<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
Wabash National Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
WABASH NATIONAL CORPORATION
1000 SAGAMORE PARKWAY SOUTH
LAFAYETTE, INDIANA 47905
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The 2000 Annual Meeting of Stockholders of Wabash National Corporation will
be held at the University Inn, 3001 Northwestern Avenue, West Lafayette,
Indiana, 47906 on Tuesday, May 9, 2000, at 3:00 p.m. for the following purposes:
1. To elect six members of the Board of Directors.
2. To consider and act upon such other business as may properly come
before the meeting.
Whether or not you expect to attend the meeting, you are requested to sign,
date and return the enclosed proxy as promptly as possible in the enclosed
stamped envelope.
By Order of the Board of Directors
JOHN R. GAMBS
SECRETARY
Lafayette, Indiana
April 5, 2000
<PAGE> 3
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS--MAY 9, 2000
This Proxy Statement is furnished on or about April 5, 2000 to stockholders
of Wabash National Corporation (the "Corporation"), 1000 Sagamore Parkway South,
Lafayette, Indiana 47905, in connection with the solicitation by the Board of
Directors of the Corporation of proxies to be voted at the Annual Meeting of
Stockholders to be held at the University Inn, 3001 Northwestern Avenue, West
Lafayette, Indiana, 47906 on Tuesday, May 9, 2000. The stockholder giving the
proxy has the power to revoke the proxy at any time before it is exercised. Such
right of revocation is not limited by or subject to compliance with any formal
procedure.
The cost of soliciting proxies will be borne by the Corporation. Copies of
solicitation material may be furnished to brokers, custodians, nominees and
other fiduciaries for forwarding to beneficial owners of shares of the
Corporation's Common Stock, and normal handling charges may be paid for such
forwarding service. Solicitation of proxies may be made by mail, personal
interview, telephone and telegraph by officers and other management employees of
the Corporation, who will receive no additional compensation for their services.
At the close of business on February 29, 2000, there were 22,985,186 shares
of the Common Stock and 1,198,916 shares of common stock underlying Preferred
Stock of the Corporation outstanding and entitled to vote at the meeting. Only
stockholders of record on March 23, 2000 will be entitled to vote at the
meeting, and each share will have one vote.
ELECTION OF DIRECTORS
Six directors are to be elected for terms of one year or until their
successors are duly elected and qualified. Proxies representing shares held on
the record date which are returned duly executed will be voted, unless otherwise
specified, in favor of the six nominees for the Board of Directors named below.
All such nominees are currently directors of the Corporation. Each of the
nominees has consented to be named herein and to serve on the Board if elected.
The name, age, business experience, current committee memberships and
directorships of each nominee for director are as follows:
Richard E. Dessimoz............Age 52
Vice President of the Corporation and Chief
Executive Officer of Wabash National Finance
Corporation since its inception in December
1991. Mr. Dessimoz is also a director of APACHE
Medical Systems, Inc., a producer of software
and services for the medical industry.
Donald J. Ehrlich..............Member--Executive Committee
Age 62
President and Chief Executive Officer of the
Corporation since its founding and Chairman of
the Board since May 1995. Mr. Ehrlich is also a
director of Danaher Corporation, a diversified
manufacturer, Indiana Secondary Market
Corporation and Lafayette Community Bank.
John T. Hackett................Member--Audit, Executive and Compensation
Committees
Age 67
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, Ball
Corporation, Waterlink, Inc. and is Chairman of
the Board of Indiana Secondary Market
Corporation.
1
<PAGE> 4
E. Hunter Harrison.............Member--Audit Committee
Age 55
Executive Vice President and Chief Operating
Officer of Canadian National Railway, Co.,
since March 1998. He previously served as
President and Chief Executive Officer of
Illinois Central Railroad since February 1993
and as Senior Vice President of Operations
since July 1992. Mr. Harrison also serves on
the Board Of Directors of Belt Railway Co. in
Chicago, Illinois; Terminal Railway in St.
Louis, Missouri; TTX Co. in Chicago, Illinois;
and the Association of American Railroads.
Mark R. Holden.................Member--Executive Committee
Age 40
Vice President and Chief Financial Officer of
the Corporation since March 1995. He previously
served as Vice President and Controller of the
Corporation. Prior to his employment by the
Corporation in December 1992, Mr. Holden was
employed by Arthur Andersen LLP from 1981 to
December 1992.
Ludvik F. Koci.................Member--Compensation Committee
Age 63
Vice Chairman of Detroit Diesel Corporation in
Detroit, Michigan since 1997. He previously
served as President and Chief Operating Officer
since December 1989. Mr. Koci also serves on
the Board of Directors of Detroit Diesel
Corporation and the Board of Directors of VM
Motori, Italy.
Donald J. Ehrlich is the brother of Charles R. Ehrlich and Rodney P.
Ehrlich, executive officers of the Corporation.
BOARD COMMITTEES
The Board of Directors has established a Compensation Committee, an
Executive Committee and an Audit Committee.
The Compensation Committee is responsible for determining the Corporation's
compensation policies for executive officers and for administering the
Corporation's 1992 Stock Option Plan pursuant to the provisions of the Plan.
This Committee met once during 1999.
The Executive Committee is responsible for exercising the authority of the
Board of Directors, to the extent permitted by law and the by-laws of the
Corporation, in the interval between meetings of the Board when an emergency
issue or scheduling makes it difficult to convene all directors. This Committee
did not meet during 1999.
The Audit Committee is responsible for recommending the selection of
independent accountants, reviewing the independent accountants' assessments of
the adequacy of the Corporation's internal control system and reviewing the
scope and results of the external audit process. This Committee met five times
during 1999.
ATTENDANCE AT MEETINGS
During 1999, the Board of Directors of the Corporation held five meetings.
All directors of the Corporation attended 75% or more of all Board meetings and
meetings of committees on which they served in that year.
2
<PAGE> 5
DIRECTORS' FEES
Directors who are not officers or otherwise affiliated with the Corporation
receive $3,000 per calendar quarter and $1,000 for each Board meeting attended.
During 1999, directors who were not officers of the Corporation each received
1,500 stock options. Options granted had an exercise price of $16.0625 per
share, which was the fair market value at the time of grant. Options granted to
Directors, who are not officers, are exercisable beginning six months after date
of grant.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Securities Exchange Act of 1934 requires the Corporation's directors,
executive officers and 10% stockholders to file reports of ownership of equity
securities of the Corporation. To the Corporation's knowledge, based solely on
review of the copies of such reports furnished to the Corporation during the
year ended December 31, 1999 all of such required filings were made on a timely
basis.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth certain information as of February 29, 2000
(unless otherwise specified) with respect to the beneficial ownership of the
Corporation's Common Stock by each person who is known to own beneficially more
than 5% of the outstanding shares of Common Stock, each person currently serving
as a director, each nominee for director, each Named Officer (as defined below),
and all directors and executive officers as a group:
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
NAME AND ADDRESS BENEFICIALLY PERCENT
OF BENEFICIAL OWNER OWNED (1) OF CLASS
<S> <C> <C>
Morgan Stanley Dean Witter & Co............................................. 1,218,160(2) 5.3%
1585 Broadway
New York, NY 10036
Donald J. Ehrlich........................................................... 547,632(3) 2.4%
Richard E. Dessimoz......................................................... 40,820(4) *
Lawrence J. Gross........................................................... 40,370(4) *
Mark R. Holden.............................................................. 30,320(5) *
John T. Hackett............................................................. 18,300(6) *
E. Hunter Harrison.......................................................... 21,000(6) *
Ludvik F. Koci.............................................................. 17,000(6) *
Derek L. Nagle.............................................................. 6,100(7) *
All Executive Officers and Directors as a group (19 persons)................ 943,742 4.1%
</TABLE>
[FN]
* Less than one percent.
</FN>
3
<PAGE> 6
[FN]
(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 May 9, 2000 are deemed outstanding for purposes of computing the
percentage ownership of the person holding such options 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) Based solely on a Schedule 13G filed February 4, 2000.
(3) Includes currently exercisable options to purchase 221,920 shares.
(4) Includes currently exercisable options to purchase 37,820 shares.
(5) Includes currently exercisable options to purchase 30,320 shares.
(6) Includes currently exercisable options to purchase 15,000 shares.
(7) Includes currently exercisable options to purchase 3,600 shares.
</FN>
COMPENSATION
EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation for
services in all capacities to the Corporation for the fiscal years ended
December 31, 1999, 1998, and 1997 of the Chief Executive Officer and the other
four most highly compensated executive officers of the Corporation as of
December 31, 1999 (the "Named Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS ALL OTHER
ANNUAL COMPENSATION ---------------- COMPENSATION(1)
NAME AND PRINCIPAL ------------------------------- UNDERLYING --------------------
POSITION YEAR SALARY BONUS(2) OPTIONS(#) 401(K) INSURANCE
- ------------------------------------------ ----- --------- --------- ---------------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Donald J. Ehrlich......................... 1999 $ 545,000 $ 419,650 135,000 $ 4,080 $ 1,647
President and Chief Executive Officer 1998 $ 475,000 $ 0 95,000 $ 2,525 $ 2,106
1997 $ 400,000 $ 285,600 65,000 $ 2,850 $ 2,106
Mark R. Holden............................ 1999 $ 250,000 $ 137,500 25,000 $ 2,480 $ 243
Vice President-Chief Financial Officer 1998 $ 210,000 $ 0 15,000 $ 2,500 $ 198
1997 $ 177,650 $ 90,601 10,000 $ 2,665 $ 198
Derek L. Nagle............................ 1999 $ 250,000 $ 65,000 6,250 $ 2,325 $ 396
Vice President of the Corporation and 1998 $ 250,000 $ 0 5,000 $ 2,250 $ 1,131
President-Fruehauf Trailer Services, Inc. 1997 $ 176,730 $ 72,106 5,000 $ 1,125 $ 800
Richard E. Dessimoz....................... 1999 $ 230,000 $ 126,500 25,000 $ 2,480 $ 639
Vice President of the Corporation and CEO- 1998 $ 200,000 $ 0 15,000 $ 2,500 $ 864
Wabash National Finance Corporation 1997 $ 177,650 $ 90,601 10,000 $ 2,665 $ 864
Lawrence J. Gross......................... 1999 $ 220,000 $ 121,000 20,000 $ 2,480 $ 396
Vice President-Marketing 1998 $ 190,000 $ 0 15,000 $ 2,500 $ 306
1997 $ 177,650 $ 90,601 10,000 $ 2,665 $ 306
</TABLE>
[FN]
(1) "All Other Compensation" consists of (i) contributions to the Corporation's
401(k) Plan on behalf of all of the Named Officers, and (ii) payments by the
Corporation with respect to term life insurance for the benefit of the Named
Officers.
(2) See the Report on Executive Compensation for a description of the Bonus
Plan.
</FN>
4
<PAGE> 7
OPTION GRANTS
Shown below is information on grants to the Named Officers of stock options
pursuant to the Corporation's 1992 Stock Option Plan during the year ended
December 31, 1999.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------------------------------
NUMBER OF PERCENTAGE OF POTENTIAL REALIZABLE VALUE AT
SECURITIES TOTAL OPTIONS ASSUMED ANNUAL RATES OF
UNDERLYING GRANTED TO EXERCISE OR STOCK PRICE APPRECIATION
OPTIONS EMPLOYEES BASE PRICE EXPIRATION FOR OPTION TERM (3)
NAME GRANTED(1) IN 1999 (PER SHARE)(2) DATE 5%($) 10%($)
---- ---------- ------------- -------------- ---------- -----------------------------
<S> <C> <C> <C> <C> <C> <C>
Donald J. Ehrlich...... 135,000 25.33% $21.5625 9/17/09 $1,830,673 $4,639,284
Mark R. Holden......... 25,000 4.69% $21.5625 9/17/09 339,013 859,128
Derek L. Nagle......... 6,250 1.17% $21.5625 9/17/09 84,753 214,782
Richard E. Dessimoz.... 25,000 4.69% $21.5625 9/17/09 339,013 859,128
Lawrence J. Gross...... 20,000 3.75% $21.5625 9/17/09 271,211 687,301
</TABLE>
[FN]
(1) Options become exercisable ratably beginning one year from date of
grant through five years of date of grant.
(2) Options were granted having exercise prices at fair market value on the date
of grant.
(3) The dollar amounts set forth under these columns are the result of
calculations of assumed annual rates of stock price appreciation from
September 17, 1999 (the date of grant) to September 17, 2009 (the date of
expiration of such options) of 5% and 10%. These assumptions are not
intended to forecast future appreciation of the Corporation's stock price.
The Corporation's stock price may increase or decrease in value over the
time period set forth above.
</FN>
OPTION FISCAL YEAR-END VALUES
Shown below is information with respect to the unexercised options to
purchase the Corporation's Common Stock granted under the 1992 Stock Option
Plan, as amended. None of the Named Officers exercised any stock options during
the fiscal year ended December 31, 1999.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
HELD AT DECEMBER 31, 1999 AT DECEMBER 31, 1999(1)
-------------------------------- -------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Donald J. Ehrlich.................................... 221,920 251,280 $ 0 $ 0
Mark R. Holden....................................... 30,320 45,880 0 0
Derek L. Nagle....................................... 3,000 13,250 0 0
Richard E. Dessimoz.................................. 37,820 45,880 0 0
Lawrence J. Gross.................................... 37,820 40,880 0 0
</TABLE>
[FN]
(1) Based on the closing price on the New York Stock Exchange-Composite
Transactions of the Corporation's Common Stock on that date ($15.00 per
share).
</FN>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
During 1999, decisions on cash compensation and stock options of the
Corporation's executive officers were made by the Compensation Committee of the
Board of Directors, which has furnished the following report on its policies.
This report is not deemed to be "soliciting material" or to be "filed" with the
Securities and Exchange Commission (the "SEC") or subject to the SEC's proxy
rules or to the liabilities of Section 18 of the Securities Exchange Act of
1934, as amended (the "1934 Act"), and the report shall not be deemed to be
incorporated by reference into any prior or subsequent filing by the Corporation
under the Securities Act of 1933, as amended or the 1934 Act.
5
<PAGE> 8
Compensation Policies Toward Executive Officers
The Corporation's executive compensation policies are intended to provide
competitive levels of compensation that reflect the Corporation's annual and
long-term performance goals, reward superior corporate performance, and assist
the Corporation in attracting and retaining qualified executives. Total
compensation for each of the Named Officers as well as the other executive
officers is comprised of three principal components: base salary, annual
incentive compensation and grants of options to purchase the Corporation's
Common Stock.
Base Salary. Each year the Compensation Committee determines the base
salaries of each of the executive officers and that of the Chief Executive
Officer based on available competitive compensation data and the Compensation
Committee's assessment of each officer's past performance and its expectation as
to future contributions.
Annual Bonus Plan. The amount of annual bonuses paid to the executive
officers under the Corporation's bonus program (the "Bonus Plan") depends
primarily upon whether, and the extent to which, the Corporation achieved
certain pre-established working capital, profit and specific strategic
objectives. Under the Bonus Plan, the Corporation has established for each
participant a percentage of his annual base salary which is to be the
participant's standard bonus percentage (the "Standard Bonus Percentage"). The
Standard Bonus Percentages are reviewed each year by the Compensation Committee
and changes are made when deemed necessary.
Generally, if the Corporation achieves its working capital, profit and
specific strategic objectives, each Bonus Plan participant will accrue a bonus
for the year which is equal to his Standard Bonus Percentage of his base pay for
the year. If the Corporation's performance is 10%, 20%, 30%, 40%, or 50% above
its objectives, each participant accrues a bonus equal to 120%, 140%, 160%, 180%
or 200% of his Standard Bonus Percentage of base pay, respectively. Bonuses are
prorated for Corporation performance which falls between these achievement
percentages. After the bonus percentage is computed for each Bonus Plan
participant, the Compensation Committee may in its discretion increase or
decrease the percentage, based upon individual performance. Bonuses are paid to
participants in the calendar year following the year in which bonuses are
accrued by the participants. Bonuses for 1997, 1998 and 1999 for each of the
Named Officers appear under the caption "Bonus" in the Summary Compensation
Table on page 4.
Long Term Compensation Through Stock Options. In 1992, the Corporation
adopted its 1992 Stock Option Plan (the "1992 Plan") to provide for
discretionary grants of stock options to employees as a means of achieving the
goal of creating long-term compensation incentives. During 1999, the 1992 Plan
was administered by the Compensation Committee. Options granted to employees
under the 1992 Plan vest cumulatively to the extent of one-fifth of the amount
granted on each of the first five anniversary dates of the date of effectiveness
of such grants. Individual option grants were made by the Compensation Committee
based upon the Compensation Committee's deliberations as to the individual's
contribution to the Corporation, overall level of compensation and seniority.
Options granted in 1999 had an exercise price of $21.5625 per share, which was
the fair market value at the time of grant.
Mr. Ehrlich's 1999 Compensation
Mr. Ehrlich generally participates in the same executive compensation plans
and arrangements available to the other senior executives. Accordingly, his
compensation also consists of annual base salary, annual bonus and grants of
options. The Compensation Committee's general approach in setting Mr. Ehrlich's
compensation is to be competitive with other companies in industry, but to have
a large portion of his salary based upon the Corporation's performance.
6
<PAGE> 9
SECTION 162(M)
Section 162(m) of the Internal Revenue Code limits tax deductions for
executive compensation to $1 million. There are several exemptions to Section
162(m), including one for qualified performance-based compensation. To be
qualified, performance-based compensation must meet various requirements
including shareholder approval. The Committee intends to consider annually
whether it should adopt a policy regarding 162(m) and to date has concluded that
it was not appropriate to do so. One reason for this conclusion is that,
assuming the current compensation policies and philosophy remain in place,
Section 162(m) will not be applicable in the near term to any executive's
compensation.
Submitted by the
Members of the Compensation Committee
John T. Hackett
Ludvik F. Koci
7
<PAGE> 10
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
The following graph shows a comparison of cumulative total returns for an
investment in the Common Stock of the Corporation, the S&P 500 Composite Index
and the Dow Jones Transportation Index. This graph is not deemed to be
"soliciting material" or to be "filed" with the SEC or subject to the SEC's
proxy rules or to the liabilities of Section 18 of the 1934 Act, and the graph
shall not be deemed to be incorporated by reference into any prior or subsequent
filing by the Corporation under the Securities Act of 1933, as amended, or the
1934 Act.
COMPARISON OF CUMULATIVE TOTAL RETURN TO SHAREHOLDERS
DECEMBER 31, 1991 THROUGH DECEMBER 31, 1999
AMONG WABASH NATIONAL CORPORATION, THE S&P 500 INDEX
AND THE DOW JONES TRANSPORTATION INDEX
(RETURN ASSUMES DIVIDEND REINVESTMENT)
(INSERT GRAPH)
<TABLE>
<CAPTION>
WNC S & P 500 D.J. TRANSPORT
-------------------- ------------------------ ------------------------
INDEX RETURN INDEX RETURN INDEX RETURN
------ ------- -------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
12/31/91 16.50 100.00 429.29 100.00 1,358.00 100.00
12/31/92 16.58 100.51 448.10 104.38 1,449.19 106.71
12/31/93 22.73 137.78 479.02 111.58 1,762.31 129.77
12/31/94 39.08 236.85 472.46 110.06 1,455.00 107.14
12/31/95 22.48 136.21 629.73 146.69 1,981.00 145.88
12/31/96 18.49 112.09 755.65 176.02 2,255.63 166.10
12/31/97 28.44 172.41 985.93 229.67 3,256.50 239.80
12/31/98 20.46 123.97 1,245.43 290.11 3,149.31 231.91
12/31/99 15.00 90.91 1,469.25 352.26 2,977.20 219.23
</TABLE>
8
<PAGE> 11
CERTAIN TRANSACTIONS
During 1999, Wabash sold RoadRailer(TM) truck trailers to Canadian National
Railway, Co. in the ordinary course of business for approximately $6,000,000 in
revenue. E. Hunter Harrison, a current director of the Corporation and nominee
for re-election, is Executive Vice President and Chief Operating Officer of
Canadian National Railway, Co.
PROVISIONS OF THE CERTIFICATE OF INCORPORATION
WITH ANTI-TAKEOVER EFFECTS
AUTHORIZED SHARES OF CAPITAL STOCK
The Certificate of Incorporation authorizes the issuance of up to
75,000,000 shares of Common Stock, 22,985,186 shares of which were issued and
outstanding as of February 29, 2000, and up to 25,000,000 shares of Preferred
Stock, 482,041 shares of which were outstanding as of February 29, 2000.
Additional shares of Preferred Stock with voting rights could be issued and
would then represent an additional class of stock required to approve any
proposed acquisition. In addition, such shares of Preferred Stock, together with
authorized but unissued shares of Common Stock, could also represent additional
capital required to be purchased by an acquirer. Issuance of such additional
shares may also dilute the voting interest of the Corporation's stockholders.
On November 7, 1995, the Board of Directors adopted a Stockholder Rights
Plan (the "Plan"). The Plan is designed to deter coercive or unfair takeover
tactics, to prevent a person or group from gaining control of the Corporation
without offering fair value to all shareholders and to deter other abusive
takeover tactics which are not in the best interest of shareholders.
Under the terms of the Plan, each share of Common Stock is accompanied by
one right; each right entitles the shareholder to purchase from the Corporation,
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 Corporation (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 Corporation 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 Corporation). The
rights will expire in November 2005, unless redeemed earlier by the Corporation.
If, subsequent to the rights becoming exercisable, the Corporation 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 Corporation with a market value equal to twice the exercise price of
each right. Alternatively, if a 20% holder acquires the Corporation by means of
a merger in which the Corporation and its stock survives, or if any person
acquires 20% or more of the Corporation's Common Stock, each right not owned by
a 20% or more shareholder, would become exercisable for Common Stock of the
Corporation (or, in certain circumstances, other consideration) having a market
value equal to twice the exercise price of the right.
VOTING PROCEDURES
Shares can be voted only if the stockholder is present in person or by
proxy. Whether or not you plan to attend in person, you are encouraged to sign
and return the enclosed proxy card. The representation in person or by proxy of
at least a majority of the outstanding shares entitled to vote is necessary to
provide a quorum at the meeting. Directors are elected by a plurality of the
affirmative votes cast.
Abstentions and "non-votes" are counted as present in determining whether
the quorum requirement is satisfied. Abstentions and "non-votes" are treated as
votes against proposals presented to stockholders other than elections of
directors. A "non-vote" occurs when a nominee holding shares for a beneficial
owner votes on one proposal, but does not vote on another proposal because the
nominee does not have discretionary voting power and has not received
instructions from the beneficial owner.
9
<PAGE> 12
INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm of Arthur Andersen LLP has acted as the Corporation's
independent public accountants for the year ended December 31, 1999 and has been
selected by the Board of Directors to act as such for 2000. Representatives of
Arthur Andersen LLP are expected to be present at the stockholders meeting and
will have an opportunity to make a statement if they desire and are expected to
be available to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 2001 Annual Meeting
of the Corporation (other than proposals submitted under Securities Exchange Act
Rule 14a-8) must be received at the Corporation's principal executive offices no
later than February 20, 2001. Stockholder proposals intended to be presented
under Rule 14a-8 must be received at the Corporation's principal executive
offices no later than December 6, 2000.
OTHER MATTERS
Management knows of no matters to be presented for action at the meeting
other than the matters mentioned above. However, if any other matters properly
come before the meeting, it is intended that the persons named in the
accompanying form of proxy will vote on such other matters in accordance with
their best judgement.
By Order of the Board of Directors
JOHN R. GAMBS
SECRETARY
April 5, 2000
10
<PAGE> 13
WABASH NATIONAL CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS TO BY HELD MAY 9, 2000
The undersigned hereby appoints Donald J. Ehrlich and Mark R. Holden, or each
of them, the proxies of the undersigned, with full power of substitution, to
vote all shares of Common Stock of Wabash National Corporation which the
undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Company to be held May 9, 2000, or any adjournment thereof, as follows:
YOUR VOTE IS IMPORTANT. IF YOU DO NOT EXPECT TO ATTEND THE ANNUAL MEETING,
OR IF YOU DO PLAN TO ATTEND BUT WISH TO VOTE BY PROXY, PLEASE DATE, SIGN AND
MAIL THIS PROXY.
A RETURN ENVELOPE IS PROVIDED FOR THIS PURPOSE.
(Continued and to be signed on reverse side)
<PAGE> 14
WABASH NATIONAL CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
[ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED PROPOSITION.
<TABLE>
<S> <C> <C> <C> <C>
1. ELECTION OF SIX DIRECTORS BY ALL STOCKHOLDERS --
Nominees: 01-Richard E. Dessimoz, FOR WITHHOLD
02- Donald J. Ehrlich, 03- John T. Hackett, ALL ALL FOR ALL (Except Nominee(s) written below)
04- E. Hunter Harrison, 05- Mark R. Holden and [ ] [ ] [ ]
06- Ludvik F. Kool.
------------------------------------------------
2. The proxies are authorized to vote in their discretion
on any other matters which may properly come before This proxy when properly executed will be voted
the Annual Meeting to the extent set forth in the proxy in the manner directed herein by the undersigned
statement. stockholder(s). If no direction is made, this
Proxy will be voted FOR Proposal 1.
Dated: , 2000
--------------------
Signature(s)
------------------------------------
------------------------------------------------
Please sign exactly as name appears in the box
on the left. When signing as attorney, executor,
administrator, trustee or guardian, please give
your title as such. If a corporation, please
sign in full corporate name by president or
other authorized official. If a partnership,
please sign partnership name by authorized
person. If a joint account, please provide both
signatures.
</TABLE>
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/\ FOLD AND DETACH HERE /\
YOUR VOTE IS IMPORTANT.
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY FORM PROMPTLY
USING THE ENCLOSED ENVELOPE.
