International Managers (as defined
below), the Company has agreed to sell to each of the U.S. Underwriters, and
each of the U.S. Underwriters severally has agreed to purchase from the
Company the number of shares of Common Stock set forth opposite its name
below.

<TABLE>
<CAPTION>
U.S. UNDERWRITER NUMBER OF SHARES
---------------- ----------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated...........................................
BT Alex. Brown Incorporated.................................
Robert W. Baird & Co. Incorporated..........................
Morgan Keegan & Company, Inc................................
---------
Total.................................................. 2,400,000
=========
</TABLE>

Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), BT
Alex. Brown Incorporated, Robert W. Baird & Co. Incorporated and Morgan Keegan
& Company, Inc. are acting as representatives (the "U.S. Representatives") for
the U.S. Underwriters.

The Company has also entered into a purchase agreement (the "International
Purchase Agreement" and, together with the U.S. Purchase Agreement, the
"Purchase Agreements") with certain underwriters outside the United States and
Canada (collectively, the "International Managers," and together with the U.S.
Underwriters, the "Underwriters"), for whom Merrill Lynch International, BT
Alex. Brown International, division of Bankers Trust International PLC, Robert
W. Baird & Co. Incorporated and Morgan Keegan & Company, Inc. are acting as
representatives (the "International Representatives" and, together with the
U.S. Representatives, the "Representatives"). Subject to the terms and
conditions set forth in the International Purchase Agreement, and concurrently
with the sale of 2,400,000 shares of Common Stock to the U.S. Underwriters
pursuant to the U.S. Purchase Agreement, the Company has agreed to sell to the
International Managers, and the International Managers have severally agreed
to purchase from the Company an aggregate of 600,000 shares of Common Stock.
The public offering price per share of Common Stock and the underwriting
discount per share of Common Stock are identical under the U.S. Purchase
Agreement and the International Purchase Agreement.

In the U.S. Purchase Agreement and the International Purchase Agreement, the
several U.S. Underwriters and the several International Managers,
respectively, have agreed, subject to the terms and conditions set forth
therein, to purchase all of the shares of the Common Stock being sold pursuant
to each such agreement if any of the shares of Common Stock being sold
pursuant to such agreement are purchased. Under certain circumstances

30
<PAGE>

involving a default by an Underwriter, the commitments of non-defaulting U.S.
Underwriters or International Managers (as the case may be) may be increased
or the U.S. Purchase Agreement or the International Purchase Agreement (as the
case may be) may be terminated. The sale of Common Stock to the U.S.
Underwriters is conditioned upon the sale of Common Stock to the International
Managers and vice versa.

The U.S. Underwriters and the International Managers have entered into an
intersyndicate agreement (the "Intersyndicate Agreement") providing for the
coordination of their activities. The Underwriters are permitted to sell
shares of Common Stock to each other for purposes of resale at the initial
public offering price, less an amount not greater than the selling concession.
Under the terms of the Intersyndicate Agreement, the U.S. Underwriters and any
dealer to whom they sell shares of Common Stock will not offer to sell or sell
shares of Common Stock to persons who are non-U.S. or non-Canadian persons or
to persons they believe intend to resell to persons who are non-U.S. or non-
Canadian persons, and the International Managers and any dealer to whom they
sell shares of Common Stock will not offer to sell or sell shares of Common
Stock to U.S. persons or to Canadian persons or to persons they believe intend
to resell to U.S. persons or Canadian persons, except in the case of
transactions pursuant to the Intersyndicate Agreement.

The U.S. Representatives have advised the Company that the U.S. Underwriters
propose initially to offer the shares of Common Stock to the public at the
offering price set forth on the cover page of this Prospectus and to certain
dealers at such price less a concession not in excess of $ per share. The
U.S. Underwriters may allow, and such dealers may reallow, a discount not in
excess of $ per share to certain other dealers. After the initial public
offering, the public offering price, concession and discount may be changed.

The Company has granted to the U.S. Underwriters an option, exercisable
within 30 days after the date of this Prospectus, to purchase up to an
aggregate of 360,000 additional shares of Common Stock at the public offering
price set forth on the cover page of this Prospectus, less the underwriting
discount. The U.S. Underwriters may exercise this option only to cover over-
allotments, if any, made on the sale of Common Stock offered hereby. To the
extent that the U.S. Underwriters exercise this option, each U.S. Underwriter
will be obligated, subject to certain conditions, to purchase a number of
additional shares of Common Stock proportionate to such U.S. Underwriters'
initial amount reflected in the foregoing table. If purchased, the
Underwriters will offer such additional shares of Common Stock on the same
terms as those on which the shares are being offered.

The Company, certain executive officers and Fruehauf have, subject to
certain exceptions, agreed not to, directly or indirectly, offer, pledge,
sell, contract to sell or otherwise transfer or dispose of any shares of
Common Stock or any securities convertible into or exchangeable or exercisable
for Common Stock without the prior written consent of Merrill Lynch for a
period of 90 days from the date of this Prospectus, except that the Company
may, without such consent, issue shares of Common Stock upon the exercise or
conversion of any outstanding options, rights, warrants or other convertible
securities, or issue shares of Common Stock or grant options to purchase
shares of Common Stock pursuant to the Company's existing employee benefits
plans, director stock plan, or dividend reinvestment plan.

Until the distribution of the Common Stock is completed, rules of the
Securities and Exchange Commission may limit the ability of the Underwriters
and certain selling group members to bid for and purchase the Common Stock. As
an exception to these rules, the Representatives are permitted to engage in
certain transactions that stabilize the price of the Common Stock. Such
transactions consist of bids or purchases for the purpose of pegging, fixing
or maintaining the price of the Common Stock.

If the Underwriters create a short position in the Common Stock in
connection with the offering, i.e., if they sell more shares of Common Stock
than are set forth on the cover page of this Prospectus, the Representatives
may reduce that short position by purchasing Common Stock in the open market.
The Representatives may also elect to reduce any short position by exercising
all or part of the over-allotment option described above.

31
<PAGE>

The Representatives may also impose a penalty bid on certain Underwriters
and selling group members. This means that if the Representatives purchase
shares of Common Stock in the open market to reduce the Underwriters' short
position or to stabilize the price of the Common Stock, they may reclaim the
amount of the selling concession from the Underwriters and selling group
members who sold those shares as part of the offering.

In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher
than it might be in the absence of such purchases. The imposition of a penalty
bid might also have an effect on the price of a security to the extent that it
were to discourage resales of the security.

The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act or to contribute
to payments initially the Underwriters may be required to make in respect
thereof.

Neither the Company nor any of the Underwriters makes any representation or
prediction as to the direction or magnitude of any effect that the
transactions described above may have on the price of the Common Stock. In
addition, neither the Company nor any of the Underwriters makes any
representation that the Representatives will engage in such transactions or
that such transactions, once commenced, will not be discontinued without
notice.

32
<PAGE>

LEGAL MATTERS

Certain legal matters with respect to the shares of Common Stock offered
hereby will be passed upon for the Company by Hogan & Hartson L.L.P.,
Baltimore, Maryland. Certain legal matters will be passed upon for the
Underwriters by Winston & Strawn, Chicago, Illinois.

EXPERTS

The audited consolidated financial statements included in this Prospectus
and included elsewhere in this registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included in reliance upon the authority
of said firm as experts in giving said reports.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy and
information statements and other information can be inspected and copied at
the public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices in New York (Seven World Trade Center, Suite
1300, New York, New York 10048) and Chicago (Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661). Copies of such material can also
be obtained at prescribed rates from the Public Reference Section of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549. The Commission also maintains a World Wide Web site that contains
reports, proxy statements and other information regarding registrants,
including the Company, that file such information electronically with the
Commission. The address of the Commission's Web site is http: www.sec.gov. The
Company's Common Stock is listed on the New York Stock Exchange and reports
and other information concerning the registrant can be inspected at such
exchange.

The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended with respect to the
Common Stock. This Prospectus does not contain all the information set forth
in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission pursuant to
the Exchange Act are incorporated herein by reference and made a part hereof:
the Company's Annual Report on Form 10-K for the year ended December 31, 1997,
and the description of the Company's Common Stock, Series B 6% Cumulative
Convertible Exchangeable Preferred Stock and Preferred Stock Purchase Rights
set forth in the Company's Registration Statements on Form 8-A filed under the
Exchange Act including all amendments and reports filed for the purpose of
updating such descriptions. All documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Prospectus and prior to the termination of the offering
of the Common Stock shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which is incorporated by reference herein modifies or supersedes such
earlier statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus. Copies of all documents incorporated by reference herein (other
than exhibits to such documents which are not specifically incorporated by
reference into such documents) will be provided without charge to each person
who receives a copy of this Prospectus, upon request of such person, directed
to Connie L. Koleszar, Wabash National Corporation, Investor Relations, 1000
Sagamore Parkway South, Lafayette, Indiana 47905 (telephone (765) 448-1591).

33
<PAGE>
[Alternative Page for International Prospectus]

UNDERWRITING

Subject to the terms and conditions set forth in an international purchase
agreement (the "International Purchase Agreement"), among the Company and each
of the underwriters named below (the "International Managers"), and
concurrently with the sale of 2,400,000 shares of Common Stock to the U.S.
Underwriters (as defined below), the Company has agreed to sell to the
International Managers, and each of the International Managers severally has
agreed to purchase from the Company the number of shares of Common Stock set
forth opposite its name below.

<TABLE>
<CAPTION>
NUMBER OF
INTERNATIONAL UNDERWRITER SHARES
------------------------- ---------
<S> <C>
Merrill Lynch International..........................................
BT Alex. Brown International, division of Bankers Trust International
PLC.................................................................
Robert W. Baird & Co. Incorporated...................................
Morgan Keegan & Company, Inc.........................................
-------
Total.......................................................... 600,000
=======
</TABLE>

Merrill Lynch International, BT Alex. Brown International, division of
Bankers Trust International PLC, Robert W. Baird & Co. Incorporated and Morgan
Keegan & Company, Inc. are acting as representatives (the "International
Representatives") of the International Managers.

The Company has also entered into a purchase agreement (the "U.S. Purchase
Agreement" and, together with the International Purchase Agreement, the
"Purchase Agreements") with certain underwriters in the United States and
Canada (collectively, the "U.S. Underwriters," and together with the
International Managers, the "Underwriters"), for whom Merrill Lynch, Pierce
Fenner & Smith Incorporated, BT Alex. Brown Incorporated, Robert W. Baird &
Co. Incorporated and Morgan Keegan & Company, Inc. are acting as
representatives (the "U.S. Representatives" and, together with the
International Representatives, the "Representatives"). Subject to the terms
and conditions set forth in the U.S. Purchase Agreement, and concurrently with
the sale of 600,000 shares of Common Stock to the International Managers
pursuant to the International Purchase Agreement, the Company has agreed to
sell to the U.S. Underwriters, and the U.S. Underwriters have severally agreed
to purchase from the Company an aggregate of 2,400,000 shares of Common Stock.
The public offering price per share of Common Stock and the underwriting
discount per share of Common Stock are identical under the International
Purchase Agreement and the U.S. Purchase Agreement.

30
<PAGE>

[Alternative Page for International Prospectus]

or the U.S. Underwriters (as the case may be) may be increased or the
International Purchase Agreement or the U.S. Purchase Agreement (as the case
may be) may be terminated. The sale of Common Stock to the International
Managers is conditioned upon the sale of Common Stock to the U.S. Underwriters
and vice versa.

The International Underwriters and the U.S. Underwriters have entered into
an intersyndicate agreement (the "Intersyndicate Agreement") providing for the
coordination of their activities. The Underwriters are permitted to sell
shares of Common Stock to each other for purposes of resale at the initial
public offering price, less an amount not greater than the selling concession.
Under the terms of the Intersyndicate Agreement, the International
Underwriters and any dealer to whom they sell shares of Common Stock will not
offer to sell or sell shares of Common Stock to persons who are United States
or Canadian persons or to persons they believe intend to resell to persons who
are United States or Canadian persons, and the U.S. Underwriters and any
dealer to whom they sell shares of Common Stock will not offer to sell or sell
shares of Common Stock to non-United States persons or to non-Canadian persons
or to persons they believe intend to resell to non-United States persons or
non-Canadian persons, except in the case of transactions pursuant to the
Intersyndicate Agreement.

The International Representatives have advised the Company that the
International Managers propose initially to offer the shares of Common Stock
to the public at the offering price set forth on the cover page of this
Prospectus and to certain selected dealers at such price less a concession not
in excess of $ per share. The International Managers may allow, and such
dealers may reallow, a discount not in excess of $ per share to certain
other dealers. After the initial public offering, the public offering price,
concession and discount may be changed.

Each International Manager has agreed that; (i) it has not offered or sold,
and will not for a period of six months following consummation of the
Offerings offer or sell, in the United Kingdom by means of any document, any
shares of Common Stock offered hereby, other than to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses or
otherwise in circumstances that do not constitute an offer to the public
within the meaning of the Public Offers to Securities Regulations of 1995;
(ii) it has complied with and will comply with all applicable provisions of
the Financial Services Act of 1986 with respect to anything done by it in
relation to the Common Stock in, from or otherwise involving the United
Kingdom; and (iii) it has only issued or passed on and will only issue or pass
on to any person in the United Kingdom any document received by it in
connection with the issue of the Common Stock if that person is of a kind
described in Article 11(3) of the Financial Services Act of 1986 (Investment
Advertisements) (Exemptions) Order 1996, as amended, or is a person to whom
the document may otherwise lawfully be issued or passed on.

The Company has granted to the International Managers an option, exercisable
within 30 days after the date of this Prospectus, to purchase up to an
aggregate of 90,000 additional shares of Common Stock at the public offering
price set forth on the cover page of this Prospectus, less the underwriting
discount. The International Managers may exercise this option only to cover
over-allotments, if any, made on the sale of Common Stock offered hereby. To
the extent that the International Managers exercise this option, each
International Manager will be obligated, subject to certain conditions, to
purchase a number of additional shares of Common Stock proportionate to such
International Manager's initial amount reflected in the foregoing table. If
purchased, the Underwriters will offer such additional shares on the same
terms as those on which the 600,000 shares are being offered.

Purchasers of the shares of Common Stock offered hereby may be required to
pay stamp taxes and other charges in accordance with the laws and practices of
the country of purchase, in addition to the offering price set forth on the
cover page hereof.

The Company, certain executive officers and Fruehauf Trailer Corporation
have, subject to certain exceptions, agreed not to, directly or indirectly,
offer, pledge, sell, contract to sell or otherwise transfer or dispose of any
shares of Common Stock or any securities convertible into or exchangeable or
exercisable for common Stock without the prior written consent of Merrill
Lynch for a period of 90 days from the date of this Prospectus,

31
<PAGE>
[Alternative Page for International Prospectus]

except that the Company may, without such consent, issue shares of Common
Stock upon the exercise or conversion of any outstanding options, rights,
warrants or other convertible securities, or issue shares of Common Stock or
grant options to purchase shares of Common Stock pursuant to the Company's
existing employee benefits plans, director stock plan, or dividend
reinvestment plan.

In the International Purchase Agreement and the U.S. Purchase Agreement, the
several International Managers and the several U.S. Underwriters,
respectively, have agreed, subject to the terms and conditions set forth
therein, to purchase all of the shares of Common Stock being sold pursuant to
each such agreement if any of the shares of Common Stock being sold pursuant
to such agreement are purchased. Under certain circumstances involving a
default by an Underwriter, the commitments of non-defaulting International
Underwriters or U.S. Underwriters (as the case may be) may be increased or the
International Purchase Agreement or the U.S. Purchase Agreement (as the case
may be) may be terminated. The sale of Common Stock to the International
Managers is conditioned upon the sale of Common Stock to the U.S. Underwriters
and vice versa.

32
<PAGE>
[Alternative Page for International Prospectus]

UNITED STATES TAXATION OF FOREIGN SHAREHOLDERS

The following is a general discussion of certain United States federal
income and estate tax consequences of the ownership and disposition of Common
Stock that may be relevant to Non-United States Holders of such Common Stock.
For purposes of this discussion, a "Non-United States Holder" is any
corporation, individual, partnership, estate or trust that is, as to the
United States, a foreign corporation, a non-resident alien individual, a
foreign partnership or a foreign estate or trust as such terms are defined in
Section 7701 of the United States Internal Revenue Code of 1986, as amended
(the "Code"). In general, a "Non-United States Holder" is any holder of Common
Stock that is not (i) a citizen or resident alien individual of the United
States, (ii) a corporation, partnership or other entity created or organized
in or under the laws of the United States or any State thereof, (iii) an
estate the income of which is subject to United States federal income taxation
regardless of its source, or (iv) a trust with respect to which a court within
the United States is able to exercise primary supervision over its
administration, and one or more United States persons have the authority to
control all of its substantial decisions. Resident alien individuals will be
subject to United States federal income taxation with respect to the Common
Stock in the same manner as if they were United States citizens.

The following discussion does not deal with all aspects of United States
federal income and estate taxation and does not consider specific facts and
circumstances that may be relevant to a particular Non-United States Holder in
light of such holder's personal investment or tax position. Furthermore, the
discussion does not address tax consequences that may be relevant to certain
Non-United States Holders subject to special treatment under the United States
federal income tax laws, such as insurance companies, tax-exempt
organizations, financial institutions or broker-dealers. The discussion does
not discuss any aspects of non-United States or United States state and local
tax consequences that may be relevant to Non-United States Holders. Finally,
the discussion is based on the current provisions of the Code, the final,
temporary and proposed Treasury Regulations promulgated thereunder, and
administrative and judicial interpretations of the foregoing, all as in effect
on the date of this Prospectus and all of which are subject to change,
possibly with retroactive effect.

PROSPECTIVE NON-UNITED STATES HOLDERS ARE URGED TO CONSULT THEIR OWN TAX
ADVISORS REGARDING THE SPECIFIC UNITED STATES FEDERAL, STATE AND LOCAL AND
NON-UNITED STATES INCOME, ESTATE AND OTHER TAX CONSEQUENCES TO THEM OF THE
OWNERSHIP AND DISPOSITION OF COMMON STOCK (INCLUDING SUCH HOLDER'S STATUS AS A
NON-UNITED STATES HOLDER).

DIVIDENDS

Dividends paid by the Company to a Non-United States Holder will generally
be subject to United States federal income tax withholding at the rate of 30
percent of the gross amount of the dividends, or at such lower rate as may be
specified by an applicable United States income tax treaty. Under the United
States Treasury Regulations currently in effect and published Revenue Rulings,
dividends paid to an address in a foreign country generally are presumed to be
paid to a resident of such country (unless the payor has actual knowledge to
the contrary) for purposes of both applying the withholding tax and
determining the applicability of a reduced treaty rate of withholding, if any.
Under newly issued United States Treasury Regulations, which will become
effective for payments made after December 31, 1998, however, a Non-United
States Holder who wishes to claim the benefit of an applicable reduced treaty
rate of withholding will be required to satisfy certain certification and
other requirements, including the requirement generally to file a properly
completed IRS Form W-8 with the Company, the paying agent or such other entity
as may be required to withhold tax. The new Treasury Regulations also provide
special rules for dividends paid to foreign intermediaries, United States or
foreign wholly-owned entities that are disregarded as entities separate from
their owners for United States federal income tax purposes, and flow-through
entities or arrangements that are treated as fiscally transparent for United
States federal income tax purposes or under the laws of an applicable income
tax treaty jurisdiction or both. For example, in the case of Common Stock held
by a foreign partnership, the certification requirement will be applied

33
<PAGE>
[Alternative Page for International Prospectus]

to the partners of the partnership, rather than the partnership itself,
although the partnership will also be required to provide certain information,
and a look-through rule is provided for tiered partnership structures.

A Non-United States Holder eligible for a reduced rate of United States
withholding tax pursuant to a tax treaty may obtain a refund of any excess
amounts withheld from the payment of dividends on the Common Stock by filing
an appropriate claim for refund with the United States Internal Revenue
Service (the "IRS"). To the extent that a distribution with respect to the
Common Stock represents a return of basis for United States federal income tax
purposes, a Non-United States Holder may apply for a refund of any amounts
withheld from the payment of dividends on the Common Stock with respect to
such return of basis by filing an appropriate claim for refund with the IRS.

Dividends received by a Non-United States Holder that are effectively
connected with the conduct by the Non-United States Holder of a trade or
business within the United States (or, if certain income tax treaties apply,
that are attributable to a permanent establishment maintained by such Non-
United States Holder in the United States) are exempt from United States
federal income tax withholding, provided that such Non-United States Holder
files with the Company, its paying agent or such other entity as may be
required to withhold tax, a properly completed IRS Form 4224 (or, in the case
of an applicable tax treaty, IRS Form 1001), or, after the newly issued United
States Treasury Regulations become effective on January 1, 1999, a properly
completed IRS Form W-8. In general, a Non-United States Holder will not be
considered to be engaged in a trade or business within the United States
solely as a result of ownership of Common Stock. If the dividends are
effectively connected with a United States trade or business (or are
attributable to a United States permanent establishment), the dividends will
be subject to United States federal income tax (on a net income basis) at the
same graduated rates applicable to United States persons. In the case of a
Non-United States Holder that is a corporation, such effectively connected
dividends may also be subject to the branch profits tax (which is generally
imposed at a 30 percent rate (or a lower applicable treaty rate) on
effectively connected earnings and profits deemed to be repatriated to a non-
U.S. jurisdiction).

DISPOSITION OF COMMON STOCK

A Non-United States Holder generally will not be subject to United States
federal income tax (and no tax generally will be withheld) on any gain
realized upon the sale or other disposition of Common Stock unless (i) such
gain is effectively connected with a United States trade or business of the
Non-United States Holder (or, if certain income tax treaties apply, such gain
is attributable to a permanent establishment maintained by such Non-United
States Holder in the United States), (ii) the gain is not described in clause
(i) above and the Non-United States Holder is a non-resident alien individual
who holds the Common Stock as a capital asset and who is present in the United
States for a period or periods aggregating 183 days or more during the
calendar year (or taxable year if one has been established) in which such
disposition occurs, and either (a) such individual's "tax home," within the
meaning of Section 911(d)(3) of the Code, is in the United States or (b) the
gain is attributable to an office or other fixed place of business in the
United States, (iii) the Non-United States Holder is an individual who is a
former citizen or long-term resident alien of the United States and who is
subject to tax pursuant to the provisions of the United States federal income
tax laws applicable to certain United States expatriates, or (iv) the Company
is, or has been at any time during the five-year period preceding the
disposition (or such shorter period during which such Non-United States Holder
has owned such Common Stock), a "United States real property holding
corporation" for United States federal income tax purposes and, so long as the
Common Stock continues to be "regularly traded on an established securities
market" for tax purposes, the Non-United States Holder disposing of the Common
Stock directly or indirectly owned more than five percent in value of the
Common Stock at any time during such five-year (or shorter) period.

A corporation is generally a "United States real property holding
corporation" if the fair market value of its United States real property
interests equals or exceeds 50 percent of the sum of the fair market value of
its worldwide real property interests plus its other assets used or held for
use in a trade or business both within and outside the United States. The
Company believes it is not currently, and does not expect that it will become,
a United States real property holding corporation for United States federal
income tax purposes. There can be no assurance, however, that the Company will
not become, or be determined to be, such a corporation.

34
<PAGE>
[Alternative Page for International Prospectus]

Gain that is effectively connected with the conduct of a trade or business
by a Non-United States Holder within the United States (or that is
attributable to a United States permanent establishment maintained by such
Non-United States Holder in the United States) will be subject to United
States federal income tax (on a net income basis) at the same graduated rates
applicable to United States persons, but will not be subject to withholding.
In the case of a Non-United States Holder that is a corporation, such gain may
also be subject to the branch profits tax. An individual Non-United States
Holder that is described under clause (ii) above will be subject to a flat 30
percent tax on the gain derived from the sale, which gain may be offset by
certain U.S.-source capital losses (notwithstanding the fact that such
individual is not considered to be a resident of the United States for United
States federal income tax purposes).

BACKUP WITHHOLDING AND INFORMATION REPORTING

The Company must report annually to the IRS and to each Non-United States
Holder the amount of dividends paid, and the tax withheld, with respect to
shares of Common Stock held by such holder. These information reporting
requirements apply regardless of whether the withholding tax was reduced or
eliminated by an applicable tax treaty. This information may also be made
available (under the provisions of an applicable income tax treaty or other
international agreement) to the tax authorities of the country in which the
Non-United States Holder resides. United States federal income tax backup
withholding (imposed at a rate of 31 percent on dividends paid to certain
holders who fail to provide in the required manner certain identifying
information, such as the holder's name, address and taxpayer identification
number, or under certain other circumstances) generally does not apply to
dividends that are subject to United States federal income tax withholding at
the 30 percent statutory rate or at a reduced tax treaty rate, dividends that
are effectively connected with a United States trade or business of the Non-
United States Holder, or dividends paid to a Non-United States Holder at an
address outside the United States or otherwise to a Non-United States Holder
who is an "exempt recipient" (such as a corporation). Under the newly issued
United States Treasury Regulations, certain Non-United States Holders who are
not currently subject to backup withholding on dividend payments will have to
certify as to their non-United States status to avoid backup withholding on
dividends paid after December 31, 1998.

If a Non-United States Holder sells or otherwise disposes of shares of
Common Stock to or through a United States office of a broker, the broker is
required to file an information return and is required to apply backup
withholding at the rate of 31 percent unless the Non-United States Holder has
provided the broker with a certification, under penalties of perjury, as to
its non-United States status or has otherwise established its entitlement to
an exemption from backup withholding. If payment of the proceeds from the sale
or other disposition of Common Stock by a Non-United States Holder is made to
or through an office of a broker outside the United States, the broker
generally will not be required to apply backup withholding or to file
information returns, except as provided below. Under the Treasury Regulations
currently in effect, information reporting (but not backup withholding) is
required with respect to the payment of proceeds from the sale or other
disposition of Common Stock to or through a foreign office of a broker that is
(a) a United States person, (b) a controlled foreign corporation for United
States federal income tax purposes, or (c) a foreign person 50 percent or more
of whose gross income for the three-year period ending with the close of the
taxable year preceding the year of payment (or for the part of that period
that the broker has been in existence) is effectively connected with the
conduct of a trade or business in the United States, unless that broker has
documentary evidence in its files that the payee is not a United States person
(and the broker has no actual knowledge to the contrary) and certain other
conditions are met, or the payee has otherwise established its entitlement to
an exemption. The newly issued United States Treasury Regulations, which will
become effective for payments made after December 31, 1998, expand the
categories of brokers that will be required to comply with the information
reporting requirements with respect to the payment of proceeds from the sale
or other disposition of Common Stock effected at an office outside the United
States. As a result, information reporting may apply to certain payments of
proceeds from the sale or other disposition of Common Stock made after
December 31, 1998 by or through foreign offices of brokers that were
previously exempt. Under the new Treasury Regulations, however, backup
withholding will not be required with respect to the payment of proceeds from
the sale or other disposition of Common Stock effected at a foreign office of
a broker unless the broker has actual knowledge that the payee is a United
States person.

35
<PAGE>
[Alternative Page for International Prospectus]

Backup withholding is not an additional tax. Amounts withheld under the
backup withholding rules are generally allowable as a refund or credit against
a Non-United States Holder's United States federal income tax liability, if
any, provided that the required information is furnished to the IRS.

As previously noted above, the procedures for United States federal income
tax withholding on dividend payments and some of the associated backup
withholding and information reporting rules are the subject of new United
States Treasury Regulations, which were issued on October 6, 1997, and become
effective for payments made after December 31, 1998, subject to certain
transition rules. These new Treasury Regulations modify the procedures for
establishing an exemption from or a reduced rate of withholding tax as
described above, as well as the certification procedures and forms for
purposes of backup withholding and information reporting, and also clarify and
modify reliance standards. Prospective Non-United States Holders should
consult their own tax advisors concerning these new Treasury Regulations and
the effect of such Treasury Regulations on their ownership of Common Stock.

ESTATE TAX

Common Stock owned, or treated as owned, by an individual who is neither a
citizen nor a resident (as specially defined for United States federal estate
tax purposes) of the United States at the time of such individual's death will
be included in such individual's gross estate for United States federal estate
tax purposes and thus will be subject to United States federal estate tax,
subject to certain credits, at graduated rates of up to 55 percent, unless an
applicable estate tax treaty provides otherwise.

36
<PAGE>
[Alternative Page for International Prospectus]

LEGAL MATTERS

EXPERTS

AVAILABLE INFORMATION

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

37
<PAGE>

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Public Accountants................................. F-2
Consolidated Balance Sheets as of December 31, 1997 and 1996............. F-3
Consolidated Statements of Income for the years ended December 31, 1997,
1996 and 1995........................................................... F-4
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1997, 1996 and 1995........................................ F-5
Consolidated Statements of Cash Flows for the years ended December 31,
1997, 1996 and 1995..................................................... F-6
Notes to Consolidated Financial Statements............................... F-7
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of
Wabash National Corporation:

We have audited the accompanying consolidated balance sheets of Wabash
National Corporation (a Delaware corporation) and subsidiaries as of December
31, 1997 and 1996, and the related consolidated statements of income,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1997. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Wabash
National Corporation and subsidiaries as of December 31, 1997 and 1996, and
the results of their operations and their cash flows for each of the three
years in the period ended December 31, 1997, in conformity with generally
accepted accounting principles.

Arthur Andersen LLP
Indianapolis, Indiana
January 19, 1998

F-2
<PAGE>

WABASH NATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1997 1996
-------- --------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents................................ $ 14,647 $ 5,514
Accounts receivable, net................................. 161,249 71,166
Current portion of finance contracts..................... 7,697 6,128
Inventories.............................................. 211,359 140,015
Prepaid expenses and other............................... 12,962 13,087
-------- --------
Total current assets................................... 407,914 235,910
-------- --------
Property, Plant and Equipment, net......................... 108,798 81,782
-------- --------
Equipment Leased to Others, net............................ 43,986 63,825
-------- --------
Finance Contracts, net of current portion.................. 51,539 43,858
-------- --------
Other Assets............................................... 17,633 14,696
-------- --------
$629,870 $440,071
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt..................... $ 4,148 $ 3,942
Accounts payable......................................... 94,083 69,155
Accrued liabilities...................................... 29,471 14,101
-------- --------
Total current liabilities.............................. 127,702 87,198
-------- --------
Long-Term Debt, net of current maturities.................. 231,880 151,307
-------- --------
Deferred Income Taxes...................................... 26,440 22,879
-------- --------
Other Noncurrent Liabilities and Contingencies............. 17,332 319
-------- --------
Stockholders' Equity:
Preferred stock.......................................... 4 --
Common stock, 19,954,874 and 18,910,923 shares issued and
outstanding, respectively............................... 200 189
Additional paid-in capital............................... 135,611 99,388
Retained earnings........................................ 91,980 80,070
Treasury stock at cost, 59,600 common shares............. (1,279) (1,279)
-------- --------
Total stockholders' equity............................. 226,516 178,368
-------- --------
$629,870 $440,071
======== ========
</TABLE>

The accompanying notes are an integral part of these Consolidated Balance
Sheets.

F-3
<PAGE>

WABASH NATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------------
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Net Sales............................... $ 846,082 $ 631,492 $ 734,299
Cost of Sales........................... 778,620 602,629 677,503
----------- ----------- -----------
Gross profit........................ 67,462 28,863 56,796
General and Administrative Expenses..... 17,806 8,857 7,245
Selling Expenses........................ 8,501 4,502 3,866
----------- ----------- -----------
Income from operations.............. 41,155 15,504 45,685
Other Income (Expense):
Interest expense...................... (16,100) (10,257) (6,251)
Other, net............................ 735 788 875
----------- ----------- -----------
Income before income taxes.......... 25,790 6,035 40,309
Provision for Income Taxes.............. 10,576 2,397 14,902
----------- ----------- -----------
Net income.......................... $ 15,214 $ 3,638 $ 25,407
Preferred Stock Dividends............... 742 -- --
----------- ----------- -----------
Net Income Available to Common
Stockholders........................... $ 14,472 $ 3,638 $ 25,407
=========== =========== ===========
Common Stock Data:
Average number of shares of common
stock outstanding.................. 19,586,000 18,912,000 18,948,000
Basic earnings per common share..... $ 0.74 $ 0.19 $ 1.34
=========== =========== ===========
Diluted earnings per common share... $ 0.74 $ 0.19 $ 1.33
=========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-4
<PAGE>

WABASH NATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
PREFERRED STOCK COMMON STOCK ADDITIONAL
----------------- ------------------ PAID-IN RETAINED TREASURY
SHARES AMOUNT SHARES AMOUNT CAPITAL EARNINGS STOCK TOTAL
--------- ------- ---------- ------ ---------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balances, December 31,
1994................... -- $ -- 18,938,449 $189 $ 98,708 $ 55,284 $ -- $154,181
Net Income for the
year.................. -- -- -- -- -- 25,407 -- 25,407
Cash dividends ($0.105
per share)............ -- -- -- -- -- (1,990) -- (1,990)
Issuance of common
stock under employee
stock purchase plan... -- -- 3,379 -- 88 -- -- 88
Exercise of stock
options............... -- -- 21,000 -- 450 -- -- 450
Purchase treasury
stock................. -- -- (19,600) -- -- -- (505) (505)
--------- ------ ---------- ---- -------- -------- ------- --------
Balances, December 31,
1995................... -- $ -- 18,943,228 $189 $ 99,246 $ 78,701 $ (505) $177,631
Net income for the
year.................. -- -- -- -- -- 3,638 -- 3,638
Cash dividends ($0.12
per share)............ -- -- -- -- -- (2,269) -- (2,269)
Issuance of common
stock under employee
stock purchase plan... -- -- 4,995 -- 92 -- -- 92
Exercise of stock
options............... -- -- 2,700 -- 50 -- -- 50
Purchase treasury
stock................. -- -- (40,000) -- -- -- (774) (774)
--------- ------ ---------- ---- -------- -------- ------- --------
Balances, December 31,
1996................... -- $ -- 18,910,923 $189 $ 99,388 $ 80,070 $(1,279) $178,368
Net income for the
year.................. -- -- -- -- -- 15,214 -- 15,214
Cash dividends ($0.13
per share)............ -- -- -- -- -- (2,562) -- (2,562)
Preferred dividends.... -- -- -- -- -- (742) -- (742)
Issuance of common
stock under:
employee stock
purchase plan........ -- -- 3,551 -- 97 -- -- 97
employee stock bonus
plan................. -- -- 11,300 -- 272 -- -- 272
Stock issued for
acquisition:
Common stock.......... -- -- 1,000,000 10 17,740 -- -- 17,750
Preferred stock....... 352,000 4 -- -- 17,596 -- -- 17,600
Exercise of stock
options............... -- -- 29,100 1 518 -- -- 519
--------- ------ ---------- ---- -------- -------- ------- --------
Balances, December 31,
1997................... 352,000 $ 4 19,954,874 $200 $135,611 $ 91,980 $(1,279) $226,516
========= ====== ========== ==== ======== ======== ======= ========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-5
<PAGE>

WABASH NATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net income.................................. $ 15,214 $ 3,638 $ 25,407
Adjustments to reconcile net income to net
cash provided by operating activities--
Depreciation and amortization.............. 16,623 15,289 11,504
Bad debt provision......................... 693 186 616
Deferred income taxes...................... 5,463 2,317 4,541
Change in operating assets and liabilities,
excluding effects of the acquisition--
Accounts receivable....................... (76,821) 6,183 (3,313)
Inventories............................... (51,181) (7,919) (57,712)
Prepaid expenses and other................ 2,293 (3,661) (4,370)
Accounts payable.......................... 24,928 (19,335) 3,900
Accrued liabilities....................... 6,218 757 (1,667)
Other assets.............................. 4,757 (3,421) (2,566)
--------- --------- ---------
Net cash used in operating activities... (51,813) (5,966) (23,660)
--------- --------- ---------
Cash Flows from Investing Activities:
Capital expenditures........................ (20,168) (11,211) (37,898)
Proceeds from sale and leaseback of
property, plant, and equipment............. 10,052 -- --
Investment in equipment leased to others.... (38,137) (41,275) (19,076)
Proceeds from sale of leased equipment and
finance contracts.......................... 73,524 17,706 9,149
Investment in finance contracts............. (25,561) (24,940) (20, 512)
Principal payments on finance contracts..... 5,403 4,844 3,279
Payments for RoadRailer technology.......... (1,464) (2,008) (275)
Investment in unconsolidated affiliate...... (6,230) -- --
Payment for purchase of Fruehauf, net of
cash acquired (Note 5)..................... (15,129) -- --
Other....................................... 121 172 (39)
--------- --------- ---------
Net cash used in investing activities... (17,589) (56,712) (65,372)
--------- --------- ---------
Cash Flows from Financing Activities:
Principal payments on long-term debt........ (14,855) (24,365) (9,895)
Proceeds from issuance of long-term debt.... 35,635 143,361 10,000
Borrowings under long-term revolver......... 418,599 398,100 311,420
Payments under long-term revolver........... (358,600) (448,100) (258,189)
Proceeds from issuance of common stock, net
of expenses................................ 888 142 538
Payment of cash dividends................... (2,431) (2,269) (1,895)
Payment of preferred dividends.............. (701) -- --
Purchase of treasury stock.................. -- (774) (505)
--------- --------- ---------
Net cash provided by financing
activities............................. 78,535 66,095 51,474
--------- --------- ---------
Net Increase (Decrease) in Cash............... 9,133 3,417 (37,558)
Cash and Cash Equivalents at the Beginning of
the Period................................... 5,514 2,097 39,655
--------- --------- ---------
Cash and Cash Equivalents at the End of the
Period....................................... $ 14,647 $ 5,514 $ 2,097
========= ========= =========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-6
<PAGE>

WABASH NATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF THE BUSINESS

Wabash National Corporation (the Company) designs, manufactures and markets
standard and customized truck trailers under the Wabash National and Fruehauf
trademarks. The Company is the leading manufacturer of composite trailers,
aluminum plate trailers and bimodal vehicles through its RoadRailer products.
The Company produces and sells aftermarket parts through its division, Wabash
National Parts, and its wholly-owned subsidiary, Fruehauf Trailer Services,
Inc. (FTSI). In addition to its aftermarket parts sales and service revenues,
FTSI distributes new and used trailers. The Company's other wholly-owned
subsidiaries include Wabash National Finance Corporation (the Finance Company)
and Continental Transit Corporation (Continental). The Finance Company
provides leasing and financing programs to its customers for new and used
trailers. Continental provides transportation services for the Company.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Basis of Consolidation

The consolidated financial statements reflect the accounts of the Company
and its subsidiaries. All significant intercompany accounts and transactions
have been eliminated. Investments in unconsolidated affiliates in which the
company exercises significant influence but not control are accounted for by
the equity method and the Company's share of net income or loss of its
affiliates is included in Other, net.

b. Significant Estimates

The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amount reported in its consolidated financial
statements and accompanying notes. Actual results could differ from these
estimates.

c. Cash and Cash Equivalents

Cash equivalents consist of highly liquid investments, which are readily
convertible into cash and have maturities of three months or less.

d. Allowance for Doubtful Accounts

Accounts receivable as shown in the accompanying Consolidated Balance Sheets
are net of allowance for doubtful accounts of $1,487,000, $1,686,000 and
$1,363,000 at December 31, 1997, 1996 and 1995, respectively.

e. Inventories

Inventories are priced at the lower of first-in, first-out (FIFO) cost or
market. Inventory costs include raw material, labor and overhead costs for
manufactured inventories. Used trailers are carried at the lower of their
estimated net realizable value or cost. Inventories consist of the following
(in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------
1997 1996
-------- --------
<S> <C> <C>
Raw materials and components.............................. $ 75,629 $ 66,819
Work in progress.......................................... 16,892 16,344
Finished goods............................................ 68,164 27,608
Aftermarket parts......................................... 25,386 5,826
Used trailers............................................. 25,288 23,418
-------- --------
$211,359 $140,015
======== ========
</TABLE>

F-7
<PAGE>

WABASH NATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

f. Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Depreciation is recorded
using the straight-line method over the estimated useful lives of the
depreciable assets. Estimated useful lives are 33 1/3 years for buildings and
building improvements and range from 3 to 10 years for machinery and
equipment. Maintenance and repairs are charged to expense as incurred.
Property, plant and equipment consist of the following (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1997 1996
-------- --------
<S> <C> <C>
Land..................................................... $ 17,828 $ 5,154
Buildings and improvements............................... 55,864 37,656
Machinery and equipment.................................. 66,685 60,852
Construction in progress................................. -- 1,373
-------- --------
140,377 105,035
Less--Accumulated depreciation........................... (31,579) (23,253)
-------- --------
$108,798 $ 81,782
======== ========
</TABLE>

g. Fair Values of Financial Instruments

Statement of Financial Accounting Standards (SFAS) No. 107, "Disclosures
About Fair Value of Financial Instruments," requires disclosure of fair value
information for certain financial instruments. The differences between the
carrying amounts and the estimated fair values, using the methods and
assumptions listed below, of the Company's financial instruments at December
31, 1997 and 1996 were immaterial.

Cash and Cash Equivalents, Trade Receivables and Trade Payables. The
carrying amounts reported in the Consolidated Balance Sheets approximate fair
value.

Long-Term Debt. The fair value of long-term debt, including current portion,
is estimated based on quoted market prices for similar issues or on the
current rates offered to the Company for debt of the same maturities. The
interest rates on the Company's bank borrowings under its long-term revolving
credit agreement are adjusted regularly to reflect current market rates. The
carrying values of the Company's long-term borrowings also approximate fair
value.

Forward Contracts. The Company enters into foreign currency forward
contracts (principally against the German deutschemark and the French franc)
to hedge the net receivable/payable position arising from trade sales
(including lease revenues) and purchases primarily with regard to the
Company's European RoadRailer operations. Gains and losses related to
qualifying hedges are deferred and included in the measurement of the related
transaction, when the hedged transaction occurs. The Company does not hold or
issue derivative financial instruments for speculative purposes. The fair
values of foreign currency contracts (used for hedging purposes) are estimated
by obtaining quotes from brokers. Foreign currency contracts to receive
approximately $14.0 million and $8.7 million at December 31, 1997, and 1996,
respectively, approximates fair market value at those dates.

h. Revenue Recognition

Revenues and costs are recognized as the related products and services are
accepted by the customer except in the case of direct finance or operating
leases. Revenues from direct finance leases are recognized over the term of
the lease at a constant rate of return. Revenues from operating leases are
recognized over the term of the lease on a straight-line basis in an amount
equal to the invoiced rentals.

F-8
<PAGE>

WABASH NATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

i. Income Taxes

The Company recognizes income taxes under the liability method of accounting
for income taxes. The liability method measures the expected tax impact of
future taxable income or deductions resulting from differences in the tax and
financial reporting bases of assets and liabilities reflected in the
Consolidated Balance Sheets.

j. Research and Development

Research and development expenses are charged to earnings as incurred, and
approximated $2,090,000, $1,206,000 and $1,567,000 in 1997, 1996 and 1995,
respectively.

k. Reclassifications

Certain items previously reported in specific consolidated financial
statement captions have been reclassified to conform with the 1997
presentation.

l. New Accounting Pronouncements

The Company currently accounts for its employee stock option plans using APB
Opinion No. 25, Accounting for Stock Issued to Employees, which results in no
charge to earnings when issued at fair market value. In 1995, the Financial
Accounting Standards Board (FASB) issued Statement of Financial Accounting
(SFAS) No. 123, Accounting for Stock-Based Compensation, which considers the
stock options as compensation expense to the Company based on their estimated
fair value at date of grant. Under this new standard, the Company has the
option of accounting for employee stock option plans as it currently does, or
it may use the new method. The Company intends to continue to use the existing
method, but has adopted the disclosure requirements of SFAS 123 within Note 7)
Stockholders' Equity.

In February 1997, the FASB issued SFAS No. 128 "Earnings Per Share." The new
Standard simplifies the computation of earnings per share (EPS), and requires
the presentation of two new amounts, basic and diluted earnings per share.
During 1997, the Company adopted SFAS 128 and restated its computation of EPS
for the periods 1997, 1996 and 1995. The conversion of the Series B Preferred
Stock would have been anti-dilutive and, therefore, was not considered in the
computation of diluted EPS. The adoption of this new Standard resulted in an
immaterial difference in its computation of basic and dilutive EPS.

In addition, in June 1997, the FASB issued SFAS No. 130, "Reporting
Comprehensive Income." This Statement is effective for fiscal periods
beginning after December 15, 1997 with early adoption permitted. The Company
is evaluating the effect this Statement will have on its financial reporting
and disclosures; however, the Statement will have no effect on the Company's
results of operations, financial position, capital resources or liquidity.

m. Business and Credit Concentrations

On November 4, 1997, the Company purchased a 25.1% equity interest in
Europaische Trailerzug Beteiligungsgessellschaft mbH (ETZ). ETZ is the
majority shareholder of Bayersriche Trailerzug Gesellschaft fur Bimodalen
Guterverkehr mbH (BTZ), a European RoadRailer operation based in Munich,
Germany. The Company paid approximately $6 million for its ownership interest
in ETZ. All premium associated with this purchase is being amortized over a
ten-year period. In addition, the Company recorded approximately $400,000 for
its share of ETZ's losses since the date of the Company's investment and such
losses are recorded in Other, net in the Consolidated Statements of Income.

F-9
<PAGE>

WABASH NATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

As of December 31, 1997, the Finance Company had approximately $20 million
recorded as Equipment Leased to Others consisting of RoadRailer equipment
specifically related to current or future operating lease arrangements with
BTZ. In addition, as of December 31, 1997, the Company is contingently liable
for up to four years as a guarantor of certain commitments to two separate
entities related to 1996 RoadRailer equipment sales to BTZ. These commitments
consist of standby letters of credit ($7.6 million) and a separate letter of
guarantee ($4 million). The contract amount of these letters of credit
approximate their fair value.

3. ACQUISITION

On April 16, 1997, the Company acquired substantially all of the remaining
assets of Fruehauf Trailer Corporation (Fruehauf), a manufacturer and marketer
of truck trailers and related parts. The purchase included assets consisting
of the Fruehauf and Pro Par(R) names, all patents and trademarks, retail
outlets in 31 major metropolitan markets, the aftermarket parts distribution
business based in Grove City, Ohio, a specialty trailer manufacturing plant in
Huntsville, Tennessee and a van manufacturing plant in Ft. Madison, Iowa.

For financial statement purposes the acquisition was accounted for as a
purchase and accordingly, Fruehauf's results are included in the consolidated
financial statements since the date of acquisition. The retail outlets operate
under the name of Fruehauf Trailer Services, Inc., a wholly owned subsidiary
of Wabash National Corporation. Aggregate consideration for this transaction
was approximately $50.5 million consisting of $15.1 million in cash from
credit facilities, $17.8 million in common stock and $17.6 million in
preferred stock. The fair value of the assets acquired was approximately $63.5
million and approximately $13.0 million of liabilities were assumed in
connection with this acquisition.

The following table reflects unaudited pro forma combined results of
operations of the Company and the acquired assets as if the acquisition had
occurred January 1, 1997 and January 1, 1996.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------
1997 1996
------------ ------------
(IN MILLIONS, EXCEPT
PER SHARE AMOUNTS)
(UNAUDITED)
<S> <C> <C>
Net sales........................................ $ 875.8 $ 820.5
Net income....................................... $ 14.7 $ (0.9)
Net income per common share...................... $ 0.69 $ (0.10)
</TABLE>

In management's opinion, the unaudited pro forma combined results of
operations are not indicative of the actual results that would have occurred
had the acquisition been consummated at the beginning of 1996 or at the
beginning of 1997 or of future operations of the combined companies under the
ownership and management of the Company.

4. LEASING AND FINANCE OPERATIONS

The Finance Company provides leasing and financing programs to customers for
new and used trailers. The Finance Company's lease revenues, excluding revenue
from the sale of leased trailers of $5.7 million, $44.4 million and $13.5
million, were $21.4 million, $13.7 million and $12.6 million during 1997, 1996
and 1995, respectively. Income before income taxes was $1.0 million, $2.5
million and $4.3 million in 1997, 1996 and 1995, respectively.

At December 31, 1997 and 1996, respectively, the Finance Company had $54.9
million and $80.9 million in long-term debt, comprised of $39.0 and $61.0
million in intercompany debt to the Company and $15.9 million and $19.9
million in debt due to third parties, of which $8.4 million and $0 was
guaranteed by the Company.

F-10
<PAGE>

WABASH NATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Also at December 31, 1997 and 1996, respectively, the Finance Company had
total assets of $107.1 million and $117.7 million, consisting primarily of
Equipment Held for Lease of $44.0 million and $63.8 million and Finance
Contacts, net of current portion, of $51.5 million and $43.9 million.

a. Equipment Held for Lease

The Finance Company has leased equipment to others under operating leases,
whereby revenue is recognized as lease payments are due from the customers and
the related costs are amortized over the equipment life. Equipment leased to
others is depreciated over the estimated useful life of the equipment, not to
exceed 11 years and no residual value, or in some cases, a depreciable life
equal to the term of the lease and a residual value equal to the estimated
market value at lease termination. Depreciation expense on equipment leased to
others was $8,374,000, $6,093,000 and $4,175,000 during 1997, 1996 and 1995,
respectively. Accumulated depreciation of equipment leased to others is
$9,596,000 and $10,435,000 at December 31, 1997 and 1996, respectively. Future
minimum lease payments to be received from these noncancellable operating
leases at December 31, 1997 are as follows (in thousands):

<TABLE>
<CAPTION>
AMOUNTS
-------
<S> <C>
1998................................................................. $ 7,796
1999................................................................. 4,181
2000................................................................. 3,712
2001................................................................. 3,276
Thereafter........................................................... 7,776
-------
$26,741
=======
</TABLE>

b. Finance Contracts

The Finance Company also provides financing contracts for the sale of
trailer equipment to certain of its customers. The financing is principally
structured in the form of finance leases, typically for a five-year term.
Finance contracts, as shown on the accompanying financial statements,
represent the minimum lease payments receivable plus the estimated residual
values less unearned interest. These estimated residual values and unearned
interest totalled approximately $7,250,000 and $8,608,000, respectively, at
December 31, 1997 and $7,545,000 and $10,212,000, respectively, at December
31, 1996. The future minimum lease payments to be received at December 31,
1997 are as follows (in thousands):

<TABLE>
<CAPTION>
AMOUNTS
-------
<S> <C>
1998................................................................. $ 7,329
1999................................................................. 7,077
2000................................................................. 6,366
2001................................................................. 5,304
Thereafter........................................................... 6,092
-------
$32,168
=======
</TABLE>

Additionally, the Finance Company participates in the contracts and leases
of a major finance company. This participation consists of the purchase of 20%
of the initial value of these contracts and leases by the Finance Company
along with some level of end of term residual value guarantee. The Finance
Company's 20% share of this participation was $13,002,000 and $1,347,000 as of
December 31, 1997 and 1996, respectively. End of term residual guarantees
related to these participations totaled $5,676,000 and $0 as of December 31,
1997 and 1996, respectively.

F-11
<PAGE>

WABASH NATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

c. Other

In certain situations, the Finance Company has sold equipment leased to
others to independent financial institutions, simultaneously leased the
equipment back, and guaranteed an end of term residual value to the financial
institutions. These end of term residual guarantees totaled $19,815,000 and
$10,621,000 as of December 31, 1997 and 1996, respectively. The income from
the sale of this equipment has been deferred and is being recognized over the
term of the financial arrangements. Rental payments made by the Finance
Company under these type of transactions totaled $4,900,000, $700,000 and
$1,400,000 during 1997, 1996 and 1995, respectively. The future minimum lease
payments to be paid by the Finance Company under these lease transactions at
December 31, 1997 are as follows (in thousands):

<TABLE>
<CAPTION>
AMOUNTS
-------
<S> <C>
1998................................................................. $ 7,817
1999................................................................. 7,817
2000................................................................. 7,817
2001................................................................. 7,817
Thereafter........................................................... 12,878
-------
$44,146
=======
</TABLE>

The future minimum lease payments to be received by the Finance Company under
these sublease arrangements, are $8.0 million in 1998, $4.4 million in 1999,
2000 and 2001, and $12.3 million thereafter.

Additionally, during 1997 the Finance Company sold certain finance contracts
in its portfolio with a full recourse provision. As a result of the recourse
provision, the Finance Company has reflected an asset and an offsetting
liability totaling $13,113,000 in the Company's Consolidated Balance Sheets as
a Finance Contract and Other Non-Current Liabilities and Contingencies. Such
amounts will be amortized over the life of the arrangement.

5. SUPPLEMENTAL CASH FLOW INFORMATION

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1997 1996 1995
-------- ------ -------
(IN THOUSANDS)
<S> <C> <C> <C>
Cash paid during the period for:
Interest, net of amounts capitalized................ $ 15,313 $8,825 $ 6,433
Income taxes........................................ 6,136 714 13,648
-------- ------ -------
Noncash investing and financing activities:
Finance contracts converted to operating leases..... 2,230 3,201 1,519
Operating leases converted to finance contracts..... 2,783 2,567 --
Used trailers transferred from inventory to
operations......................................... -- 2,198 --
Preferred stock issued for acquisition.............. 17,600 -- --
Common stock issued for acquisition................. 17,750 -- --
-------- ------ -------
Purchase of Fruehauf assets, net of cash acquired:
Accounts receivable, net............................ 13,955 -- --
Inventory........................................... 20,163 -- --
Prepaid expenses and other.......................... 4,072 -- --
Property, plant and equipment....................... 25,269 -- --
Current liabilities................................. (8,980) -- --
Non-current liabilities............................. (4,000) -- --
Stock issued........................................ (35,350) -- --
-------- ------ -------
Net cash paid to acquire Fruehauf..................... $(15,129) -- --
======== ====== =======
</TABLE>

F-12
<PAGE>

WABASH NATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

6. LONG-TERM DEBT

Long-term debt consists of the following (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1997 1996
--------- ---------
<S> <C> <C>
Revolving Bank Lines of Credit......................... $ 65,999 $ 6,000
Industrial Revenue Bonds............................... 385 735
Notes Payable.......................................... 19,644 23,514
Senior Notes........................................... 150,000 125,000
--------- ---------
236,028 155,249
Less-Current maturities.............................. (4,148) (3,942)
========= =========
$ 231,880 $ 151,307
========= =========
</TABLE>

A summary of the terms of the long-term debt agreements follows:

Revolving Bank Lines of Credit. On September 30, 1997, the Company replaced
its revolving credit facility. The new unsecured revolving bank line of credit
permits the Company to borrow up to $125 million. Under this facility, the
Company has the right to borrow until September 30, 2002, at which time the
principal amount then outstanding will be due and payable. Interest payable on
such borrowings is variable based upon the London interbank rate (LIBOR) plus
25 to 55 basis points, as defined, or a prime rate of interest, as defined.
The Company pays a quarterly commitment fee on the unused portion of this
facility at rates of 8.5 to 17.5 basis points per annum, as defined. As of
December 31, 1997, total borrowings under this facility was $65,999,000 at an
interest rate of 6.1%. In addition, standby letters of credit totaling
$8,368,000 have been issued in connection with the Company's Worker's
Compensation self-insurance program, its outstanding Industrial Revenue Bond
and its foreign sales transactions.

Industrial Revenue Bonds. These bonds bear interest at 7.5%. The final
principal payment of $385,000 is due in December, 1998. The bonds are secured
by land, buildings and equipment. The Company has a letter of credit of
$385,000 at December 31, 1997 to secure the bonds.

Notes Payable. Notes payable are term borrowings by the Finance Company
maturing from 1998 through 2003 from certain commercial banks and commercial
finance companies and are secured by equipment under lease and the underlying
leases. Notes amounting to $19,644,000 are at fixed annual percentage interest
rates ranging from 6.6% to 8.75%.

Senior Notes. On January 31, 1996, the Company issued $50 million of
unsecured notes due January 31, 2003. These Series A Senior Notes bear
interest at 6.41% with interest payments due semi-annually on July 31 and
January 31. On December 1, 1996, the Company completed the private placement
of $100 million Senior Notes due 2001-2008 of which $75 million were issued in
December 1996 and the remaining $25 million were issued in March, 1997. These
unsecured Senior Notes Series B-H bear interest at rates ranging from 6.99% to
7.55%. Interest payments are due in March, September and December.

As of December 31, 1997, $39 million of the Company's Senior Notes due 2008
were due from the Finance Company. The terms and conditions of the
intercompany loan to the Finance Company are identical to the terms and
conditions of the Senior Notes.

Covenants. Under the various loan agreements, the Company and the Finance
Company are required to meet certain covenants. These covenants require the
Company to maintain certain levels of net worth as well as

F-13
<PAGE>

WABASH NATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

comply with certain limitations on indebtedness, investments and sales of
assets. The Company and the Finance Company were in compliance with these
covenants at December 31, 1997.

Maturities of long-term debt at December 31, 1997, are as follows (in
thousands):

<TABLE>
<CAPTION>
AMOUNTS
--------
<S> <C>
1998................................................................ $ 4,148
1999................................................................ 3,761
2000................................................................ 4,128
2001................................................................ 12,004
2002................................................................ 91,966
Thereafter.......................................................... 120,021
--------
$236,028
========
</TABLE>

7. STOCKHOLDERS' EQUITY

a. Capital Stock

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1997 1996
----------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Preferred Stock--$.01 par value, 25,000,000 shares
authorized:
Series A Junior Participating Preferred Stock--
$0.01 par value, 300,000 shares authorized, 0
shares outstanding............................... -- --
Series B 6% Cumulative Convertible Exchangeable...
Preferred Stock, 352,000 and 0 shares authorized
and outstanding at December 31, 1997 and December
31, 1996 ($17.6 million aggregate liquidation
value)........................................... 4 --
---------- -----------
Total Preferred Stock........................... $ 4 $ --
========== ===========
Common Stock--$.01 par value, 75,000,000 shares
authorized, issued 19,954,874 and 18,910,923,
respectively....................................... $ 200 $ 189
========== ===========
</TABLE>

The Company's Series B 6% Cumulative Convertible Exchangeable Preferred
Stock is convertible at the discretion of the holder, at a rate of 2.3 shares
of Common Stock per share of Preferred Stock. This conversion is subject to
adjustment for dilutive issuances and changes in outstanding capitalization by
reason of a stock split, stock dividend or stock combination.

The Board of Directors has the authority to issue shares of unclassified
preferred stock and to fix dividends, voting and conversion rights, redemption
provisions, liquidation preferences and other rights and restrictions.

b. 1992 Stock Option Plan

During 1992, the Company adopted its 1992 Non-Qualified Stock Option Plan
(the Plan) under which options may be granted to officers and other key
employees of the Company and its subsidiaries. Under the terms of the Plan, up
to an aggregate of 1,750,000 shares are reserved for issuance, subject to
adjustment for stock dividends, recapitalizations and the like. Options
granted under the Plan become exercisable in five annual installments and
expire not more than ten years after the date of grant, except for non-
employee Directors of the Company in which options are fully vested on date of
grant and are exercisable six months thereafter.

F-14
<PAGE>

WABASH NATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The Company has elected to follow APB No. 25 in accounting for its stock
options and, accordingly, no compensation cost has been recognized for stock
options in the consolidated financial statements. Had compensation cost for
these plans been determined consistent with SFAS No. 123, the Company's net
income available to common would have been reduced to $13.8 million ($0.71 per
share) in 1997, $3.2 million ($0.17 per share) in 1996 and $25.3 million
($1.34 per share) in 1995.

Stock option activity during the periods indicated is as follows:

<TABLE>
<CAPTION>
WEIGHTED-
NUMBER OF AVERAGE
OPTIONS SHARES EXERCISE PRICE
------- --------- --------------
<S> <C> <C>
Outstanding at December 31, 1994.................... 394,600 $21.64
------- ------
Granted........................................... 171,100 33.38
Exercised......................................... (21,000) 22.19
Outstanding at December 31, 1995.................... 544,700 25.30
------- ------
Granted........................................... 178,200 20.59
Exercised......................................... (2,700) 17.54
Cancelled......................................... (74,700) 32.29
Outstanding at December 31, 1996.................... 645,500 23.25
------- ------
Granted........................................... 254,500 28.36
Exercised......................................... (29,100) 17.82
Cancelled......................................... (15,000) 17.58
Outstanding at December 31, 1997.................... 855,900 $25.05
======= ======
</TABLE>

The following table summarizes information about stock options outstanding
at December 31, 1997:

<TABLE>
<CAPTION>
WEIGHTED WEIGHTED WEIGHTED
RANGE OF AVERAGE AVERAGE NUMBER AVERAGE
EXERCISE NUMBER REMAINING EXERCISE EXERCISABLE EXERCISE
PRICES OUTSTANDING LIFE PRICE AT 12/31/97 PRICE
-------- ----------- --------- -------- ----------- --------
<S> <C> <C> <C> <C> <C>
$17.50 to $22.49 386,900 7.3 yrs $18.95 240,348 $17.68
$22.50 to $33.49 469,000 8.8 yrs $30.09 104,656 $29.06
</TABLE>

Using the Black-Scholes option valuation model, the estimated fair values of
options granted during 1997, 1996 and 1995 were $14.67, $10.39, and $17.26 per
share respectively. Principal assumptions used in applying the Black-Scholes
model were as follows:

<TABLE>
<CAPTION>
BLACK-SCHOLES MODEL ASSUMPTIONS 1997 1996 1995
------------------------------- ----- ----- -----
<S> <C> <C> <C>
Risk-free interest rate................................. 6.15% 6.40% 6.10%
Expected volatility..................................... 40.13% 41.30% 41.10%
Expected dividend yield................................. 0.40% 0.58% 0.36%
Expected term........................................... 7 yrs 7 yrs 7 yrs
</TABLE>

c. 1993 Employee Stock Purchase Plan

During 1993, the Company adopted its 1993 Employee Stock Purchase Plan (the
"Purchase Plan") which enables eligible employees of the Company to purchase
shares of the Company's $.01 par value common stock. Eligible employees may
contribute up to 15% of their eligible compensation toward the semi-annual
purchase of common stock. The employees' purchase price is based on the fair
market value of the common stock on the date of purchase. No compensation
expense is recorded in connection with the Plan. During 1997, 3,551 shares

F-15
<PAGE>

WABASH NATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

were issued to employees at a weighted average price of $27 per share. At
December 31, 1997, there were approximately 285,149 shares available for
offering under this Plan.

d. Stock Bonus Plan

During 1997, the Company adopted its Stock Bonus Plan (the "Bonus Plan").
Under the terms of the Plan, common stock may be granted to employees under
terms and conditions as determined by the Board of Directors. During 1997,
11,300 shares were issued to employees at a weighted average price of $24. At
December 31, 1997 there were approximately 488,700 shares available for
offering under this Bonus Plan.

8. STOCKHOLDERS' RIGHTS PLAN

On November 7, 1995, the Board of Directors adopted a Stockholder Rights
Plan (the "Rights Plan"). The Rights Plan is designed to deter coercive or
unfair takeover tactics, to prevent a person or group from gaining control of
the Company without offering fair value to all shareholders and to deter other
abusive takeover tactics which are not in the best interest of stockholders.

Under the terms of the Rights Plan, each share of common stock is
accompanied by one right; each right entitles the stockholder to purchase from
the Company, one one-thousandth of a newly issued share of Series A Preferred
Stock at an exercise price of $120.

The rights become exercisable ten days after a public announcement that an
acquiring person or group (as defined in the Plan) has acquired 20% or more of
the outstanding Common Stock of the Company (the Stock Acquisition Date) or
ten days after the commencement of a tender offer which would result in a
person owning 20% or more of such shares. The Company can redeem the rights
for $.01 per right at any time until ten days following the Stock Acquisition
Date (the 10-day period can be shortened or lengthened by the Company). The
rights will expire in November, 2005, unless redeemed earlier by the Company.

If, subsequent to the rights becoming exercisable, the Company is acquired
in a merger or other business combination at any time when there is a 20% or
more holder, the rights will then entitle a holder to buy shares of the
Acquiring Company with a market value equal to twice the exercise price of
each right. Alternatively, if a 20% holder acquires the Company by means of a
merger in which the Company and its stock survives, or if any person acquires
20% or more of the Company"s Common Stock, each right not owned by a 20% or
more shareholder, would become exercisable for Common Stock of the Company
(or, in certain circumstances, other consideration) having a market value
equal to twice the exercise price of the right.

9. EMPLOYEE 401(K) SAVINGS PLAN

Substantially all of the Company"s employees are eligible to participate in
the 401(k) Savings Plan which provides for Company matching under various
formulas. The Company"s matching expense for the plan was $961,000, $994,000
and $750,000 for the years ended December 31, 1997, 1996, and 1995,
respectively.

10. INCOME TAXES

a. Provisions for Income Taxes

The consolidated income tax provision for 1997, 1996 and 1995 consists of
the following components (in thousands):

<TABLE>
<CAPTION>
1997 1996 1995
------- ------ -------
<S> <C> <C> <C>
Current:
Federal............................................ $ 3,862 $ (801) $ 9,382
State.............................................. 1,250 (201) 979
Deferred............................................. 5,464 3,399 4,541
------- ------ -------
$10,576 $2,397 $14,902
======= ====== =======
</TABLE>

F-16
<PAGE>

WABASH NATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The Company's effective income tax rates were 41.0%, 39.7% and 37.0% of pre-
tax income for 1997, 1996 and 1995, respectively, and differed from the U.S.
Federal Statutory rate of 35% due primarily to State taxes. In 1995, the
Company recorded a $1.5 million state income tax credit as a result of
property improvements eligible for income tax credit from the State of
Indiana.

b. Deferred Taxes

Deferred income taxes are primarily due to temporary differences between
financial and income tax reporting for the depreciation of property, plant and
equipment and equipment under lease, the recognition of warranty expense,
payments made in connection with the acquisition of the RoadRailer technology
(and the amortization thereof) and the recognition of income from assets under
finance leases. The long-term deferred tax liabilities were $26,440,000 and
$22,879,000 and current prepaid income tax assets were $1,270,000 and
$3,173,000 as of December 31, 1997 and 1996, respectively.

The components of deferred tax assets and deferred tax liabilities and of
December 31, 1997 and 1996, are as follows (in thousands of dollars):

<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
Deferred tax assets:
Rentals on Finance Leases................................ $12,137 $ 9,014
Other.................................................... 7,461 5,728
Deferred tax liabilities:
Book-Tax Basis Differences--Property, Plant, and
Equipment............................................... 32,581 24,410
Earned Finance Charges on Finance Leases................. 5,359 4,058
RoadRailer Acquisition Payments/Amortization............. 2,469 2,381
Other.................................................... 4,359 3,599
------- -------
Net deferred tax liability................................. $25,170 $19,706
======= =======
</TABLE>

11. SIGNIFICANT CUSTOMERS

For the year ended December 31, 1997, no customer represented more than 10%
of the Company's net sales. In 1996, the two largest customers accounted for
15% and 13% of net sales, and in 1995 the largest customer accounted for 13%
of net sales. No other customer represented more than 10% of the Company's net
sales in 1996 and 1995.

12. COMMITMENTS AND CONTINGENCIES

a. Litigation

There are certain lawsuits and claims pending against the Company which
arose in the normal course of business. In the opinion of management, none of
these actions are expected to have a material adverse effect on the Company's
financial position or results of operations.

b. Environmental

The Company generates and handles certain material, wastes and emissions in
the normal course of operations that are subject to various and evolving
Federal, state and local environmental laws and regulations.

The Company assesses its environmental liabilities on an on-going basis by
evaluating currently available facts, existing technology, presently enacted
laws and regulations as well as experience in past treatment and

F-17
<PAGE>

WABASH NATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

remediation efforts. Based on these evaluations, the Company estimates a lower
and upper range for the treatment and remediation efforts and recognizes a
liability for such probable costs based on the information available at the
time. The potential estimated exposure for such costs ranges from
approximately $1 million to approximately $7 million. As of December 31, 1997,
the Company has a reserve of approximately $4.5 million, recorded as Other
Non-Current Liabilities and Contingencies, for the costs of environmental
remediation projects to address soil and ground water contamination at certain
of its facilities as well as the costs of removing underground storage tanks
at its branch service locations. The possible recovery of insurance proceeds
has not been considered in the Company's estimated contingent environmental
costs.

The Company has certain costs associated with the remediation of affected
soils at its Lafayette manufacturing facility which resulted from the
manufacturing activities of the facility's previous bankrupt owner, National
Enterprises, Inc. These remediations efforts, which began in June 1991, are
being conducted voluntarily pursuant to a Work Plan approved by the Indiana
Department of Environmental Management. Although sufficient data have not been
generated to conclude if the remediation efforts will achieve cleanup
objectives imposed by the regulatory agencies, and what the ultimate costs
will be, the costs to date have not been material. The Company does not
anticipate significant costs to be incurred to satisfy ongoing soil
remediation efforts related to this site.

Future information and developments will require the Company to continually
reassess the expected impact of these environmental matters. However, the
Company has evaluated its total environmental exposure based on currently
available data and believes that compliance with all applicable laws and
regulations will not have a materially adverse effect on the financial
position or operations of the Company.

c. Royalty Payments

Beginning in the first quarter of 1998 and extending through 2007, the
Company is obligated to make quarterly royalty payments in accordance with a
licensing agreement related to the development of the Company's composite
plate material used on its proprietary DuraPlate trailer. The amount of the
payments varies with the production volume of usable material, but requires
minimum royalties of $500,000 annually through 2005.

d. Operating Leases

The Company leases office space, manufacturing, warehouse and service
facilities and equipment under operating leases expiring through 2002. Future
minimum lease payments required under operating leases as of December 31, 1997
were as follows (in thousands):

<TABLE>
<CAPTION>
AMOUNTS
-------
<S> <C>
1998................................................................. $4,230
1999................................................................. 3,406
2000................................................................. 2,807
2001................................................................. 2,445
2002................................................................. 67
</TABLE>

Total rental expense under operating leases was $2,550,000, $1,336,000 and
$1,121,000 for the years ended December 31, 1997, 1996 and 1995, respectively.

F-18
<PAGE>

WABASH NATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

13. QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
-------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE)
<S> <C> <C> <C> <C>
1997
Net sales................................ $135,087 $196,407 $246,403 $268,185
Gross profit............................. 8,033 14,710 21,167 23,552
Net income............................... 869 2,842 5,052 6,451
Basic Earnings per share................. $ 0.05 $ 0.13 $ 0.24 $ 0.31
Diluted Earnings per share............... $ 0.05 $ 0.13 $ 0.24 $ 0.31
1996
Net sales................................ $161,222 $140,606 $161,303 $168,361
Gross profit............................. 9,069 5,880 6,107 7,803
Net income............................... 2,204 102 95 1,237
Basic Earnings per share................. $ 0.12 $ 0.01 $ 0.01 $ 0.07
Diluted Earnings per share............... $ 0.12 $ 0.01 $ 0.01 $ 0.07
</TABLE>

F-19
<PAGE>

Photographs depicting: (i) Map of the United States showing Wabash business
locations, retail branch locations and proposed retail branch locations; (ii) a
retail branch location and (iii) a flatbed trailer.

<PAGE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

NO DIRECTOR, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED IN CONNECTION
WITH THE OFFERINGS MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFOR-
MATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
THE COMPANY OR THE U.S. UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OF-
FERED HEREBY TO ANY PERSON OR BY ANYONE IN ANY JURISDICTION IN WHICH IT IS UN-
LAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PRO-
SPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE
SUBSEQUENT TO THE DATE HEREOF.

---------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary....................................................... 3
Risk Factors............................................................. 8
Use of Proceeds.......................................................... 10
Price Range of Common Stock.............................................. 10
Dividend Policy.......................................................... 11
Capitalization........................................................... 11
Selected Financial and Operating Data.................................... 12
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 13
Business................................................................. 18
Management............................................................... 27
Principal Stockholders................................................... 29
Underwriting............................................................. 30
Legal Matters............................................................ 33
Experts.................................................................. 33
Available Information.................................................... 33
Incorporation of Certain Documents by Reference.......................... 33
Financial Statements..................................................... F-1
</TABLE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

3,000,000 SHARES

LOGO

COMMON STOCK

---------------

PROSPECTUS

---------------

MERRILL LYNCH & CO.
BT ALEX. BROWN
ROBERT W. BAIRD & CO.
INCORPORATED

MORGAN KEEGAN & COMPANY, INC.

, 1998

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH
THE OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION
NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COM-
PANY OR THE INTERNATIONAL UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY OF THE SECURITIES OF-
FERED HEREBY TO ANY PERSON OR BY ANYONE IN ANY JURISDICTION IN WHICH IT IS UN-
LAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PRO-
SPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE
SUBSEQUENT TO THE DATE HEREOF.

---------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary....................................................... 3
Risk Factors............................................................. 8
Use of Proceeds.......................................................... 10
Price Range of Common Stock.............................................. 10
Dividend Policy.......................................................... 11
Capitalization........................................................... 11
Selected Financial and Operating Data.................................... 12
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 13
Business................................................................. 18
Management............................................................... 27
Principal Stockholders................................................... 29
Underwriting............................................................. 30
United States Taxation of Foreign Shareholders........................... 33
Legal Matters............................................................ 37
Experts.................................................................. 37
Available Information.................................................... 37
Incorporation of Certain Documents by Reference.......................... 37
Financial Statements..................................................... F-1
</TABLE>

3,000,000 SHARES

LOGO

COMMON STOCK

---------------

PROSPECTUS

---------------

MERRILL LYNCH INTERNATIONAL
BT ALEX. BROWN INTERNATIONAL
ROBERT W. BAIRD & CO.
INCORPORATED
MORGAN KEEGAN & COMPANY, INC.

, 1998

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the fees and expenses in connection with the
issuance and distribution of the securities being registered hereunder. Except
for the SEC registration fee, all amounts are estimates.

<TABLE>
<S> <C>
SEC registration fee............................................ $ 30,696
NASD filing fee................................................. 12,500
Accounting fees and expenses.................................... 50,000
Legal fees and expenses......................................... 50,000
Printing and engraving expenses................................. 75,000
Transfer agent's and registrar's fees and expenses.............. 11,804
Miscellaneous expenses, including Listing Fees.................. 100,000
--------
Total......................................................... $330,000
========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors
and officers under certain circumstances for liabilities incurred in
connection with their activities in such capacities (including reimbursement
for expenses incurred). Article TENTH of the Registrant's Certificate of
Incorporation provides that the Registrant will indemnify its directors and
officers to the fullest extent permitted by law and that directors shall not
be liable for monetary damages to the Registrant or its stockholders for
breach of fiduciary duty, except to the extent not permitted under Delaware
General Corporation Law.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
1.01 Proposed form of U.S. Purchase Agreement (previously filed)
1.02 Proposed form of International Purchase Agreement (to be filed by
amendment)
3.01 Certificate of Incorporation of the Company (incorporated by reference
to Exhibit 3.01, Registration Statement on Form S-1, SEC File No. 33-
42810)
3.02 By-laws of the Company (incorporated by reference to Exhibit 3.03 of
the Company's Registration Statement on Form S-1, SEC File No. 33-
42810)
4.01 Specimen Stock Certificate (incorporated by reference to Exhibit 4.01
of the Company's Registration Statement on Form S-1, Sec File No. 33-
42810)
4.02 Rights Agreement dated December 4, 1995 (incorporated by reference to
Exhibit 1 of the Company's Form 8-A filed with the Commission on
December 7, 1995)
4.03 Certificate of Designation of Series A Junior Participating Preferred
Stock (incorporated by reference to Form 8-A, filed with the
Commission on December 7, 1995)
4.04 Certificate of Designation of Series B 6% Cumulative Convertible
Exchangeable Preferred Stock (incorporated by reference to Exhibit
3.04 to the Company's Form 10-Q for the quarter ended March 31, 1997)
4.05 Specimen Certificate for Series B 6% Cumulative Convertible
Exchangeable Preferred Stock (incorporated by reference to Exhibit
4.05 to the Company's Form 10-Q for the quarter ended March 31, 1997)
5.01 Opinion of Hogan & Hartson L.L.P. as to the legality of the securities
being registered (previously filed)
23.01 Consent of Hogan & Hartson L.L.P. (contained in Exhibit 5.01)
(previously filed)
23.02 Consent of Arthur Andersen LLP (previously filed)
24.01 Power of Attorney (contained on signature page) (previously filed)
</TABLE>
- --------
*filed herewith

II-1
<PAGE>

(b) Financial Statement Schedules.

All schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under
the related instructions or are inapplicable, and therefore have been omitted.

ITEM 17. UNDERTAKINGS.

(a) 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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.

(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant
will, unless in the opinion of its 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.

(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as a part
of this Registration Statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
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.

II-2
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE COUNTY OF TIPPECANOE, STATE OF INDIANA ON MARCH 30, 1998.

WABASH NATIONAL CORPORATION

/s/ Donald J. Ehrlich
By: _________________________________
Donald J. Ehrlich
Chief Executive Officer,
President and Chairman of the
Board of Directors

POWER OF ATTORNEY

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 dates indicated.

Chief Executive
/s/ Donald J. Ehrlich* Officer, President and Date: March 30, 1998
Chairman of the Board
- ----------------------------- of Directors
DONALD J. EHRLICH

Vice President--Chief
/s/ Mark R. Holden* Financial Officer and Date: March 30, 1998
- ----------------------------- Director (Principal
MARK R. HOLDEN Financial Officer and
Principal Accounting
Officer)

Vice President and
/s/ Richard E. Dessimoz* Director Date: March 30, 1998

- -----------------------------
RICHARD E. DESSIMOZ

Director
/s/ John T. Hackett* Date: March 30, 1998
- -----------------------------
JOHN T. HACKETT

Director
/s/ E. Hunter Harrison* Date: March 30, 1998

- -----------------------------
E. HUNTER HARRISON

Director
/s/ Ludvik F. Koci* Date: March 30, 1998
- -----------------------------
LUDVIK F. KOCI

Amy Bowerman Freed

By: ____________________

Attorney-in-Fact

II-3