WABASH NATIONAL CORP /DE, S-3, 1998-03-25

WABASH NATIONAL CORP /DE
S-3, 1998-03-25
TRUCK TRAILERS

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 24, 1998
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

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. [_]

CALCULATION OF REGISTRATION FEE
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- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT (1) OFFERING PRICE (1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value (2)............. 3,450,000 shares $30.16 $104,052,000 $30,696
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the Registration Fee
pursuant to Rule 457(c) and based upon the average of the high and low
sale prices of the Registrant's Common Stock on March 20, 1998, as
reported on the New York Stock Exchange Composite Tape.
(2) Includes Series A Preferred Share Purchase Rights attached thereto, for
which no separate fee is payable pursuant to Rule 457(i).

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

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 , 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 23, 1998, the last reported sale price of the Common Stock on
the New York Stock Exchange was $30 1/8 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)
- -------------------------------------------------------------------------------------------
<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, RoadRailer and retail branch location; map of United
States showing Wabash business locations and certain proposed locations.

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 , 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.

<TABLE>
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
- -----------------------------------------------------------------------------------------
<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 deducting expenses, estimated at $330,000, which are payable by the
Company.
(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 360,000 and 90,000, 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]

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:

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.

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 in
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-$90 million depending on the amount of the underlying receivables. The
Company applied the net proceeds of the sale to repay approximately $
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 repay debt, expand
retail branches, fund
certain capital
improvements 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 23, 1998 and 823,392
shares of Common Stock issuable upon conversion of Series B 6% 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
Total lease portfolio.................................. 103,222
Total assets........................................... 629,870
Long-term debt, net of current maturities(4)........... 231,880
Stockholders' equity................................... 226,516
</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 $ . 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 certain other conditions, 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 lockup 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 lockup 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 lockup 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 $ per share, after deducting underwriting discounts and
commissions and estimated expenses of the Offerings, are approximately $
million ($ million if the Underwriters' over-allotment options are
exercised in full).

The Company intends to use approximately $ million of the net proceeds of
the Offerings to expand its retail branch network over the next 18 months and
$ 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 $ 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 , 1998).......
</TABLE>

The reported last sale price of the Common Stock on the New York Stock
Exchange on March , 1998 was $ per share. As of March , 1998, the number
of record holders of Common Stock was .

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 $ . 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 $
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
Additional paid-in capital......................... 135,611
Retained earnings.................................. 91,980 91,980
Treasury stock at cost, 59,600 common shares....... (1,279) (1,279)
-------- ------
Total stockholders' equity....................... 226,516
-------- ------
Total capitalization............................. $458,396 $
======== ======
</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-$90
million depending on the amount of the underlying receivables. The Company
applied the net proceeds of the sale to repay approximately $ 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>

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.

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 in 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.

20
<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
expects to fill a majority of its existing backlog of orders by the end of
1998. The Company has historically built trailers to customer order and does
not maintain an inventory of new trailers built in anticipation of future
orders.

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 has been 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 has been Vice Chairman of Detroit Diesel
Corporation in Detroit, Michigan since 1989. He previously served as President
and prior to that as Executive Vice President of Detroit Diesel since its
organization. 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 23, 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
SALE UNDER THIS PROSPECTUS(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
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..................................................
====
</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 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 (the "Securities
Act") 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]
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

1
<PAGE>

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.

2
<PAGE>

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.

3
<PAGE>

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.

4
<PAGE>

[ALTERNATIVE PAGES 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..........................................................
====
</TABLE>

Merrill Lynch International, BT Alex. Brown International, 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.

31
<PAGE>

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 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, except that the Company may,

32
<PAGE>

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.

33
<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
1995
Net sales................................ $177,634 $193,450 $176,129 $187,086
Gross profit............................. 15,060 17,098 13,786 10,852
Net income............................... 6,962 8,054 5,830 4,561
Basic Earnings per share................. $ 0.37 $ 0.43 $ 0.31 $ 0.24
Diluted Earnings per share............... $ 0.37 $ 0.42 $ 0.30 $ 0.24
</TABLE>

F-19
<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.......................................................... 10
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>

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

LOGO

COMMON STOCK

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

PROSPECTUS

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

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

MORGAN KEEGAN & COMPANY, INC.

, 1998

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

[ALTERNATIVE PAGE FOR INTERNATIONAL PROSPECTUS]

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

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.......................................................
Risk Factors.............................................................
Use of Proceeds..........................................................
Price Range of Common Stock..............................................
Dividend Policy..........................................................
Capitalization...........................................................
Selected Financial and Operating Data....................................
Management's Discussion and Analysis of Financial Condition and Results
of Operations...........................................................
Business.................................................................
Management...............................................................
Principal Stockholders...................................................
Underwriting............................................................. 31
Legal Matters............................................................
Experts..................................................................
Available Information....................................................
Incorporation of Certain Documents by Reference..........................
Financial Statements..................................................... F-1
</TABLE>

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
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
*23.01 Consent of Hogan & Hartson L.L.P. (contained in Exhibit 5.01)
*23.02 Consent of Arthur Andersen LLP
24.01 Power of Attorney (contained on signature page)
</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 24, 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

Each person whose signature appears below constitutes and appoints Donald J.
Ehrlich, Mark R. Holden and Amy Bowerman Freed, and each of them, with full
power of substitution and resubstitution and each with full power to act
without the other, his or her true and lawful attorney-in-fact and agent, for
him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
all other documents in connection therewith, with the Securities and Exchange
Commission or any state, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their, his or her substitutes or substitute, may lawfully do
or cause to be done by virtue hereof.

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.

/s/ Donald J. Ehrlich Chief Executive Date: March 24, 1998
- ----------------------------- Officer, President and
DONALD J. EHRLICH Chairman of the Board
of Directors

/s/ Mark R. Holden Vice President--Chief Date: March 24, 1998
- ----------------------------- Financial Officer and
MARK R. HOLDEN Director (Principal
Financial Officer and
Principal Accounting
Officer)

/s/ Richard E. Dessimoz Vice President and Date: March 24, 1998
- ----------------------------- Director
RICHARD E. DESSIMOZ

/s/ John T. Hackett Director Date: March 24, 1998
- -----------------------------
JOHN T. HACKETT

/s/ E. Hunter Harrison Director Date: March 24, 1998
- -----------------------------
E. HUNTER HARRISON

/s/ Ludvik F. Koci Director Date: March 24, 1998
- -----------------------------
LUDVIK F. KOCI

II-3

<PAGE>
================================================================================

WABASH NATIONAL CORPORATION

(a Delaware corporation)

3,000,000 Shares of Common Stock

U.S. PURCHASE AGREEMENT

Dated: [ ], 1998

================================================================================
<PAGE>

W&S Draft of
March 19, 1998

WABASH NATIONAL CORPORATION

a Delaware corporation

3,000,000 Shares of Common Stock

(Par Value $.01 Per Share)

U.S. PURCHASE AGREEMENT
-----------------------

[ ], 1998

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
BT ALEX. BROWN INCORPORATED
ROBERT W. BAIRD & CO. INCORPORATED
MORGAN KEEGAN & COMPANY, INC.
as U.S. Representatives of the several U.S. Underwriters

c/o Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
North Tower
World Financial Center
New York, New York 10281-1209

Ladies and Gentlemen:

Wabash National Corporation, a Delaware corporation (the "Company")
confirms its agreements with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner
& Smith Incorporated ("Merrill Lynch") and each of the other U.S. Underwriters
named in Schedule A hereto (collectively, the "U.S. Underwriters", which term
shall also include any underwriter substituted as hereinafter provided in
Section 10 hereof), for whom Merrill Lynch, BT Alex. Brown Incorporated, Robert
W. Baird & Co. Incorporated and Morgan Keegan & Company, Inc. are acting as
representatives (in such capacity, the "U.S. Representatives"), with respect to
(i) the sale by the Company and the purchase by the U.S. Underwriters, acting
severally and not jointly, of the respective numbers of shares of Common Stock,
par value $.01 per share, of the Company ("Common Stock") set forth in Schedule
A hereto and (ii) the grant by the Company to the U.S. Underwriters, acting
severally and not jointly, of the option described in Section 2(b) hereof to
purchase all or any part of 450,000 additional shares of Common Stock to cover
over-allotments, if any. The aforesaid 3,000,000 shares of Common Stock (the
<PAGE>

"Initial U.S. Securities") to be purchased by the U.S. Underwriters and all or
any part of the 450,000 shares of Common Stock subject to the option described
in Section 2(b) hereof (the "U.S. Option Securities") are hereinafter called,
collectively, the "U.S. Securities".

It is understood that the Company is concurrently entering into an
agreement dated the date hereof (the "International Purchase Agreement")
providing for the offering by the Company of an aggregate of 600,000 shares of
Common Stock (the "Initial International Securities") through arrangements with
certain underwriters outside the United States and Canada (the "International
Managers") for which Merrill Lynch International, BT Alex. Brown International,
Robert W. Baird & Co. Incorporated and Morgan Keegan & Company, Inc. are acting
as lead managers (the "Lead Managers") and the grant by the Company to the
International Managers, acting severally and not jointly, of an option to
purchase all or any part of the International Managers' pro rata portion of up
to 90,000 additional shares of Common Stock solely to cover overallotments, if
any (the "International Option Securities" and, together with the U.S. Option
Securities, the "Option Securities"). The Initial International Securities and
the International Option Securities are hereinafter called the "International
Securities". It is understood that the Company is not obligated to sell and the
U.S. Underwriters are not obligated to purchase, any Initial U.S. Securities
unless all of the Initial International Securities are contemporaneously
purchased by the International Managers.

The U.S. Underwriters and the International Managers are hereinafter
collectively called the "Underwriters", the Initial U.S. Securities and the
Initial International Securities are hereinafter collectively called the
"Initial Securities", and the U.S. Securities, and the International Securities
are hereinafter collectively called the "Securities".

The Underwriters will concurrently enter into an Intersyndicate Agreement
of even date herewith (the "Intersyndicate Agreement") providing for the
coordination of certain transactions among the Underwriters under the direction
of Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (in
such capacity, the "Global Coordinator").

The Company understands that the U.S. Underwriters propose to make a public
offering of the U.S. Securities as soon as the U.S. Representatives deem
advisable after this Agreement has been executed and delivered.

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 333-__) covering the
registration of the Securities under the Securities Act of 1933, as amended (the
"1933 Act"), including the related preliminary prospectus or prospectuses.
Promptly after execution and delivery of this Agreement, the Company will either
(i) prepare and file a prospectus in accordance with the provisions of Rule 430A
("Rule 430A") of the rules and regulations of the Commission under the 1933 Act
(the "1933 Act Regulations") and paragraph (b) of Rule 424 ("Rule 424(b)") of
the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule
434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a
"Term Sheet") in accordance with the provisions of Rule 434 and Rule

2
<PAGE>

424(b). Two forms of prospectus are to be used in connection with the offering
and sale of the Securities: one relating to the U.S. Securities (the "Form of
U.S. Prospectus") and one relating to the International Securities (the "Form of
International Prospectus"). The Form of International Prospectus is identical to
the Form of U.S. Prospectus, except for the front cover and back cover pages and
the information under the caption "Underwriting" and the inclusion in the Form
of International Prospectus of a section under the caption "Certain United
States Tax Considerations for Non-United States Holders." The information
included in any such prospectus or in any such Term Sheet, as the case may be,
that was omitted from such registration statement at the time it became
effective but that is deemed to be part of such registration statement at the
time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred
to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is
referred to as "Rule 434 Information." Each Form of U.S. Prospectus and Form of
International Prospectus used before such registration statement became
effective, and any prospectus that omitted, as applicable, the Rule 430A
Information or the Rule 434 Information, that was used after such effectiveness
and prior to the execution and delivery of this Agreement, is herein called a
"preliminary prospectus." Such registration statement, including the exhibits
thereto, schedules thereto, if any, and the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it
became effective and including the Rule 430A Information and the Rule 434
Information, as applicable, is herein called the "Registration Statement." Any
registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations
is herein referred to as the "Rule 462(b) Registration Statement," and after
such filing the term "Registration Statement" shall include the Rule 462(b)
Registration Statement. The final Form of U.S. Prospectus and Form of
International Prospectus, including the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the forms first
furnished to the U.S. Underwriters for use in connection with the offering of
the Securities are herein called the "U.S. Prospectus" and the "International
Prospectus" respectively, and collectively, the "Prospectuses." If Rule 434 is
relied on, the terms "U.S. Prospectus and International Prospectus" shall refer
to the preliminary U.S. Prospectus dated __________, 1998 and preliminary
International Prospectus dated _____, 1998 each together with the applicable
Term Sheet and all references in this Agreement to the date of such Prospectus
shall mean the date of the Term Sheet. For purposes of this Agreement, all
references to the Registration Statement, any preliminary prospectus, the U.S.
Prospectus, the International Prospectus or any Term Sheet or any amendment or
supplement to any of the foregoing shall be deemed to include the copy filed
with the Commission pursuant to its Electronic Data Gathering, Analysis and
Retrieval system ("EDGAR").

All references in this Agreement to financial statements and schedules and
other information which is "contained," "included" or "stated" in the
Registration Statement, any preliminary prospectus (including the Form of U.S.
Prospectus and Form of International Prospectus) or the Prospectuses (or other
references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is incorporated
by reference in the Registration Statement, any preliminary prospectus
(including the Form of U.S. Prospectus and Form of International Prospectus) or
the Prospectuses, as the case may be; and all references in this Agreement to
amendments or supplements to the Registration Statement, any preliminary
prospectus or the Prospectuses shall be deemed to mean and include the filing of
any document under the
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<PAGE>

Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by
reference in the Registration Statement, such preliminary prospectus or the
Prospectuses, as the case may be.

SECTION 1. Representations and Warranties.

(a) Representations and Warranties by the Company. The Company represents
and warrants to each Underwriter as of the date hereof, as of the Closing Time
referred to in Section 2(c) hereof, and as of each Date of Delivery (if any)
referred to in Section 2(b) hereof, and agrees with each Underwriter, as
follows:

(i) Compliance with Registration Requirements. The Company meets the
requirements for use of Form S-3 under the 1933 Act or has received a
waiver of such requirements from the Commission. Each of the Registration
Statement and any Rule 462(b) Registration Statement has become effective
under the 1933 Act and no stop order suspending the effectiveness of the
Registration Statement or any Rule 462(b) Registration Statement has been
issued under the 1933 Act and no proceedings for that purpose have been
instituted or are pending or, to the knowledge of the Company, are
contemplated by the Commission, and any request on the part of the
Commission for additional information has been complied with.

At the respective times the Registration Statement, any Rule 462(b)
Registration Statement and any post-effective amendments thereto became
effective and at the Closing Time (and, if any U.S. Option Securities are
purchased, at the Date of Delivery), the Registration Statement, the Rule
462(b) Registration Statement and any amendments and supplements thereto
complied and will comply in all material respects with the requirements of
the 1933 Act and the 1933 Act Regulations and did not and will not contain
an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading. Neither of the Prospectuses nor any amendments or
supplements thereto, at the time the Prospectuses or any such amendments or
supplements thereto were issued at the Closing Time (and, if any U.S.
Option Securities are purchased, at the Date of Delivery), included or will
include an untrue statement of a material fact or omitted or will omit to
state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading.
If Rule 434 is used, the Company will comply with the requirements of Rule
434. The representations and warranties in this subsection shall not apply
to statements in or omissions from the Registration Statement or the U.S.
Prospectus made in reliance upon and in conformity with information
furnished to the Company in writing by any Underwriter through the U.S.
Representatives expressly for use in the Registration Statement or the U.S.
Prospectus.

Each preliminary prospectus and the prospectuses filed as part of the
Registration Statement as originally filed or as part of any amendment
thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so
filed in all material respects with the

4
<PAGE>

1933 Act Regulations and each preliminary prospectus and the Prospectuses
delivered to the U.S. Underwriters for use in connection with this offering
was identical to the electronically transmitted copies thereof filed with
the Commission pursuant to EDGAR, except to the extent permitted by
Regulation S-T.

(ii) Incorporated Documents. The documents incorporated or deemed to
be incorporated by reference in the Registration Statement and the
Prospectuses, at the time they were or hereafter are filed with the
Commission, complied and will comply in all material respects with the
requirements of the 1934 Act and the rules and regulations of the
Commission thereunder (the "1934 Act Regulations"), and, when read together
with the other information in the Prospectuses, at the time the
Registration Statement became effective, at the time the Prospectuses were
issued and at the Closing Time (and, if any U.S. Option Securities are
purchased, at the Date of Delivery), did not and will not contain an untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading.

(iii) Independent Accountants. The accountants who certified the
financial statements and supporting schedules included in the Registration
Statement are independent public accountants as required by the 1933 Act
and the 1933 Act Regulations.

(iv) Financial Statements. The financial statements included in the
Registration Statement and the Prospectuses, together with the related
schedules and notes, present fairly the financial position of the Company
and its consolidated subsidiaries at the dates indicated and the statement
of operations, stockholders' equity and cash flows of the Company and its
consolidated subsidiaries for the periods specified; said financial
statements have been prepared in conformity with generally accepted
accounting principles ("GAAP") applied on a consistent basis throughout the
periods involved. The supporting schedules, if any, included in the
Registration Statement present fairly in accordance with GAAP the
information required to be stated therein. The selected financial data and
the summary financial information included in the Prospectuses present
fairly the information shown therein and have been compiled on a basis
consistent with that of the audited financial statements included in the
Registration Statement.

(v) No Material Adverse Change in Business. Since the respective
dates as of which information is given in the Registration Statement and
the Prospectuses, except as otherwise stated therein, (A) there has been no
material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business (a "Material Adverse Effect"), (B) there have
been no transactions entered into by the Company or any of its
subsidiaries, other than those in the ordinary course of business, which
are material with respect to the Company and its

5
<PAGE>

subsidiaries considered as one enterprise, and (C) except for regular
quarterly dividends on the Common Stock and Cumulative Convertible
Preferred Stock in amounts per share that are consistent with past
practice, there has been no dividend or distribution of any kind declared,
paid or made by the Company on any class of its capital stock.

(vi) Good Standing of the Company. The Company has been duly
organized and is validly existing as a corporation in good standing under
the laws of the State of Delaware and has corporate power and authority to
own, lease and operate its properties and to conduct its business as
described in the Prospectuses and to enter into and perform its obligations
under this Agreement; and the Company is duly qualified as a foreign
corporation to transact business and is in good standing in each other
jurisdiction in which such qualification is required, whether by reason of
the ownership or leasing of property or the conduct of business, except
where the failure so to qualify or to be in good standing would not result
in a Material Adverse Effect.

(vii) Good Standing of Subsidiaries. Each "significant subsidiary" of
the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each
a "Subsidiary" and, collectively, the "Subsidiaries") has been duly
organized and is validly existing as a corporation in good standing under
the laws of the jurisdiction of its incorporation, has corporate power and
authority to own, lease and operate its properties and to conduct its
business as described in the Prospectuses and is duly qualified as a
foreign corporation to transact business and is in good standing in each
jurisdiction in which such qualification is required, whether by reason of
the ownership or leasing of property or the conduct of business, except
where the failure so to qualify or to be in good standing would not result
in a Material Adverse Effect; except as otherwise disclosed in the
Registration Statement, all of the issued and outstanding capital stock of
each such Subsidiary has been duly authorized and validly issued, is fully
paid and non-assessable and is owned by the Company, directly or through
subsidiaries, free and clear of any security interest, mortgage, pledge,
lien, encumbrance, claim or equity; none of the outstanding shares of
capital stock of any Subsidiary was issued in violation of the preemptive
or similar rights of any securityholder of such Subsidiary. The only
subsidiaries of the Company are (a) the subsidiaries listed on Schedule C
hereto and (b) certain other subsidiaries which, considered in the
aggregate as a single Subsidiary, do not constitute a "significant
subsidiary" as defined in Rule 1-02 of Regulation S-X.

(viii) Capitalization. The authorized, issued and outstanding capital
stock of the Company is as set forth in the Prospectuses in the column
entitled "Actual" under the caption "Capitalization" (except for subsequent
issuances, if any, pursuant to this Agreement, pursuant to reservations,
agreements or employee benefit plans referred to in the Prospectuses or
pursuant to the exercise of convertible securities or options referred to
in the Prospectuses).

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<PAGE>

The shares of issued and outstanding capital stock have been duly
authorized and validly issued and are fully paid and non-assessable; none
of the outstanding shares of capital stock was issued in violation of the
preemptive or other similar rights of any securityholder of the Company.

(ix) Authorization of Agreement. This Agreement and the International
Purchase Agreement have been duly authorized, executed and delivered by the
Company.

(x) Authorization and Description of Securities. The Securities to
be purchased by the U.S. Underwriters and the International Managers from
the Company have been duly authorized for issuance and sale to the U.S.
Underwriters pursuant to this Agreement and the International Managers
pursuant to the International Purchase Agreement, respectively, and, when
issued and delivered by the Company pursuant to this Agreement and the
International Purchase Agreement, respectively against payment of the
consideration set forth herein and the International Purchase Agreement,
respectively, will be validly issued and fully paid and non-assessable; the
Common Stock conforms to all statements relating thereto contained in or
incorporated by reference into the Prospectus and such description conforms
to the rights set forth in the instruments defining the same; no holder of
the Securities will be subject to personal liability by reason of being
such a holder; and the issuance of the Securities is not subject to the
preemptive or other similar rights of any securityholder of the Company.

(xi) Absence of Defaults and Conflicts. Neither the Company nor any of
its subsidiaries is in violation of its charter or by-laws or in default in
the performance or observance of any obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage, deed of trust,
loan or credit agreement, note, lease or other agreement or instrument to
which the Company or any of its subsidiaries is a party or by which it or
any of them may be bound, or to which any of the property or assets of the
Company or any subsidiary is subject (collectively, "Agreements and
Instruments") except for such defaults that would not result in a Material
Adverse Effect; and the execution, delivery and performance of this
Agreement and the International Purchase Agreement and the consummation of
the transactions contemplated in this Agreement, the International Purchase
Agreement and in the Registration Statement (including the issuance and
sale of the Securities and the use of the proceeds from the sale of the
Securities as described in the Prospectuses under the caption "Use of
Proceeds") and compliance by the Company with its obligations under this
Agreement and the International Purchase Agreement have been duly
authorized by all necessary corporate action and do not and will not,
whether with or without the giving of notice or passage of time or both,
conflict with or constitute a breach of, or default or Repayment Event (as
defined below) under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the Company or any
subsidiary pursuant to, the Agreements and Instruments (except for such
conflicts, breaches or defaults or liens, charges or encumbrances that
would not result in a Material Adverse Effect), nor will

7
<PAGE>

such action result in any violation of the provisions of the charter or by-
laws of the Company or any subsidiary or any applicable law, statute, rule,
regulation, judgment, order, writ or decree of any government, government
instrumentality or court, domestic or foreign, having jurisdiction over the
Company or any subsidiary or any of their assets, properties or operations.
As used herein, a "Repayment Event" means any event or condition that gives
the holder of any note, debenture or other evidence of indebtedness (or any
person acting on such holder's behalf) the right to require the repurchase,
redemption or repayment of all or a portion of such indebtedness by the
Company or any subsidiary.

(xii) Absence of Labor Dispute. No labor dispute with the employees of
the Company or any subsidiary exists or, to the knowledge of the Company,
is imminent, and the Company is not aware of any existing or imminent labor
disturbance by the employees of any of its or any subsidiary's principal
suppliers, manufacturers, customers or contractors, which, in either case,
may reasonably be expected to result in a Material Adverse Effect.

(xiii) Absence of Proceedings. There is no action, suit, proceeding,
inquiry or investigation before or brought by any court or governmental
agency or body, domestic or foreign, now pending, or, to the knowledge of
the Company, threatened, against or affecting the Company or any
subsidiary, which is required to be disclosed in the Registration Statement
(other than as disclosed therein), or which might reasonably be expected to
result in a Material Adverse Effect, or which might reasonably be expected
to materially and adversely affect the properties or assets thereof or the
consummation of the transactions contemplated in this Agreement and the
International Purchase Agreement or the performance by the Company of its
obligations hereunder or thereunder; the aggregate of all pending legal or
governmental proceedings to which the Company or any subsidiary is a party
or of which any of their respective property or assets is the subject which
are not described in the Registration Statement, including ordinary routine
litigation incidental to the business, could not reasonably be expected to
result in a Material Adverse Effect.

(xiv) Accuracy of Exhibits. There are no contracts or documents that
are required to be described in the Registration Statement, the
Prospectuses or the documents incorporated by reference therein or to be
filed as exhibits thereto which have not been so described and filed as
required.

8
<PAGE>

(xv) Possession of Intellectual Property. The Company and its
subsidiaries own or possess, or can acquire on reasonable terms, adequate
patents, patent rights, licenses, inventions, copyrights, know-how
(including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures),
trademarks, service marks, trade names or other intellectual property
(collectively, "Intellectual Property") necessary to carry on the business
now operated by them, and neither the Company nor any of its subsidiaries
has received any notice or is otherwise aware of any infringement of or
conflict with asserted rights of others with respect to any Intellectual
Property or of any facts or circumstances that would render any
Intellectual Property invalid or inadequate to protect the interest of the
Company or any of its subsidiaries therein, and which infringement or
conflict (if the subject of any unfavorable decision, ruling or finding) or
invalidity or inadequacy, singly or in the aggregate, would result in a
Material Adverse Effect.

(xvi) Absence of Further Requirements. No filing with, or
authorization, approval, consent, license, order, registration,
qualification or decree of, any court or governmental authority or agency
is necessary or required for the performance by the Company of its
obligations hereunder, in connection with the offering, issuance or sale of
the Securities under this Agreement and the International Purchase
Agreements the consummation of the transactions contemplated by this
Agreement and the International Purchase Agreement, except such as have
been already obtained or as may be required under the 1933 Act or the 1933
Act Regulations or state securities laws.

(xvii) Possession of Licenses and Permits. The Company and its
subsidiaries possess such permits, licenses, approvals, consents and other
authorizations (collectively, "Governmental Licenses") issued by the
appropriate federal, state, local or foreign regulatory agencies or bodies
necessary to conduct the business now operated by them; the Company and its
subsidiaries are in compliance with the terms and conditions of all such
Governmental Licenses, except where the failure so to comply would not,
singly or in the aggregate, have a Material Adverse Effect; all of the
Governmental Licenses are valid and in full force and effect, except when
the invalidity of such Governmental Licenses or the failure of such
Governmental Licenses to be in full force and effect would not have a
Material Adverse Effect; and neither the Company nor any of its
subsidiaries has received any notice of proceedings relating to the
revocation or modification of any such Governmental Licenses which, singly
or in the aggregate, if the subject of an unfavorable decision, ruling or
finding, would result in a Material Adverse Effect.

9
<PAGE>

(xviii) Title to Property. The Company and its Subsidiaries have good
and marketable title to all real property owned by the Company and its
Subsidiaries and good title to all other properties owned by them, in each
case, free and clear of all mortgages, pledges, liens, security interests,
claims, restrictions or encumbrances of any kind except such as (a) are
described in the Prospectuses or (b) do not, singly or in the aggregate,
materially affect the value of such property and do not interfere with the
use made and proposed to be made of such property by the Company or any of
its Subsidiaries; and all of the leases and subleases material to the
business of the Company and its Subsidiaries, considered as one enterprise,
and under which the Company or any of its Subsidiaries holds properties
described in the Prospectuses, are in full force and effect, and neither
the Company nor any Subsidiary has any notice of any material claim of any
sort that has been asserted by anyone adverse to the rights of the Company
or any Subsidiary under any of the leases or subleases mentioned above, or
affecting or questioning the rights of the Company or such Subsidiary to
the continued possession of the leased or subleased premises under any such
lease or sublease.

(xix) Environmental Laws. Except as described in the Registration
Statement and except as would not, singly or in the aggregate, result in a
Material Adverse Effect, (A) neither the Company nor any of its
subsidiaries is in violation of any federal, state, local or foreign
statute, law, rule, regulation, ordinance, code, policy or rule of common
law or any judicial or administrative interpretation thereof, including any
judicial or administrative order, consent, decree or judgment, relating to
pollution or protection of human health, the environment (including,
without limitation, ambient air, surface water, groundwater, land surface
or subsurface strata) or wildlife, including, without limitation, laws and
regulations relating to the release or threatened release of chemicals,
pollutants, contaminants, wastes, toxic substances, hazardous substances,
petroleum or petroleum products (collectively, "Hazardous Materials") or to
the manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of Hazardous Materials (collectively,
"Environmental Laws"), (B) the Company and its subsidiaries have all
permits, authorizations and approvals required under any applicable
Environmental Laws and are each in compliance with their requirements, (C)
there are no pending or threatened administrative, regulatory or judicial
actions, suits, demands, demand letters, claims, liens, notices of
noncompliance or violation, investigation or proceedings relating to any
Environmental Law against the Company or any of its subsidiaries and (D)
there are no events or circumstances that might reasonably be expected to
form the basis of an order for clean-up or remediation, or an action, suit
or proceeding by any private party or governmental body or agency, against
or affecting the Company or any of its subsidiaries relating to Hazardous
Materials or any Environmental Laws.

(b) Officer's Certificates. Any certificate signed by any officer of the
Company or any of its subsidiaries delivered to the Global Coordinator, the U.S.
Representatives or to counsel for the

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<PAGE>

U.S. Underwriters shall be deemed a representation and warranty by the Company
to each Underwriter as to the matters covered thereby.

SECTION 2. Sale and Delivery to U.S. Underwriters; Closing.
-----------------------------------------------

(a) Initial U.S. Securities. On the basis of the representations and
warranties herein contained and subject to the terms and conditions herein set
forth, the Company agrees to sell to each U.S. Underwriter, severally and not
jointly, and each U.S. Underwriter, severally and not jointly, agrees to
purchase from the Company, at the price per share set forth in Schedule B, the
number of Initial U.S. Securities set forth in Schedule A opposite the name of
such U.S. Underwriter, plus any additional number of Initial U.S. Securities
which such Underwriter may become obligated to purchase pursuant to the
provisions of Section 10 hereof.

(b) U.S. Option Securities. In addition, on the basis of the
representations and warranties herein contained and subject to the terms and
conditions herein set forth, the Company hereby grants an option to the U.S.
Underwriters, severally and not jointly, to purchase up to an additional 450,000
shares of Common Stock at the price per share set forth in Schedule B, less an
amount per share equal to any dividends or distributions declared by the Company
and payable on the Initial U.S. Securities but not payable on the U.S. Option
Securities. The option hereby granted will expire 30 days after the date hereof
and may be exercised in whole or in part from time to time only for the purpose
of covering over-allotments that may be made in connection with the offering and
distribution of the Initial U.S. Securities upon notice by the Global
Coordinator to the Company setting forth the number of U.S. Option Securities as
to which the several U.S. Underwriters are then exercising the option and the
time and date of payment and delivery for the U.S. Option Securities. Any such
time and date of delivery for the U.S. Option Securities (a "Date of Delivery")
shall be determined by the Global Coordinator, but shall not be later than seven
full business days after the exercise of said option, nor in any event prior to
the Closing Time, as hereinafter defined. If the option is exercised as to all
or any portion of the U.S. Option Securities, each of the U.S. Underwriters,
acting severally and not jointly, will purchase that proportion of the total
number of U.S. Option Securities then being purchased which the number of
Initial U.S. Securities set forth in Schedule A opposite the name of such
Underwriter bears to the total number of Initial U.S. Securities, subject in
each case to such adjustments as the Global Coordinator in its discretion shall
make to eliminate any sales or purchases of fractional shares.

(c) Payment. Payment of the purchase price for, and delivery of
certificates for, the Initial Securities shall be made at the offices of Winston
& Strawn, 35 W. Wacker Dr., Chicago, IL 60601, or at such other place as shall
be agreed upon by the Global Coordinator and the Company , at 9:00 A.M. (Eastern
time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time)
on any given day) business day after the date hereof (unless postponed in
accordance with the provisions of Section 10), or such other time not later than
ten business days after such date as shall be agreed upon by the Global
Coordinator and the Company (such time and date of payment and delivery being
herein called "Closing Time").

<PAGE>

In addition, in the event that any or all of the U.S. Option Securities are
purchased by the U.S. Underwriters, payment of the purchase price for, and
delivery of certificates for, such U.S. Option Securities shall be made at the
above-mentioned offices, or at such other place as shall be agreed upon by the
Global Coordinator and the Company, on each Date of Delivery as specified in the
notice from the Global Coordinator to the Company.

Payment shall be made to the Company by wire transfer of immediately
available funds to a bank account designated by the Company against delivery to
the U.S. Representatives for the respective accounts of the U.S. Underwriters of
certificates for the U.S. Securities to be purchased by them. It is understood
that each U.S. Underwriter has authorized the U.S. Representatives, for its
account, to accept delivery of, receipt for, and make payment of the purchase
price for, the Initial U.S. Securities and the U.S. Option Securities, if any,
which it has agreed to purchase. Merrill Lynch, individually and not as
representative of the U.S. Underwriters, may (but shall not be obligated to)
make payment of the purchase price for the Initial U.S. Securities or the U.S.
Option Securities, if any, to be purchased by any U.S. Underwriter whose funds
have not been received by the Closing Time or the relevant Date of Delivery, as
the case may be, but such payment shall not relieve such U.S. Underwriter from
its obligations hereunder.

(d) Denominations; Registration. Certificates for the Initial U.S.
Securities and the U.S. Option Securities, if any, shall be in such
denominations and registered in such names as the U.S. Representatives may
request in writing at least one full business day before the Closing Time or the
relevant Date of Delivery, as the case may be. The certificates for the Initial
U.S. Securities and the U.S. Option Securities, if any, will be made available
for examination and packaging by the U.S. Representatives in The City of New
York not later than 10:00 A.M. (Eastern time) on the business day prior to the
Closing Time or the relevant Date of Delivery, as the case may be.

SECTION 3. Covenants of the Company. The Company covenants with each U.S.
------------------------
Underwriter as follows:

(a) Compliance with Securities Regulations and Commission Requests.
The Company, subject to Section 3(b), will comply with the requirements of Rule
430A or Rule 434, as applicable, and will notify the Global Coordinator
immediately, and confirm the notice in writing, (i) when any post-effective
amendment to the Registration Statement shall become effective, or any
supplement to the Prospectuses or any amended Prospectuses shall have been
filed, (ii) of the receipt of any comments from the Commission, (iii) of any
request by the Commission for any amendment to the Registration Statement or any
amendment or supplement to the Prospectuses or for additional information, and
(iv) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or of any order preventing or
suspending the use of any preliminary prospectus, or of the suspension of the
qualification of the Securities for offering or sale in any jurisdiction, or of
the initiation or threatening of any proceedings for any of such purposes. The
Company will promptly effect the filings necessary pursuant to Rule 424(b) and
will take such steps as it deems necessary to ascertain promptly whether the
form of prospectus transmitted for filing under Rule 424(b) was received for
filing by the Commission and, in the event that it was not,

<PAGE>

it will promptly file such prospectus. The Company will make every reasonable
effort to prevent the issuance of any stop order and, if any stop order is
issued, to obtain the lifting thereof at the earliest possible moment.

(b) Filing of Amendments. The Company will give the Global
Coordinator notice of its intention to file or prepare any amendment to the
Registration Statement (including any filing under Rule 462(b)), any Term Sheet
or any amendment, supplement or revision to either the prospectus included in
the Registration Statement at the time it became effective or to the
Prospectuses, whether pursuant to the 1933 Act, the 1934 Act or otherwise, will
furnish the Global Coordinator with copies of any such documents a reasonable
amount of time prior to such proposed filing or use, as the case may be, and
will not file or use any such document to which the Global Coordinator or
counsel for the U.S. Underwriters shall object.

(c) Delivery of Registration Statements. The Company has furnished
or will deliver to the U.S. Representatives and counsel for the U.S.
Underwriters, without charge, signed copies of the Registration Statement as
originally filed and of each amendment thereto (including exhibits filed
therewith or incorporated by reference therein and documents incorporated or
deemed to be incorporated by reference therein) and signed copies of all
consents and certificates of experts, and will also deliver to the U.S.
Representatives, without charge, a conformed copy of the Registration Statement
as originally filed and of each amendment thereto (without exhibits) for each of
the U.S. Underwriters. The copies of the Registration Statement and each
amendment thereto furnished to the U.S. Underwriters will be identical to the
electronically transmitted copies thereof filed with the Commission pursuant to
EDGAR, except to the extent permitted by Regulation S-T.

(d) Delivery of Prospectuses. The Company has delivered to each U.S.
Underwriter, without charge, as many copies of each preliminary prospectus as
such U.S. Underwriter reasonably requested, and the Company hereby consents to
the use of such copies for purposes permitted by the 1933 Act. The Company will
furnish to each U.S. Underwriter, without charge, during the period when the
U.S. Prospectus is required to be delivered under the 1933 Act or the 1934 Act,
such number of copies of the U.S. Prospectus (as amended or supplemented) as
such Underwriter may reasonably request. The U.S. Prospectus and any amendments
or supplements thereto furnished to the U.S. Underwriters will be identical to
the electronically transmitted copies thereof filed with the Commission pursuant
to EDGAR, except to the extent permitted by Regulation S-T.

(e) Continued Compliance with Securities Laws. The Company will
comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the
1934 Act Regulations so as to permit the completion of the distribution of the
Securities as contemplated in this Agreement, the International Purchase
Agreement and in the Prospectuses. If at any time when a prospectus is required
by the 1933 Act to be delivered in connection with sales of the Securities, any
event shall occur or condition shall exist as a result of which it is necessary,
in the opinion of counsel for the U.S. Underwriters or for the Company, to amend
the Registration Statement or amend or supplement any Prospectus in order that
the Prospectuses will not include any untrue statements of a material

<PAGE>

fact or omit to state a material fact necessary in order to make the statements
therein not misleading in the light of the circumstances existing at the time it
is delivered to a purchaser, or if it shall be necessary, in the opinion of such
counsel, at any such time to amend the Registration Statement or amend or
supplement any Prospectus in order to comply with the requirements of the 1933
Act or the 1933 Act Regulations, the Company will promptly prepare and file with
the Commission, subject to Section 3(b), such amendment or supplement as may be
necessary to correct such statement or omission or to make the Registration
Statement or the Prospectuses comply with such requirements, and the Company
will furnish to the U.S. Underwriters such number of copies of such amendment or
supplement as the U.S. Underwriters may reasonably request.

(f) Blue Sky Qualifications. The Company will use its best efforts,
in cooperation with the U.S. Underwriters, to qualify the U.S. Securities for
offering and sale under the applicable securities laws of such states and other
jurisdictions (domestic or foreign) as the Global Coordinator may designate and
to maintain such qualifications in effect for a period of not less than one year
from the later of the effective date of the Registration Statement and any Rule
462(b) Registration Statement; provided, however, that the Company shall not be
obligated to file any general consent to service of process or to qualify as a
foreign corporation or as a dealer in securities in any jurisdiction in which it
is not so qualified or to subject itself to taxation in respect of doing
business in any jurisdiction in which it is not otherwise so subject. In each
jurisdiction in which the Securities have been so qualified, the Company will
file such statements and reports as may be required by the laws of such
jurisdiction to continue such qualification in effect for a period of not less
than one year from the effective date of the Registration Statement and any Rule
462(b) Registration Statement.

(g) Rule 158. The Company will timely file such reports pursuant to
the 1934 Act as are necessary in order to make generally available to its
securityholders as soon as practicable an earnings statement for the purposes
of, and to provide the benefits contemplated by, the last paragraph of Section
11(a) of the 1933 Act.

(h) Use of Proceeds. The Company will use the net proceeds received
by it from the sale of the Securities in the manner specified in the
Prospectuses under "Use of Proceeds".

(i) Listing. The Company will use its best efforts to effect the
listing of the Securities on the New York Stock Exchange.

(j) Restriction on Sale of Securities. During a period of [90] days
from the date of the Prospectuses, the Company will not, without the prior
written consent of the Global Coordinator, (i) directly or indirectly, offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase or otherwise transfer or dispose of any share of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock or
file any registration statement under the 1933 Act with respect to any of the
foregoing or (ii) enter into any swap or any other agreement or any transaction
that transfers, in whole or in part, directly or indirectly, the economic
consequence of ownership of the Common Stock, whether any such swap or
transaction described in clause (i) or

<PAGE>

(ii) above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise. The foregoing sentence shall not apply to (A)
the Securities to be sold hereunder or under the International Purchase
Agreement, any shares of Common Stock issued by the Company upon the exercise of
an option or warrant or the conversion of a security outstanding on the date
hereof and referred to in the Prospectuses, (C) any shares of Common Stock
issued or options to purchase Common Stock granted pursuant to existing employee
benefit plans of the Company referred to in the Prospectuses or (D) any shares
of Common Stock issued pursuant to any non-employee director stock plan or
dividend reinvestment plan.

(k) Reporting Requirements. The Company, during the period when the
Prospectuses required to be delivered under the 1933 Act or the 1934 Act, will
file all documents required to be filed with the Commission pursuant to the 1934
Act within the time periods required by the 1934 Act and the 1934 Act
Regulations.

SECTION 4. Payment of Expenses. (a) Expenses. The Company will pay
all expenses incident to the performance of its obligations under this
Agreement, including (i) the preparation, printing and filing of the
Registration Statement (including financial statements and exhibits) as
originally filed and of each amendment thereto, (ii) the preparation, printing
and delivery to the Underwriters of this Agreement, any Agreement among
Underwriters and such other documents as may be required in connection with the
offering, purchase, sale, issuance or delivery of the Securities, (iii) the
preparation, issuance and delivery of the certificates for the Securities to the
Underwriters, including any stock or other transfer taxes and any stamp or other
duties payable upon the sale, issuance or delivery of the Securities to the
Underwriters and the transfer of the Securities between the U.S. Underwriters
and the International Managers, (iv) the fees and disbursements of the Company's
counsel, accountants and other advisors, (v) the qualification of the Securities
under securities laws in accordance with the provisions of Section 3(f) hereof,
including filing fees and the reasonable fees and disbursements of counsel for
the Underwriters in connection therewith and in connection with the preparation
of the Blue Sky Survey and any supplement thereto, (vi) the printing and
delivery to the Underwriters of copies of each preliminary prospectus, any Term
Sheets and of the Prospectuses and any amendments or supplements thereto, (vii)
the preparation, printing and delivery to the Underwriters of copies of the Blue
Sky Survey and any supplement thereto, (viii) the fees and expenses of any
transfer agent or registrar for the Securities, the filing fees incident to, and
the reasonable fees and disbursements of counsel to the Underwriters in
connection with, the review by the National Associate of Securities Dealers,
Inc. (the "NASD") of the terms of the sale of the Securities and (ix) the fees
and expenses incurred in connection with the listing of the Securities on the
New York Stock Exchange.

(b) Termination of Agreement. If this Agreement is terminated by the U.S.
Representatives in accordance with the provisions of Section 5, Section 9(a)(i)
or Section 11 hereof, the Company shall reimburse the U.S. Underwriters for all
of their out-of-pocket expenses, including the reasonable fees and disbursements
of counsel for the U.S. Underwriters.

<PAGE>

SECTION 5. Conditions of U.S. Underwriters' Obligations. The
obligations of the several U.S. Underwriters hereunder are subject to the
accuracy of the representations and warranties of the Company contained in
Section 1 hereof or in certificates of any officer of the Company or any
subsidiary of the Company delivered pursuant to the provisions hereof, to the
performance by the Company of its covenants and other obligations hereunder, and
to the following further conditions:

(a) Effectiveness of Registration Statement. The Registration
Statement, including any Rule 462(b) Registration Statement, has become
effective and at Closing Time no stop order suspending the effectiveness of
the Registration Statement shall have been issued under the 1933 Act or
proceedings therefor initiated or threatened by the Commission, and any
request on the part of the Commission for additional information shall have
been complied with to the reasonable satisfaction of counsel to the U.S.
Underwriters. A prospectus containing the Rule 430A Information shall have
been filed with the Commission in accordance with Rule 424(b) (or a post-
effective amendment providing such information shall have been filed and
declared effective in accordance with the requirements of Rule 430A) or, if
the Company has elected to rely upon Rule 434, a Term Sheet shall have been
filed with the Commission in accordance with Rule 424(b).

(b) Opinion of Counsel for Company. At Closing Time, the U.S.
Representatives shall have received the favorable opinion, dated as of
Closing Time, of Hogan & Hartson, L.L.P., counsel for the Company, in form
and substance satisfactory to counsel for the U.S. Underwriters, together
with signed or reproduced copies of such letter for each of the other U.S.
Underwriters to the effect set forth in Exhibit A hereto and to such
further effect as counsel to the U.S. Underwriters may reasonably request.

(c) Opinion of Counsel for U.S. Underwriters. At Closing Time, the
U.S. Representatives shall have received the favorable opinion, dated as of
Closing Time, of Winston & Strawn, counsel for the U.S. Underwriters,
together with signed or reproduced copies of such letter for each of the
other U.S. Underwriters with respect to the matters set forth in clauses
(i), (ii), (v), (vi) (solely as to preemptive or other similar rights
arising by operation of law or under the charter or by-laws of the
Company), (viii) through (x), inclusive, (xiii), (xv) (solely as to the
information in the Prospectus under "Description of Capital Stock--Common
Stock") and the penultimate paragraph of Exhibit A hereto. In giving such
opinion such counsel may rely, as to all matters governed by the laws of
jurisdictions other than the law of the States of Illinois and New York,
the federal law of the United States and the General Corporation Law of the
State of Delaware, upon the opinions of counsel satisfactory to the U.S.
Representatives. Such counsel may also state that, insofar as such opinion
involves factual matters, they have relied, to the extent they deem proper,
upon certificates of officers of the Company and its subsidiaries and
certificates of public officials.

(d) Officers' Certificate. At Closing Time, there shall not have
been, since the date hereof or since the respective dates as of which
information is given in the Prospectuses,

<PAGE>

any material adverse change in the condition, financial or otherwise, or in
the earnings, business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, and the U.S. Representatives shall have
received a certificate of the President of the Company and of the chief
financial or chief accounting officer of the Company, dated as of Closing
Time, to the effect that (i) there has been no such material adverse
change, (ii) the representations and warranties in Section 1(a) hereof are
true and correct with the same force and effect as though expressly made at
and as of Closing Time, (iii) the Company has complied with all agreements
and satisfied all conditions on its part to be performed or satisfied at or
prior to Closing Time, and (iv) no stop order suspending the effectiveness
of the Registration Statement has been issued and no proceedings for that
purpose have been instituted or are pending or are contemplated by the
Commission.

(e) Accountant's Comfort Letter. At the time of the execution of
this Agreement, the U.S. Representatives shall have received from Arthur
Andersen, LLP a letter dated such date, in form and substance satisfactory
to the U.S. Representatives, together with signed or reproduced copies of
such letter for each of the other U.S. Underwriters containing statements
and information of the type ordinarily included in accountants' "comfort
letters" to underwriters with respect to the financial statements and
certain financial information contained in the Registration Statement and
the Prospectuses.

(f) Bring-down Comfort Letter. At Closing Time, the U.S.
Representatives shall have received from Arthur Andersen LLP a letter,
dated as of Closing Time, to the effect that they reaffirm the statements
made in the letter furnished pursuant to subsection (e) of this Section,
except that the specified date referred to shall be a date not more than
three business days prior to Closing Time.

(g) Approval of Listing. At Closing Time, the Securities shall
have been approved for listing on the New York Stock Exchange, subject only
to official notice of issuance.

(h) No Objection. The NASD has confirmed that it has not raised
any objection with respect to the fairness and reasonableness of the
underwriting terms and arrangements.

(i) Lock-up Agreements. At the date of this Agreement, the U.S.
Representatives shall have received an agreement substantially in the form
of Exhibit C hereto signed by the persons listed on Schedule D hereto.

(j) Purchase of Initial International Securities. Contemporaneous
with the purchase by the U.S. Underwriters of the Initial U.S. Securities
under this Agreement, the International Managers shall have purchased the
Initial International Securities under the International Purchase
Agreement.

<PAGE>

(k) Conditions to Purchase of U.S. Option Securities. In the event
that the U.S. Underwriters exercise their option provided in Section 2(b)
hereof to purchase all or any portion of the U.S. Option Securities, the
representations and warranties of the Company contained herein and the
statements in any certificates furnished by the Company and any subsidiary
of the Company hereunder shall be true and correct as of each Date of
Delivery and, at the relevant Date of Delivery, the U.S. Representatives
shall have received:

(i) Officers' Certificate. A certificate, dated such Date of
Delivery, of the President of the Company and of the chief financial
or chief accounting officer of the Company confirming that the
certificate delivered at the Closing Time pursuant to Section 5(d)
hereof remains true and correct as of such Date of Delivery.

(ii) Opinion of Counsel for Company. The favorable opinion of
Hogan & Hartson, counsel for the Company, in form and substance
satisfactory to counsel for the U.S. Underwriters, dated such Date of
Delivery, relating to the U.S. Option Securities to be purchased on
such Date of Delivery and otherwise to the same effect as the opinion
required by Section 5(b) hereof.

(iii) Opinion of Counsel for U.S. Underwriters. The favorable
opinion of Winston & Strawn, counsel for the U.S. Underwriters, dated
such Date of Delivery, relating to the U.S. Option Securities to be
purchased on such Date of Delivery and otherwise to the same effect as
the opinion required by Section 5(c) hereof.

(iv) Bring-down Comfort Letter. A letter from Arthur Andersen LLP,
in form and substance satisfactory to the U.S. Representatives and
dated such Date of Delivery, substantially in the same form and
substance as the letter furnished to the U.S. Representatives pursuant
to Section 5(f) hereof, except that the "specified date" in the letter
furnished pursuant to this paragraph shall be a date not more than
five days prior to such Date of Delivery.

(l) Additional Documents. At Closing Time and at each Date of
Delivery counsel for the U.S. Underwriters shall have been furnished with
such documents and opinions as they may require for the purpose of enabling
them to pass upon the issuance and sale of the Securities as herein
contemplated, or in order to evidence the accuracy of any of the
representations or warranties, or the fulfillment of any of the conditions,
herein contained; and all proceedings taken by the Company in connection
with the issuance and sale of the Securities as herein contemplated shall
be satisfactory in form and substance to the U.S. Representatives and
counsel for the U.S. Underwriters.

(m) Termination of Agreement. If any condition specified in this
Section shall not have been fulfilled when and as required to be fulfilled,
this Agreement, or, in the case of any condition to the purchase of U.S.
Option Securities on a Date of Delivery which is after the Closing Time,
the obligations of the several U.S. Underwriters to purchase the relevant
U.S.

<PAGE>

Option Securities, may be terminated by the U.S. Representatives by notice
to the Company at any time at or prior to Closing Time or such Date of
Delivery, as the case may be, and such termination shall be without
liability of any party to any other party except as provided in Section 4
and except that Sections 1, 6, 7 and 8 shall survive any such termination
and remain in full force and effect.

SECTION 6. Indemnification.

(a) Indemnification of U.S. Underwriters. (1) The Company agrees to
indemnify and hold harmless each U.S. Underwriter and each person, if any, who
controls any U.S. Underwriter within the meaning of Section 15 of the 1933 Act
or Section 20 of the 1934 Act as follows:

(i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement
(or any amendment thereto), including the Rule 430A Information and the
Rule 434 Information, if applicable, or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to
make the statements therein not misleading or arising out of any untrue
statement or alleged untrue statement of a material fact included in any
preliminary prospectus or the Prospectuses (or any amendment or supplement
thereto), or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;

(ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission; provided that (subject to Section
6(d) below) any such settlement is effected with the written consent of the
Company; and

(iii) against any and all expense whatsoever, as incurred (including
the fees and disbursements of counsel chosen by Merrill Lynch), reasonably
incurred in investigating, preparing or defending against any litigation,
or any investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission, to
the extent that any such expense is not paid under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
U.S. Underwriter through the U.S. Representatives expressly for use in the
Registration Statement (or any amendment thereto), including the Rule 430A
Information and the

<PAGE>

Rule 434 Information, if applicable, or any preliminary prospectus or the U.S.
Prospectus (or any amendment or supplement thereto).

(b) Indemnification of Company, Directors and Officers. Each U.S.
Underwriter severally agrees to indemnify and hold harmless the Company, its
directors, each of its officers who signed the Registration Statement, and each
person, if any, who controls the Company within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act against any and all loss, liability,
claim, damage and expense described in the indemnity contained in subsection (a)
of this Section, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto), including the Rule 430A Information and
the Rule 434 Information, if applicable, or any preliminary U.S. Prospectus or
the U.S. Prospectus (or any amendment or supplement thereto) in reliance upon
and in conformity with written information furnished to the Company by such U.S.
Underwriter through the U.S. Representatives expressly for use in the
Registration Statement (or any amendment thereto) or such preliminary prospectus
or the U.S. Prospectus (or any amendment or supplement thereto).

(c) Actions against Parties; Notification. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 6(a) above,
counsel to the indemnified parties shall be selected by Merrill Lynch, and, in
the case of parties indemnified pursuant to Section 6(b) above, counsel to the
indemnified parties shall be selected by the Company. An indemnifying party may
participate at its own expense in the defense of any such action; provided,
however, that counsel to the indemnifying party shall not (except with the
consent of the indemnified party) also be counsel to the indemnified party. In
no event shall the indemnifying parties be liable for fees and expenses of more
than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 6 or Section
7 hereof (whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party.

(d) Settlement without Consent if Failure to Reimburse. If at any time
an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and

<PAGE>

expenses of counsel, such indemnifying party agrees that it shall be liable for
any settlement of the nature contemplated by Section 6(a)(ii) effected without
its written consent if (i) such settlement is entered into more than 45 days
after receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at
least 30 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement.

SECTION 7. Contribution. If the indemnification provided for in Section 6
hereof is for any reason unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and the U.S. Underwriters on the other hand from the offering of the
Securities pursuant to this Agreement or (ii) if the allocation provided by
clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company on the one hand and of the U.S.
Underwriters on the other hand in connection with the statements or omissions
which resulted in such losses, liabilities, claims, damages or expenses, as well
as any other relevant equitable considerations.

The relative benefits received by the Company on the one hand and the U.S.
Underwriters on the other hand in connection with the offering of the U.S.
Securities pursuant to this Agreement shall be deemed to be in the same
respective proportions as the total net proceeds from the offering of the U.S.
Securities pursuant to this Agreement (before deducting expenses) received by
the Company and the total underwriting discount received by the U.S.
Underwriters, in each case as set forth on the cover of the U.S. Prospectus, or,
if Rule 434 is used, the corresponding location on the Term Sheet bear to the
aggregate initial public offering price of the U.S. Securities as set forth on
such cover.

The relative fault of the Company on the one hand and the U.S. Underwriters
on the other hand shall be determined by reference to, among other things,
whether any such untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
supplied by the Company or by the U.S. Underwriters and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.

The Company and the U.S. Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the U.S. Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 7. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 7 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any

21
<PAGE>

litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7, no U.S. Underwriter shall
be required to contribute any amount in excess of the amount by which the total
price at which the U.S. Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such
U.S. Underwriter has otherwise been required to pay by reason of any such untrue
or alleged untrue statement or omission or alleged omission.

No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 7, each person, if any, who controls a U.S.
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such U.S.
Underwriter, and each director of the Company, each officer of the Company who
signed the Registration Statement, and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act or Section 20 of the
1934 Act shall have the same rights to contribution as the Company. The U.S.
Underwriters' respective obligations to contribute pursuant to this Section 7
are several in proportion to the number of Initial U.S. Securities set forth
opposite their respective names in Schedule A hereto and not joint.

SECTION 8. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Agreement or in
certificates of officers of the Company or any of its subsidiaries submitted
pursuant hereto, shall remain operative and in full force and effect, regardless
of any investigation made by or on behalf of any U.S. Underwriter or controlling
person, or by or on behalf of the Company, and shall survive delivery of the
Securities to the U.S. Underwriters.

SECTION 9. Termination of Agreement.

(a) Termination; General. The U.S. Representatives may terminate this
Agreement, by notice to the Company, at any time at or prior to Closing Time (i)
if there has been, since the time of execution of this Agreement or since the
respective dates as of which information is given in the U.S. Prospectus, any
material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, or (ii) if there has occurred any material adverse
change in the financial markets in the United States or the international
financial markets, any outbreak of hostilities or escalation thereof or other
calamity or crisis or any change or development involving a prospective change
in national or international political, financial or economic conditions, in
each case the effect of which is such as to make it, in the judgment of the U.S.
Representatives, impracticable to market the Securities or to enforce contracts
for the sale of

22
<PAGE>

the Securities, or (iii) if trading in any securities of the Company has been
suspended or materially limited by the Commission or the New York Stock
Exchange, or if trading generally on the American Stock Exchange or the New York
Stock Exchange or in the Nasdaq National Market has been suspended or materially
limited, or minimum or maximum prices for trading have been fixed, or maximum
ranges for prices have been required, by any of said exchanges or by such system
or by order of the Commission, the National Association of Securities Dealers,
Inc. or any other governmental authority, or (iv) if a banking moratorium has
been declared by either Federal or New York authorities.

(b) Liabilities. If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in Section 4 hereof, and provided further that Sections
1, 6, 7 and 8 shall survive such termination and remain in full force and
effect.

SECTION 10. Default by One or More of the U.S. Underwriters. If one or
more of the U.S. Underwriters shall fail at Closing Time or a Date of Delivery
to purchase the Securities which it or they are obligated to purchase under this
Agreement (the "Defaulted Securities"), the U.S. Representatives shall have the
right, within 24 hours thereafter, to make arrangements for one or more of the
non-defaulting U.S. Underwriters, or any other underwriters, to purchase all,
but not less than all, of the Defaulted Securities in such amounts as may be
agreed upon and upon the terms herein set forth; if, however, the U.S.
Representatives shall not have completed such arrangements within such 24-hour
period, then:

(a) if the number of Defaulted Securities does not exceed 10% of the
number of U.S. Securities to be purchased on such date, each of the non-
defaulting U.S. Underwriters shall be obligated, severally and not jointly,
to purchase the full amount thereof in the proportions that their
respective underwriting obligations hereunder bear to the underwriting
obligations of all non-defaulting U.S. Underwriters, or

(b) if the number of Defaulted Securities exceeds 10% of the number
of U.S. Securities to be purchased on such date, this Agreement or, with
respect to any Date of Delivery which occurs after the Closing Time, the
obligation of the U.S. Underwriters to purchase and of the Company to sell
the U.S. Option Securities to be purchased and sold on such Date of
Delivery shall terminate without liability on the part of any non-
defaulting Underwriter.

No action taken pursuant to this Section shall relieve any defaulting U.S.
Underwriter from liability in respect of its default.

In the event of any such default which does not result in a termination of
this Agreement or, in the case of a Date of Delivery which is after the Closing
Time, which does not result in a termination of the obligation of the U.S.
Underwriters to purchase and the Company to sell the relevant U.S. Option
Securities, as the case may be, either the U.S. Representatives or the Company

23
<PAGE>

shall have the right to postpone Closing Time or the relevant Date of Delivery,
as the case may be, for a period not exceeding seven days in order to effect any
required changes in the Registration Statement or Prospectus or in any other
documents or arrangements. As used herein, the term "U.S. Underwriter" includes
any person substituted for a U.S. Underwriter under this Section 10.

SECTION 11. Default by the Company. If the Company shall fail at Closing
Time or at the Date of Delivery to sell the number of Securities that it is
obligated to sell hereunder, then this Agreement shall terminate without any
liability on the part of any non-defaulting party; provided, however, that the
provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect.
No action taken pursuant to this Section shall relieve the Company from
liability, if any, in respect of such default.

SECTION 12. Notices. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the U.S.
Underwriters shall be directed to the U.S. Representatives at North Tower, World
Financial Center, New York, New York 10281-1201, attention of [ ];
notices to the Company shall be directed to it at 1000 Sagamore Parkway South,
Lafayette, Indiana 47905, attention of Donald J. Ehrlich.

SECTION 13. Parties. This Agreement shall each inure to the benefit of
and be binding upon the U.S. Underwriters, the Company and their respective
successors. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, firm or corporation, other than the U.S.
Underwriters, the Company and their respective successors and the controlling
persons and officers and directors referred to in Sections 6 and 7 and their
heirs and legal representatives, any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision herein contained. This
Agreement and all conditions and provisions hereof are intended to be for the
sole and exclusive benefit of the U.S. Underwriters and the Company and their
respective successors, and said controlling persons and officers and directors
and their heirs and legal representatives, and for the benefit of no other
person, firm or corporation. No purchaser of Securities from any U.S.
Underwriters shall be deemed to be a successor by reason merely of such
purchase.

SECTION 14. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SPECIFIED
TIMES OF DAY REFER TO NEW YORK CITY TIME.

SECTION 15. Effect of Headings. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
construction hereof.

24
<PAGE>

If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement among
the U.S. Underwriters and the Company in accordance with its terms.

Very truly yours,

WABASH NATIONAL CORPORATION

By...............................
Title:

CONFIRMED AND ACCEPTED,
as of the date first above written:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
BY ALEX. BROWN INCORPORATED
ROBERT W. BAIRD & CO. INCORPORATED
MORGAN KEEGAN & COMPANY, INC.

By: MERRILL LYNCH, PIERCE, FENNER
& SMITH INCORPORATED

By...............................
Authorized Signatory

For itself and as U.S. Representatives of the other U.S. Underwriters named in
Schedule A hereto.

25
<PAGE>

SCHEDULE A

<TABLE>
<CAPTION>
Number of
Initial
Name of Underwriter Securities
- ------------------- ----------
<S> <C>

Merrill Lynch, Pierce, Fenner & Smith
Incorporated
BT Alex. Brown Incorporated
Robert W. Baird & Co. Incorporated
Morgan Keegan & Company, Inc.

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

Total..................................................................... 3,000,000
===================
</TABLE>

Sch A - 1
1
<PAGE>

SCHEDULE B

WABASH NATIONAL CORPORATION
3,000,000 Shares of Common Stock
(Par Value $0.01 Per Share)

1. The initial public offering price per share for the Securities,
determined as provided in said Section 2, shall be $____.

2. The purchase price per share for the U.S. Securities to be paid by the
several U.S. Underwriters shall be $[ ], being an amount equal to the initial
public offering price set forth above less $[ ] per share; provided that the
purchase price per share for any U.S. Option Securities purchased upon the
exercise of the over-allotment option described in Section 2(b) shall be reduced
by an amount per share equal to any dividends or distributions declared by the
Company and payable on the Initial U.S. Securities but not payable on the U.S.
Option Securities.

Sch A - 1
1
<PAGE>

SCHEDULE C

List of subsidiaries

Wabash National Finance Corporation

Continental Transit Corporation

Wabash International, Inc.

Roadrailer Bimodal Ltd.

Wabash National GmbH

Freuhauf Trailer Services, Inc.

Sch C - 1
1
<PAGE>

SCHEDULE D

List of persons and entities
subject to lock-up

Fruehauf Trailer Corporation

Donald J. Ehrlich
Dean A. Cervenka
Richard E. Dessimoz
Charles R. Ehrlich
Rodney P. Ehrlich
Charles E. Fish
Lawrence J. Gross
Mark R. Holden
Connie L. Koleszar
Wilfred E. Lewallen
Derek L. Nagle
Stanley E. Sutton
John T. Hackett
E. Hunter Harrison
Ludvik F. Koci

Sch D - 1
1
<PAGE>

Exhibit A

FORM OF OPINION OF COMPANY'S COUNSEL
TO BE DELIVERED PURSUANT TO
SECTION 5(b)

(i) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the state of Delaware.

(ii) The Company has corporate power and authority to own, lease and operate
its properties and to conduct its business as described in the Prospectuses and
to enter into and perform its obligations under the U.S. Purchase Agreement and
the International Purchase Agreement.

(iii) The Company is duly qualified as a foreign corporation to transact
business and is in good standing in each jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure so to qualify or
to be in good standing would not result in a Material Adverse Effect.

(iv) The authorized, issued and outstanding capital stock of the Company is
as set forth in the Prospectuses in the column entitled "Actual" under the
caption "Capitalization" (except for subsequent issuances, if any, pursuant to
the U.S. Purchase Agreement and the International Purchase Agreement or pursuant
to reservations, agreements or employee benefit plans referred to in the
Prospectuses or pursuant to the exercise of convertible securities or options
referred to in the Prospectuses); the shares of issued and outstanding capital
stock of the Company have been duly authorized and validly issued and are fully
paid and non-assessable; and none of the outstanding shares of capital stock of
the Company was issued in violation of the preemptive or other similar rights of
any securityholder of the Company.

A- 1
<PAGE>

(v) The Securities to be purchased by the U.S. Underwriters and the
International Managers from the Company have been duly authorized for issuance
and sale to the U.S. Underwriters and International Managers pursuant to the
U.S. Purchase Agreement and the International Purchase Agreement, respectively,
and, when issued and delivered by the Company pursuant to the U.S. Purchase
Agreement and the International Purchase Agreement respectively, against payment
of the consideration set forth in the U.S. Purchase Agreement and the
International Purchase Agreement, will be validly issued and fully paid and non-
assessable and no holder of the Securities is or will be subject to personal
liability by reason of being such a holder.

(vi) The issuance and sale of the Securities by the Company is not subject
to the preemptive or other similar rights of any securityholder of the Company.

(vii) Each Subsidiary has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the jurisdiction of its
incorporation, has corporate power and authority to own, lease and operate its
properties and to conduct its business as described in the Prospectuses and is
duly qualified as a foreign corporation to transact business and is in good
standing in each jurisdiction in which such qualification is required, whether
by reason of the ownership or leasing of property or the conduct of business,
except where the failure so to qualify or to be in good standing would not
result in a Material Adverse Effect; except as otherwise disclosed in the
Registration Statement, all of the issued and outstanding capital stock of each
Subsidiary has been duly authorized and validly issued, is fully paid and non-
assessable and, to the best of our knowledge, is owned by the Company, directly
or through subsidiaries, free and clear of any security interest, mortgage,
pledge, lien, encumbrance, claim or equity; none of the outstanding shares of
capital stock of any Subsidiary was issued in violation of the preemptive or
similar rights of any securityholder of such Subsidiary.

(viii) The U.S. Purchase Agreement and the International Purchase Agreement
have been duly authorized, executed and delivered by the Company.

(ix) The Registration Statement, including any Rule 462(b) Registration
Statement, has been declared effective under the 1933 Act; any required filing
of the Prospectuses pursuant to Rule 424(b) has been made in the manner and
within the time period required by Rule 424(b); and, to the best of our
knowledge, no stop order suspending the effectiveness of the Registration
Statement or any Rule 462(b) Registration Statement has been issued under the
1933 Act and no proceedings for that purpose have been instituted or are pending
or threatened by the Commission.

A-2
<PAGE>

(x) The Registration Statement, including any Rule 462(b) Registration
Statement, the Rule 430A Information and the Rule 434 Information, as
applicable, the Prospectuses, excluding the documents incorporated by reference
therein, and each amendment or supplement to the Registration Statement and the
Prospectuses, excluding the documents incorporated by reference therein, as of
their respective effective or issue dates (other than the financial statements
and supporting schedules included therein or omitted therefrom, as to which we
need express no opinion) complied as to form in all material respects with the
requirements of the 1933 Act and the 1933 Act Regulations.

(xi) The documents incorporated by reference in the Prospectus (other
than the financial statements and supporting schedules included therein or
omitted therefrom, as to which we need express no opinion), when they were filed
with the Commission, complied as to form in all material respects with the
requirements of the 1934 Act and the rules and regulations of the Commission
thereunder.

(xiii) The form of certificate used to evidence the Common Stock complies
in all material respects with all applicable statutory requirements, with any
applicable requirements of the charter and by-laws of the Company and the
requirements of the New York Stock Exchange.

(xiv) To the best of our knowledge, there is not pending or threatened any
action, suit, proceeding, inquiry or investigation, to which the Company or any
subsidiary is a party, or to which the property of the Company or any subsidiary
is subject, before or brought by any court or governmental agency or body,
domestic or foreign, which might reasonably be expected to result in a Material
Adverse Effect, or which might reasonably be expected to materially and
adversely affect the properties or assets thereof or the consummation of the
transactions contemplated in the U.S. Purchase Agreement and International
Purchase Agreement or the performance by the Company of its obligations
thereunder.

(xv) To the best of our knowledge, there are no statutes or regulations
that are required to be described in the Prospectuses that are not described as
required.

(xvi) All descriptions in the Prospectuses of contracts and other
documents to which the Company or its subsidiaries are a party are accurate in
all material respects; to the best of our knowledge, there are no franchises,
contracts, indentures, mortgages, loan agreements, notes, leases or other
instruments required to be described or referred to in the Registration
Statement or to be filed as exhibits thereto other than those described or
referred to therein or filed or incorporated by reference as exhibits thereto,
and the descriptions thereof or references thereto are correct in all material
respects.

A-3
<PAGE>

(xvii) To the best of our knowledge, neither the Company nor any subsidiary
is in violation of its charter or by-laws and no default by the Company or any
subsidiary exists in the due performance or observance of any material
obligation, agreement, covenant or condition contained in any contract,
indenture, mortgage, loan agreement, note, lease or other agreement or
instrument that is described or referred to in the Registration Statement or the
Prospectuses or filed or incorporated by reference as an exhibit to the
Registration Statement.

(xiii) No filing with, or authorization, approval, consent, license, order,
registration, qualification or decree of, any court or governmental authority or
agency, domestic or foreign (other than under the 1933 Act and the 1933 Act
Regulations, which have been obtained, or as may be required under the
securities or blue sky laws of the various states, as to which we need express
no opinion) is necessary or required in connection with the due authorization,
execution and delivery of the U.S. Purchase Agreement and the International
Purchase Agreement or for the offering, issuance, sale or delivery of the
Securities.

(xix) The execution, delivery and performance of the U.S. Purchase
Agreement and the International Purchase Agreement and the consummation of the
transactions contemplated in U.S. Purchase Agreement, the International Purchase
Agreement and in the Registration Statement (including the issuance and sale of
the Securities and the use of the proceeds from the sale of the Securities as
described in the Prospectus under the caption "Use Of Proceeds") and compliance
by the Company with its obligations under the Purchase Agreement do not and will
not, whether with or without the giving of notice or lapse of time or both,
conflict with or constitute a breach of, or default or Repayment Event (as
defined in Section 1(a)(xi) of the Purchase Agreements) under or result in the
creation or imposition of any lien, charge or encumbrance upon any property or
assets of the Company or any subsidiary pursuant to any contract, indenture,
mortgage, deed of trust, loan or credit agreement, note, lease or any other
agreement or instrument, known to us, to which the Company or any subsidiary is
a party or by which it or any of them may be bound, or to which any of the
property or assets of the Company or any subsidiary is subject (except for such
conflicts, breaches or defaults or liens, charges or encumbrances that would not
have a Material Adverse Effect), nor will such action result in any violation of
the provisions of the charter or by-laws of the Company or any subsidiary, or
any applicable law, statute, rule, regulation, judgment, order, writ or decree,
known to us, of any government, government instrumentality or court, domestic or
foreign, having jurisdiction over the Company or any subsidiary or any of their
respective properties, assets or operations.

A-4
<PAGE>

Nothing has come to our attention that would lead us to believe that the
Registration Statement or any amendment thereto, including the Rule 430A
Information and Rule 434 Information (if applicable), (except for financial
statements and schedules and other financial data included or incorporated by
reference therein or omitted therefrom, as to which we need make no statement),
at the time such Registration Statement or any such amendment became effective,
contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading or that the Prospectuses or any amendment or supplement thereto
(except for financial statements and schedules and other financial data included
or incorporated by reference therein or omitted therefrom, as to which we need
make no statement), at the time the Prospectuses were issued, at the time any
such amended or supplemented prospectus was issued or at the Closing Time,
included or includes an untrue statement of a material fact or omitted or omits
to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading.

In rendering such opinion, such counsel may rely as to matters of fact (but not
as to legal conclusions), to the extent they deem proper, on certificates of
responsible officers of the Company and public officials. Such opinion shall
not state that it is to be governed or qualified by, or that it is otherwise
subject to, any treatise, written policy or other document relating to legal
opinions, including, without limitation, the Legal Opinion Accord of the ABA
Section of Business Law (1991).

A-5
<PAGE>

[Form of lock-up from directors, officers or other stockholders]

_________, 1998

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated,
BT ALEX. BROWN INCORPORATED
ROBERT W. BAIRD & CO. INCORPORATED
MORGAN KEEGAN & COMPANY, INC.
as U.S. Representatives of the several
U.S. Underwriters to be named in the
U.S. Purchase Agreement

c/o Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
North Tower
World Financial Center
New York, New York 10281-1209

Re: Proposed Public Offering by Wabash National Corporation
-------------------------------------------------------

Dear Sirs:

The undersigned, a stockholder [and an officer and/or director] of Wabash
National Corporation, a Delaware corporation (the "Company"), understands that
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch"), BT Alex. Brown Incorporated, Robert W. Baird & Co.
Incorporated and Morgan Keegan & Company, Inc. propose to enter into a U.S.
Purchase Agreement (the "U.S. Purchase Agreement") with the Company providing
for the public offering of shares (the "Securities") of the Company's common
stock, par value $.01 per share (the "Common Stock"). In recognition of the
benefit that such an offering will confer upon the undersigned as a stockholder
[and an officer and/or director] of the Company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned agrees with each underwriter to be named in the U.S. Purchase
Agreement that, during a period of ___ days from the date of the U.S. Purchase
Agreement, the undersigned will not,

A-6
<PAGE>

without the prior written consent of Merrill Lynch, directly or indirectly, (i)
offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant for
the sale of, or otherwise dispose of or transfer any shares of the Company's
Common Stock or any securities convertible into or exchangeable or exercisable
for Common Stock, whether now owned or hereafter acquired by the undersigned or
with respect to which the undersigned has or hereafter acquires the power of
disposition, or (ii) enter into any swap or any other agreement or any
transaction that transfers, in whole or in part, directly or indirectly, the
economic consequence of ownership of the Common Stock, whether any such swap or
transaction is to be settled by delivery of Common Stock or other securities, in
cash or otherwise.

Very truly yours,

Signature:
------------------

Print Name:
-----------------

PURCHAG.WPD

A-7

<PAGE>

[LETTERHEAD OF HOGAN & HARTSON]

March 23, 1998

Board of Directors
Wabash National Corporation
1000 Sagamore Parkway South
Lafayette, Indiana 47905

Ladies and Gentlemen:

We are acting as counsel to Wabash National Corporation, a Delaware
corporation (the "Company"), in connection with its registration statement on
Form S-3, as amended (the "Registration Statement") filed with the Securities
and Exchange Commission relating to the proposed public offering by the Company
of up to 3,450,000 shares of the Company's common stock, par value $.01 per
share, (the "Shares"). This opinion letter is furnished to you at your request
to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K,
17 C.F.R. (S) 229.601(b)(5), in connection with the Registration Statement.

For purposes of this opinion letter, we have examined copies of the
following documents:

1. An executed copy of the Registration Statement.

2. The Certificate of Incorporation of the Company, as certified by
the Secretary of the State of the State of Delaware on March 5,
1998 and by the Secretary of the Company on the date hereof as
then being complete, accurate and in effect.

3. The Bylaws of the Company, as certified by the Secretary of the
Company on the date hereof as then being complete, accurate and
in effect.

4. The proposed form of U.S. Purchase Agreement and proposed form of
International Purchase Agreement by and among the Company and the
prospective underwriters for the offerings,
<PAGE>

Board of Directors
Wabash National Corporation
March 23, 1998
Page 2

filed as Exhibits 1.01 and 1.02 to the Registration Statement
(collectively, the "Purchase Agreements").

5. Unanimous Written Consent of the Board of Directors of the
Company adopted on March 20, 1998, as certified by the Secretary
of the Company on the date hereof as then being complete,
accurate and in effect, relating to the issuance and sale of the
Primary Shares and arrangements in connection therewith.

In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity, accuracy and completeness of all documents submitted to us, and
the conformity with the original documents of all documents submitted to us as
certified, telecopied, photostatic, or reproduced copies. This opinion letter
is given, and all statements herein are made, in the context of the foregoing.

This opinion letter is based as to matters of law solely on the
General Corporation Law of the State of Delaware. We express no opinion herein
as to any other laws, statutes, regulations, or ordinances.

Based upon, subject to and limited by the foregoing, we are of the
opinion that following (i) final action of the Pricing Committee of the Board of
Directors of the Company approving the price of the Shares, (ii) execution and
delivery by the Company of the Purchase Agreements, (iii) effectiveness of the
Registration Statement, (iv) issuance of the Shares pursuant to the terms of the
Purchase Agreements and (v) receipt by the Company of the consideration for the
Shares specified in the resolutions of the Board of Directors and the Pricing
Committee referred to above, the Shares will

<PAGE>

Board of Directors
Wabash National Corporation
March 23, 1998
Page 3

be validly issued, fully paid and nonassessable under the General Corporation
Law of the State of Delaware.

We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing of the Registration
Statement on the date of this opinion letter and should not be quoted in whole
or in part or otherwise be referred to, nor filed with or furnished to any
governmental agency or other person or entity, without the prior written consent
of this firm.

We hereby consent to the filing of this opinion letter as Exhibit 5.01
to the Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the prospectus constituting a part of the
Registration Statement. In giving this consent, we do not thereby admit that we
are an "expert" within the meaning of the Securities Act of 1933, as amended.

Very truly yours,

HOGAN & HARTSON L.L.P.

<PAGE>

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our report
included in this registration statement and to the incorporation by reference in
this registration statement of our report dated January 19, 1998 included in
Wabash National Corporation's Form 10-K for the year ended December 31, 1997 and
to all references to our Firm included in this registration statement.

ARTHUR ANDERSEN LLP

Indianapolis, Indiana
March 24, 1998