SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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[ ] Soliciting material pursuant to Section 240.14a-12
WABASH NATIONAL CORPORATION
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(Name of Registrant as Specified in Its Charter)
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[WABASH NATIONAL CORPORATION LETTERHEAD]
LETTER FROM THE CHAIRMAN
To Our Stockholders: April 26, 2002
The year 2001 proved to be the most difficult in the history of Wabash National
Corporation. While the financial results for 2001 were staggering, so too were
the challenges, as the U.S. truck trailer industry experienced the most dramatic
decline in its history.
Industry demand for truck trailers was off approximately 15% and 48% during 2000
and 2001, respectively. The decline resulted from difficult overall economic
conditions in the United States economy and challenges in the motor carrier
industry caused by reduced freight volumes, high fuel prices, high insurance
costs, deeply depressed used truck values, and a significant contraction in
available capital to the transportation industry. As a result, there were a
record number of bankruptcies in the transportation industry in 2001.
In response, the Board of Directors and management of the Company acted swiftly
and aggressively to address these challenges by rationalizing manufacturing
capacity, normalizing used trailer inventories, divesting of non-performing
international operations, implementing significant cost reductions, refinancing
its debt obligations, and appointing new leadership. During 2001 and early 2002,
the Company closed two of its three trailer assembly plants, slashed used
trailer inventories and prices, eliminated 2,000 salary and hourly positions,
divested its European operations, closed on a series of very complex and
critical financing transactions, and appointed a new President and Chief
Executive Officer. I am pleased to announce that your Board has selected William
P. Greubel to become President and CEO of the Company beginning in May, 2002. We
believe Bill is an outstanding executive with a proven track record of superior
leadership compiled during an exceptional career spanning more than twenty-five
years with some of America's leading manufacturers, and more importantly, is the
right executive to successfully lead the Company through the challenges which
lie ahead.
The Board of Directors wishes especially to thank Donald J. "Jerry" Ehrlich for
his vision and energy, as the founder of Wabash National Corporation, and for
his service as a Director of the Company. Jerry worked tirelessly to build
Wabash National into the preeminent organization in the truck trailer industry
and is a recognized leader in the transportation industry. We wish him well in
his future endeavors.
As the Company embarks on a new beginning, intact are the core competencies
which have made it successful in the past, including its core customer base, its
proprietary products, and its retail distribution business. We believe the
Company can be successful with these fundamental strengths when combined with a
renewed focus, leaner operations, and new leadership.
We thank our stockholders, customers, associates, and suppliers for their
support during the very challenging period for the Company. Collectively, we
have positioned the Company for future success for all of our stakeholders.
Sincerely,
/s/ John T. Hackett
John T. Hackett
Chairman of the Board of Directors
STOCKHOLDER INFORMATION
EXECUTIVE OFFICERS
Richard E. Dessimoz
Acting Chief Executive Officer and Director
Mark R. Holden
Senior Vice President - Chief Financial Officer
and Director
Arthur R. Brown
Senior Vice President - Chief Operating Officer
Rodney P. Ehrlich
Senior Vice President - Product Development
Lawrence J. Gross
Senior Vice President - Marketing
Derek L. Nagle
Senior Vice President and President of
North American Trailer Centers(TM)
AUDITORS
Andersen LLP
111 Monument Circle
Suite 4300
Indianapolis, Indiana 46204
TRANSFER AGENT
National City Bank
Corporate Trust Operations
PO Box 92301
Cleveland, Ohio 44193-0900
Telephone: 1-800-622-6757
STOCK LISTING
Symbol: WNC
New York Stock Exchange
DIRECTORS
David C. Burdakin
President
HON Company
Richard E. Dessimoz
Acting Chief Executive Officer
Wabash National Corporation
John T. Hackett
Chairman of the Board of Directors
Wabash National Corporation
E. Hunter Harrison
Executive Vice President and Chief Operating Officer
Canadian National Railway Company
Mark R. Holden
Senior Vice President - Chief Financial Officer
Wabash National Corporation
Dr. Martin C. Jischke
President
Purdue University
Ludvik F. Koci
Vice Chairman and Chief Executive Officer
Detroit Diesel Corporation
REQUESTS
If stockholders request information or assistance, please write or telephone:
Wabash National Corporation
c/o Investor Relations
PO Box 6129
Lafayette, Indiana 47903
(765) 771-5310
INTERNET ADDRESS
http://www.wabashnational.com