<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Section 240.14a-11(c) or Section 240.14a-12
Wabash National Corporation
-------------------------------
(Name of Registrant as Specified In Its Charter)
----------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction applies
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined)
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number or the Form or Schedule and the date of its filing.
1) Amount previously paid:
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4) Date Filed:
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Notes:
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<PAGE> 2
WABASH NATIONAL CORPORATION
1000 SAGAMORE PARKWAY SOUTH
LAFAYETTE, INDIANA 47905
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The 1998 Annual Meeting of Stockholders of Wabash National Corporation
will be held at the University Inn, West Lafayette, Indiana on Monday, May 4,
1998, at 3:00 p.m. for the following purposes:
1. To elect six members of the Board of Directors.
2. To consider and act upon such other business as
may properly come before the meeting.
Whether or not you expect to attend the meeting, you are requested to
sign, date and return the enclosed proxy as promptly as possible in the
enclosed stamped envelope.
By Order of the Board of Directors
JOHN R. GAMBS
Secretary
Lafayette, Indiana
March 31, 1998
<PAGE> 3
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS--MAY 4, 1998
This Proxy Statement is furnished on or about March 31, 1998 to
stockholders of Wabash National Corporation (the "Corporation"), 1000 Sagamore
Parkway South, Lafayette, Indiana 47905, in connection with the solicitation by
the Board of Directors of the Corporation of proxies to be voted at the Annual
Meeting of Stockholders to be held at the University Inn, West Lafayette,
Indiana on Monday, May 4, 1998. The stockholder giving the proxy has the power
to revoke the proxy at any time before it is exercised. Such right of
revocation is not limited by or subject to compliance with any formal
procedure.
The cost of soliciting proxies will be borne by the Corporation. Copies
of solicitation material may be furnished to brokers, custodians, nominees and
other fiduciaries for forwarding to beneficial owners of shares of the
Corporation's Common Stock, and normal handling charges may be paid for such
forwarding service. Solicitation of proxies may be made by mail, personal
interview, telephone and telegraph by officers and other management employees
of the Corporation, who will receive no additional compensation for their
services.
At the close of business on February 28, 1998, there were 19,955,874
shares of the Common Stock of the Corporation outstanding and entitled to vote
at the meeting. Only stockholders of record on March 16, 1998 will be entitled
to vote at the meeting, and each share will have one vote.
ELECTION OF DIRECTORS
Six directors are to be elected for terms of one year or until their
successors are duly elected and qualified. Proxies representing shares held on
the record date which are returned duly executed will be voted, unless
otherwise specified, in favor of the six nominees for the Board of Directors
named below. All such nominees are currently directors of the Corporation.
Each of the nominees has consented to be named herein and to serve on the Board
if elected.
The name, age, business experience, current committee memberships and
directorships of each nominee for director are as follows:
Richard E. Dessimoz........Age 50
Vice President of the Corporation and Chief
Executive Officer of Wabash National Finance
Corporation since its inception in December 1991.
Prior to his employment by the Corporation, he was
employed since 1989 by Premier Equipment Leasing
Company (an 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.
Donald J. Ehrlich..........Member--Executive Committee
Age 60
President and Chief Executive Officer of the
Corporation since its founding and Chairman of the
Board since May 1995. Mr. Ehrlich is also a
director of Danaher Corporation, a diversified
manufacturer and Indiana Secondary Market
Corporation.
John T. Hackett............Member--Audit, Executive and Compensation Committees
Age 65
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 and is Chairman of the Board of
Indiana Secondary Market Corporation.
1
<PAGE> 4
E. Hunter Harrison.........Member--Audit Committee
Age 53
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.
Mark R. Holden.............Member--Executive Committee
Age 38
Vice President and Chief Financial Officer of the
Corporation since March, 1995. He previously served
as Vice President and Controller of the Corporation.
Prior to his employment by the Corporation in
December 1992, Mr. Holden was employed by Arthur
Andersen LLP from 1981 to December 1992.
Ludvik F. Koci.............Member--Audit Committee and Compensation Committees
Age 61
Vice Chairman of Detroit Diesel Corporation in
Detroit, Michigan. He previously served as
President and prior to that Executive Vice President
of Detroit Diesel. 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.
Donald J. Ehrlich is the brother of Charles R. Ehrlich and Rodney P.
Ehrlich, executive officers of the Corporation.
BOARD COMMITTEES
The Board of Directors has established a Compensation Committee, an
Executive Committee and an Audit Committee.
The Compensation Committee is responsible for determining the
Corporation's Compensation policies for executive officers and for
administering the Corporation's 1992 Stock Option Plan pursuant to the
provisions of the Plan. This Committee met once during 1997.
The Executive Committee is responsible for exercising the authority of the
Board of Directors, to the extent permitted by law and the by-laws of the
Corporation, in the interval between meetings of the Board when an emergency
issue or scheduling makes it difficult to convene all directors. This
Committee met once during 1997.
The Audit Committee is responsible for recommending the selection of
independent accountants, reviewing the independent accountants' assessments of
the adequacy of the Corporation's internal control system and reviewing the
scope and results of the external audit process. This Committee met twice
during 1997.
ATTENDANCE AT MEETINGS
During 1997, the Board of Directors of the Corporation held six meetings.
All directors of the Corporation attended 75% or more of all Board meetings and
meetings of committees on which they served in that year.
DIRECTORS' FEES
Directors who are not officers or otherwise affiliated with the
Corporation receive $1,500 per calendar quarter and $500 for each meeting of
the Board attended. All directors are reimbursed for their expenses for any
meeting attended. During 1997, directors who were not officers of the
Corporation each received 1,500 stock options. Options granted had an exercise
price of $18.375 per share, which was the fair market value at the time of
grant. Options granted to Directors vest on the date of grant and are
exercisable beginning six months thereafter.
2
<PAGE> 5
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Securities Exchange Act of 1934 requires the Corporation's directors,
executive officers and 10% stockholders to file reports of ownership of equity
securities of the Corporation. To the Corporation's knowledge, based solely on
review of the copies of such reports furnished to the Corporation during the
year ended December 31, 1997 all of such required filings were made on a timely
basis.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth certain information as of February 28, 1998
(unless otherwise specified) 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, each nominee for director, each Named Officer (as
defined below), and all directors and executive officers as a group:
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
NAME AND ADDRESS
NAME AND ADDRESS BENEFICIALLY PERCENT
OF BENEFICIAL OWNER OWNED (1) OF CLASS
------------------- ----------------- --------
<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) *
Charles R. Ehrlich ............................................ 34,440(5) *
Rodney P. Ehrlich ............................................. 36,890(6) *
Lawrence J. Gross ............................................. 27,390(4) *
Mark R. Holden ................................................ 18,240(6) *
John T. Hackett ............................................... 13,300(7) *
E. Hunter Harrison ............................................ 12,000(7) *
Ludvik F. Koci ................................................ 13,000(7) *
All Executive Officers and Directors as a group (14 persons) .. 702,582 3.5%
</TABLE>
* Less than one percent.
3
<PAGE> 6
(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.
(4) Includes currently exercisable options to purchase 24,840 shares.
(5) Includes currently exercisable options to purchase 15,840 shares.
(6) Includes currently exercisable options to purchase 18,240 shares.
(7) Includes currently exercisable options to purchase 12,000 shares.
COMPENSATION
EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation for
services in all capacities to the Corporation for the fiscal years ended
December 31, 1997, 1996 and 1995 of the Chief Executive Officer and the other
four most highly compensated executive officers of the Corporation as of
December 31, 1997 (the "Named Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AEARDS ALL OTHER
ANNUAL COMPENSATION SECURITIES UNDERLYING COMPENSATION(1)
NAME AND PRINCIPAL ------------------- --------------------- ---------------
POSITION YEAR SALARY BONUS(2) OPTIONS(#) 401(K) INSURANCE
------------------ ---- ------ ------- ---------- ------ ---------
<S> <C> <C> <C> <C> <C> <C>
Donald J. Ehrlich ........................ 1997 $400,000 $285,600 65,000 $2,850 $2,106
President and Chief Executive Officer 1996 $350,000 $0 3,200 $2,850 $1,350
1995 $350,000 $174,195 50,000 $2,864 $1,350
Richard E. Dessimoz ...................... 1997 $177,650 $90,601 10,000 $2,665 $864
Vice President of the Corporation and CEO- 1996 $164,000 $0 3,200 $2,442 $522
Wabash National Finance Corporation 1995 $141,167 $50,185 8,000 $2,734 $522
Lawrence J. Gross ........................ 1997 $177,650 $90,601 10,000 $2,665 $306
Vice President-Marketing 1996 $164,000 $0 3,200 $2,446 $306
1995 $141,167 $50,185 8,000 $2,626 $306
Mark R. Holden ........................... 1997 $177,650 $90,601 10,000 $2,665 $198
Vice President-Chief Financial Officer 1996 $157,812 $0 3,200 $2,331 $198
1995 $126,042 $44,808 8,000 $1,891 $198
Rodney P. Ehrlich ........................ 1997 $167,200 $85,272 10,000 $2,665 $864
Vice President-Engineering 1996 $151,563 $0 3,200 $2,248 $864
1995 $126,042 $44,808 8,000 $2,344 $522
</TABLE>
(1) "All Other Compensation" consists of (i) contributions to the
Corporation's 401(k) Plan on behalf of all of the Named Officers, and
(ii) payments by the Corporation with respect to term life insurance for
the benefit of the Named Officers.
(2) See the Report on Executive Compensation below for a description of the
Bonus Plan.
4
<PAGE> 7
OPTION GRANTS
Shown below is information on grants to the Named Officers of stock
options pursuant to the Corporation's 1992 Stock Option Plan during the year
ended December 31, 1997.
<TABLE>
<CAPTION>
Individual Grants
---------------------------------------------------------------------------------------
POTENTIAL REALIZABLE VALUE AT
NUMBER OF PERCENTAGE OF ASSUMED ANNUAL RATES OF
SECURITIES TOTAL OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM (3)
OPTIONS EMPLOYEES BASE PRICE EXPIRATION --------------------------------
NAME GRANTED(1) IN 1997 (PER SHARE)(2) DATE 5%($) 10%($)
- ---- ---------- ------------- -------------- ---------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Donald J. Ehrlich .... 65,000 25.5% $28.75 9/16/07 $3,043,996 $4,847,056
Richard E. Dessimoz .. 10,000 3.9% $28.75 9/16/07 468,307 745,700
Lawrence J. Gross .... 10,000 3.9% $28.75 9/16/07 468,307 745,700
Mark R. Holden ....... 10,000 3.9% $28.75 9/16/07 468,307 745,700
Rodney P. Ehrlich .... 10,000 3.9% $28.75 9/16/07 468,307 745,700
</TABLE>
(1) Options become exercisable ratably beginning one year from date of
grant through five years of date of grant.
(2) Options were granted having exercise prices at fair market value on
the date of grant.
(3) The dollar amounts set forth under these columns are the result of
calculations of assumed annual rates of stock price appreciation from
September 16, 1997 (the date of grant) to September 16, 2007 (the date
of expiration of such options) of 5% and 10%. These assumptions are not
intended to forecast future appreciation of the Corporation's stock
price. The Corporation's stock price may increase or decrease in value
over the time period set forth above.
OPTION FISCAL YEAR-END VALUES
Shown below is information with respect to the unexercised options to
purchase the Corporation's Common Stock granted under the 1992 Stock Option
Plan, as amended. None of the Named Officers exercised any stock options
during the fiscal year ended December 31, 1997.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
HELD AT DECEMBER 31, 1997 AT DECEMBER 31, 1997 (1)
---------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Donald J. Ehrlich ............... 140,640 152,560 $657,490 $187,023
Richard E. Dessimoz ............. 24,840 18,860 238,998 40,446
Lawrence J. Gross ............... 24,840 18,860 238,998 40,446
Mark R. Holden .................. 18,240 17,960 166,348 30,675
Rodney P. Ehrlich ............... 18,240 17,960 166,348 30,675
</TABLE>
(1) Based on the closing price on the New York Stock Exchange-Composite
Transactions of the Corporation's Common Stock on that date ($28.4375
per share).
5
<PAGE> 8
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
During 1997, decisions on cash compensation and stock options of the
Corporation's executive officers were made by the Compensation Committee of
the Board of Directors, which has furnished the following report on its
policies. This report is not deemed to be "soliciting material" or to be
"filed" with the Securities and Exchange Commission (the "SEC") or subject to
the SEC's proxy rules or to the liabilities of Section 18 of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and the report shall not
be deemed to be incorporated by reference into any prior or subsequent filing
by the Corporation under the Securities Act of 1933, as amended or the 1934
Act.
Compensation Policies Toward Executive Officers
The Corporation's executive compensation policies are intended to provide
competitive levels of compensation that reflect the Corporation's annual and
long-term performance goals, reward superior corporate performance, and assist
the Corporation in attracting and retaining qualified executives. Total
compensation for each of the Named Officers as well as the other executive
officers is comprised of three principal components: base salary, annual
incentive compensation and grants of options to purchase the Corporation's
Common Stock.
Base Salary. Each year the Compensation Committee fixes the base
salaries of each of the executive officers and that of the Chief Executive
Officer based on available competitive compensation data and the Compensation
Committee's assessment of each officer's past performance and its expectation
as to future contributions.
Annual Bonus Plan. The amount of annual bonuses paid to the executive
officers under the Corporation's bonus program (the "Bonus Plan") depends
mainly upon whether, and the extent to which, the Corporation achieved certain
pre-established working capital, profit and specific strategic objectives.
Under the Bonus Plan, the Corporation has established for each participant a
percentage of his annual base salary which is to be the participant's standard
bonus percentage (the "Standard Bonus Percentage"). The Standard Bonus
Percentages are reviewed each year by the Compensation Committee and changes
are made when deemed necessary.
Generally, if the Corporation achieves its working capital, profit and
specific strategic objectives, each Bonus Plan participant will accrue a bonus
for the year which is equal to his Standard Bonus Percentage of his base pay
for the year. If the Corporation's performance is 25% below its objectives,
each participant accrues a bonus equal to half of his Standard Bonus
Percentage of base pay. If the Corporation's performance is 10%, 20%, 30%,
40%, or 50% above its objectives, each participant accrues a bonus equal to
120%, 140%, 160%, 180% or 200% of his Standard Bonus Percentage of base pay,
respectively. Bonuses are prorated for Corporation performance which falls
between these achievement percentages. After the bonus percentage is computed
for each Bonus Plan participant, the Compensation Committee may in its
discretion increase or decrease the percentage, based upon individual
performance. Bonuses are paid to participants in the calendar year following
the year in which bonuses are accrued by the participants. For 1997, the
Corporation achieved 101% of its targeted objectives and each executive
officer received a bonus equal to 102% of his Standard Bonus Percentage.
Bonuses for 1995, 1996 and 1997 for each of the Named Officers appear under
the caption "Bonus" in the Summary Compensation Table on page 4.
Long Term Compensation Through Stock Options. In 1992, the Corporation
adopted its 1992 Stock Option Plan (the "1992 Plan") to provide for
discretionary grants of stock options to employees as a means of achieving the
goal of creating long-term compensation incentives. During 1997, the 1992
Plan was administered by the Compensation Committee. Options granted to
employees under the 1992 Plan vest cumulatively to the extent of one-fifth of
the amount granted on each of the first five anniversary dates of the date of
effectiveness of such grants. Individual option grants were made by the
Compensation Committee based upon the Compensation Committee's deliberations
as to the individual's contribution to the Corporation, overall level of
compensation and seniority. Options granted in 1997 had an exercise price of
$28.75 per share, which was the fair market value at the time of grant.
6
<PAGE> 9
Mr. Ehrlich's 1997 Compensation
Mr. Ehrlich generally participates in the same executive compensation
plans and arrangements available to the other senior executives. Accordingly,
his compensation also consists of annual base salary, annual bonus and grants
of options. The Compensation Committee's general approach in setting Mr.
Ehrlich's compensation is to be competitive with other companies in the
industry, but to have a large portion of his salary based upon the
Corporation's performance.
Section 162(m)
Section 162(m) of the Internal Revenue Code limits tax deductions for
executive compensation to $1 million. There are several exemptions to Section
162(m), including one for qualified performance-based compensation. To be
qualified, performance-based compensation must meet various requirements
including shareholder approval. The Committee intends to consider annually
whether it should adopt a policy regarding 162(m) and to date has concluded
that it was not appropriate to do so. One reason for this conclusion is that,
assuming the current compensation policies and philosophy remain in place,
Section 162(m) will not be applicable in the near term to any executive's
compensation.
Submitted by the
Members of the Compensation Committee
John T. Hackett
Ludvik F. Koci
7
<PAGE> 10
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
The following graph shows a comparison of cumulative total returns for
an investment in the Common Stock of the Corporation, the S&P 500 Composite
Index and the Dow Jones Transportation Index. This graph is not deemed to
be "soliciting material" or to be "filed" with the SEC or subject to the
SEC's proxy rules or to the liabilities of Section 18 of the 1934 Act, and
the graph shall not be deemed to be incorporated by reference into any prior
or subsequent filing by the Corporation under the Securities Act of 1933, as
amended or the 1934 Act.
COMPARISON OF CUMULATIVE TOTAL RETURN TO SHAREHOLDERS
DECEMBER 31, 1991 THROUGH DECEMBER 31, 1997
AMONG WABASH NATIONAL CORPORATION, THE S&P 500 INDEX
AND THE DOW JONES TRANSPORTATION INDEX
(RETURN ASSUMES DIVIDEND REINVESTMENT)
(INSERT GRAPH)
<TABLE>
<CAPTION>
WNC S & P 500 D.J. TRANSPORT
------------- ------------- --------------
INDEX RETURN INDEX RETURN INDEX RETURN
----- ------ ----- ------ ----- ------
<S> <C> <C> <C> <C> <C> <C>
12/31/91 16.50 100.00 429.29 100.00 1358.00 100.00
12/31/92 16.58 100.51 448.10 104.38 1449.19 106.71
12/31/93 22.73 137.78 479.02 111.58 1762.31 129.77
12/31/94 39.08 236.85 472.46 110.06 1455.00 107.14
12/31/95 22.48 136.21 629.73 146.69 1981.00 145.88
12/31/96 18.49 112.09 755.65 176.02 2255.63 166.10
12/31/97 28.44 172.41 970.40 226.04 3256.50 239.80
</TABLE>
8
<PAGE> 11
PROVISIONS OF THE CERTIFICATE OF INCORPORATION
WITH ANTI-TAKEOVER EFFECTS
AUTHORIZED SHARES OF CAPITAL STOCK
The Certificate of Incorporation authorizes the issuance of up to
75,000,000 shares of Common Stock, 19,955,874 shares of which were issued and
outstanding as of February 28, 1998, and up to 25,000,000 shares of Preferred
Stock, 352,000 shares of which were outstanding as of February 28, 1998.
Additional shares of Preferred Stock with voting rights could be issued and
would then represent an additional class of stock required to approve any
proposed acquisition. In addition, such shares of Preferred Stock, together
with authorized but unissued shares of Common Stock, could also represent
additional capital required to be purchased by an acquirer. Issuance of such
additional shares may also dilute the voting interest of the Corporation's
stockholders.
On November 7, 1995, the Board of Directors adopted a Stockholder Rights
Plan (the "Plan"). The 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 shareholders.
Under the terms of the Plan, each share of Common Stock is accompanied
by one right; each right entitles the shareholder 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.
VOTING PROCEDURES
Shares can be voted only if the stockholder is present in person or by
proxy. Whether or not you plan to attend in person, you are encouraged to
sign and return the enclosed proxy card. The representation in person or by
proxy of at least a majority of the outstanding shares entitled to vote is
necessary to provide a quorum at the meeting. Directors are elected by a
plurality of the affirmative votes cast.
Abstentions and "non-votes" are counted as present in determining
whether the quorum requirement is satisfied. Abstentions and "non-votes" are
treated as votes against proposals presented to stockholders other than
elections of directors. A "non-vote" occurs when a nominee holding shares
for a beneficial owner votes on one proposal, but does not vote on another
proposal because the nominee does not have discretionary voting power and has
not received instructions from the beneficial owner.
INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm of Arthur Andersen LLP has acted as the
Corporation's independent public accountants for the year ended December 31,
1997 and has been selected by the Board of Directors to act as such for 1998.
Representatives of Arthur Andersen LLP are expected to be present at the
stockholders meeting and will have an opportunity to make a statement if they
desire and are expected to be available to respond to appropriate questions.
9
<PAGE> 12
STOCKHOLDER PROPOSALS
All stockholder proposals intended to be considered for incluson in the
Company's proxy material for the 1999 Annual Meeting of the Corporation must be
received at the Company's principal executive offices no later than January 31,
1999 and must otherwise comply with the rules of the Securities and Exchange
Commission for inclusion in the Corporation's proxy statement and form of proxy
relating to that meeting.
OTHER MATTERS
Management knows of no matters to be presented for action at the meeting
other than those mentioned above. However, if any other matters properly come
before the meeting, it is intended that the persons named in the accompanying
form of proxy will vote on such other matters in accordance with their best
judgment.
By Order of the Board of Directors
JOHN R. GAMBS
Secretary
March 31, 1998
10
<PAGE> 13
WABASH NATIONAL CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 4, 1998
The undersigned hereby appoints Donald J. Ehrlich and Mark R. Holden, or
either of them, the proxies of the undersigned, with full power of
substitution, to vote all shares of Common Stock of Wabash National Corporation
which the undersigned is entitled to vote at the Annual Meeting of Stockholders
of the Company to be held May 4, 1998, or any adjournment thereof, as follows:
YOUR VOTE IS IMPORTANT. IF YOU DO NOT EXPECT TO ATTEND THE ANNUAL
MEETING, OR IF YOU DO PLAN TO ATTEND BUT WISH TO VOTE BY PROXY, PLEASE
DATE, SIGN AND MAIL THIS PROXY.
A RETURN ENVELOPE IS PROVIDED FOR THIS PURPOSE.
(Continued and to be signed on reverse side.)
<PAGE> 14
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WABASH NATIONAL CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
[ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED PROPOSITION.
1. Election of Six Directors by all Stockholders -
Nominees: Richard E. Dessimoz, Donald J. Ehrlich, John T. Hackett,
E. Hunter Harrison, Mark R. Holden and Ludvik F. Koci
FOR WITHHOLD FOR ALL (Except Nominee(s) written below)
[ ] [ ] [ ]
______________________________
2. The proxies are authorized to vote in their discretion on any other
matters which may properly come before the Annual Meeting to the extent set
forth in the proxy statement.
This proxy when properly executed will be voted in the manner directed herein
by the undersigned shareholder(s). If no direction is made, this Proxy will be
voted FOR Proposal 1.
Dated:_______________________________, 1998
Signature(s)___________________________________________________________________
_______________________________________________________________________________
Please sign exactly as name appears in the box on the left. When signing as
attorney, executor, administrator, trustee, or guardian, please give your title
as such. If a corporation, please sign in full corporate name by president or
other authorized officer. If a partnership, please sign partnership name by
authorized person. If a joint account, please provide both signatures.
