-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JkmyEWiR4frXlEHbVrYiSFSB8B5kvgRgq30CNcOqiFKtJUemw3t1WcWYMzmmcNnF 2cekdajz6EHpQg6lFs81iQ== 0000950123-97-007207.txt : 19970825 0000950123-97-007207.hdr.sgml : 19970825 ACCESSION NUMBER: 0000950123-97-007207 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970822 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WABASH NATIONAL CORP /DE CENTRAL INDEX KEY: 0000879526 STANDARD INDUSTRIAL CLASSIFICATION: TRUCK TRAILERS [3715] IRS NUMBER: 521375208 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41967 FILM NUMBER: 97668024 BUSINESS ADDRESS: STREET 1: 1000 SAGAMORE PKWY S STREET 2: P O BOX 6129 CITY: LAFAYETTE STATE: IN ZIP: 47905 BUSINESS PHONE: 7654481591 MAIL ADDRESS: STREET 1: 1000 SAGAMORE PARKWAY SOUTH STREET 2: P O BOX 6129 CITY: LAFAYETTE STATE: IN ZIP: 47905 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRUEHAUF TRAILER CORP CENTRAL INDEX KEY: 0000874268 STANDARD INDUSTRIAL CLASSIFICATION: TRUCK TRAILERS [3715] IRS NUMBER: 382863240 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1111 BAYSIDE DR STREET 2: STE 160 CITY: CORONA DEL MAR STATE: CA ZIP: 92625 BUSINESS PHONE: (714)644-9 MAIL ADDRESS: STREET 1: 111 MONUMENT CIRCLE STREET 2: SUITE 3200 CITY: INDIANAPOLIS STATE: IN ZIP: 46244-0913 SC 13D/A 1 AMENDMENT TO SCHEDULE 13D 1 ---------------------------- OMB APPROVAL ---------------------------- OMB Number: 3235-0145 Expires: December 31, 1997 Estimated average burden hours per response....14.90 --------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* WABASH NATIONAL CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK (par value $.01 per share) - -------------------------------------------------------------------------------- (Title of Class of Securities) 929566 10 7 -------------------------------- (CUSIP Number) Mr. James Wong, Fruehauf Trailer Corporation, 1111 Bayside Drive #160, Corona del Mar, CA 92625 (714) 644-9665 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 15, 1997 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 3d-(a) for other parties to whom copies are to be sent. - -------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2
- --------------------------------------------- -------------------------------------------- CUSIP NO. 929566 10 7 SCHEDULE 13D PAGE __________ OF __________ PAGES - --------------------------------------------- -------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS FRUEHAUF TRAILER CORPORATION 38-2863240 - ------------------------------------------------------------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - ------------------------------------------------------------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------------------------------------------------------------ 4 SOURCE OF FUNDS* 00 - ------------------------------------------------------------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / - ------------------------------------------------------------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------------------------------------------------------------ 7 SOLE VOTING POWER 1,223,392 NUMBER OF ------------------------------------------------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- EACH ------------------------------------------------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- ------------------------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - ------------------------------------------------------------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,223,392 - ------------------------------------------------------------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9% - ------------------------------------------------------------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 of 7 3 SCHEDULE 13D ITEM 1. SECURITY AND ISSUER. This statement relates to the shares of Common Stock, par value $.01 per share ("Common Stock"), of Wabash National Corporation, a Delaware corporation ("Wabash"). The principal executive office of Wabash is located at 1000 Sagamore Parkway South, Lafayette, Indiana 47905. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed on behalf of Fruehauf Trailer Corporation ("Fruehauf"), a Delaware corporation and a debtor in possession under chapter 11 of the United States Bankruptcy Code, 11 U.S.C. Sections 101-1330. Prior to the completion of the sale by Fruehauf to Wabash of certain assets pursuant to the Purchase Agreement referred to in Item 4 below, Fruehauf's principal business included the design, manufacture, marketing, sales, distribution and service of truck trailers and trailer parts throughout North America. Fruehauf currently maintains operations in Mexico and owns certain other assets and is currently operating under the protections of the U.S. bankruptcy laws. The current address of its principal business and executive offices is 1111 Bayside Drive #160, Corona del Mar, California 92625. During the last five years, Fruehauf (i) has not been convicted in a criminal proceeding and (ii) has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Executive Officers and Directors of Fruehauf: Mr. Chriss W. Street is the President, Chief Executive Officer and Director of Fruehauf, located at 1111 Bayside Drive #160, Corona del Mar, California 92625. Mr. Street's principal occupation is President of Comprehensive Care Corporation, located at 1111 Bayside Drive #100, Corona del Mar, California 92625. Comprehensive Care Corporation develops markets and manages programs for the treatment of chemical dependency and psychiatric disorders. During the last five years, Mr. Street (i) has not been convicted in a criminal proceeding and (ii) has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Street is a U.S. citizen. 4 Mr. James Wong is currently Vice President, Treasurer and Chief Financial Officer of Fruehauf. Mr. Wong's position with Fruehauf is his principal occupation and employment. During the last five years, Mr. Wong (i) has not been convicted in a criminal proceeding and (ii) has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Wong is a U.S. citizen. Mr. Worth Frederick is currently Vice President and Director of Fruehauf. Mr. Frederick's position with Fruehauf is his principal occupation and employment. During the last five years, Mr. Frederick (i) has not been convicted in a criminal proceeding and (ii) has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Frederick is a U.S. citizen. Ms. Courtney Watson is currently Secretary of Fruehauf. Ms. Watson's position with Fruehauf is her principal occupation and employment. During the last five years, Ms. Watson (i) has not been convicted in a criminal proceeding and (ii) has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Ms. Watson is a U.S. citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. See Item 4 below. ITEM 4. PURPOSE OF TRANSACTION. On April 16, 1997, Fruehauf received from Wabash 1,000,000 newly issued shares of Common Stock and 352,000 shares of newly issued Series B Convertible Exchangeable Preferred Stock of Wabash (collectively, the "Wabash Securities"), as partial consideration for certain assets sold by Fruehauf to Wabash pursuant to that certain Purchase Agreement dated March 13, 1997, by and between Fruehauf and Wabash, as amended by the First Amendment to Purchase Agreement dated March 17, 1997 and the Second Amendment to Purchase Agreement dated April 16, 1997. The Wabash Securities were pledged to Bank of America NT&SA ("BofA") to support Fruehauf's borrowings under that certain Debtor in Possession Loan Agreement dated as of April 16, 1997, by and among Fruehauf, certain of its subsidiaries, and BofA, pending resolution of Fruehauf's bankruptcy case. On August 15, 1997, Fruehauf sold 600,000 of its shares of Wabash Common Stock to Merrill Lynch, Pierce Fenner & Smith Incorporated ("Merrill Lynch"). The sale to Merrill Lynch was done to enable Fruehauf to pay, in full, the sum of $8,274,115.97 to Bank of America, Fruehauf's debtor in possession lender, and to obtain working capital of approximately $7,367,245.97. The remaining 400,000 shares of Wabash Common Stock and 352,000 shares of Wabash Series B Convertible Exchangeable Preferred Stock are subject to a lien of IBJ Schroeder Bank and Trust Company. Page 4 of 7 5 Executive Officers and Directors of Fruehauf: Not Applicable ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Fruehauf: (a) As of the date hereof, Fruehauf is the beneficial owner of 400,000 shares of Common Stock and 352,000 shares of Series B Convertible Exchangeable Preferred Stock of Wabash. Such Preferred Stock is convertible into 823,392 shares of Common Stock, subject to adjustment. Assuming such a conversion, Fruehauf has beneficial ownership of an aggregate of 5.9% of the shares outstanding of Common Stock. Such percentage is calculated based upon an aggregate of 19,946,437 shares of Wabash Common Stock outstanding as of August 14, 1997 (and 20,769,829 after giving effect to the foregoing conversion). (b) Fruehauf has the sole power to vote or direct the vote of 1,223,392 of its shares of the Wabash Securities (after giving effect to the foregoing conversion). Currently, Fruehauf has no shared power to vote or direct the vote of any of the Wabash Securities and Fruehauf has neither sole nor shared power to dispose or direct the disposition of any of the Wabash Securities. (c) Except as set forth herein, Fruehauf had no transactions in shares of the Wabash Securities during the past 60 days. To the best of Fruehauf's knowledge, none of its directors or officers has effected transactions involving the shares of Wabash Securities during the last 60 days. (d) Not Applicable. (e) Not Applicable. Executive Officers and Directors of Fruehauf: (a) - (b) Not Applicable. (c) The Officers and Directors of Fruehauf have had no transactions in shares of the Wabash Securities during the past 60 days. (d) - (e) Not Applicable. 3 6 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Fruehauf: In connection with the Purchase Agreement referenced in Item 4 of this Schedule 13D, Fruehauf and Wabash entered into a Registration Rights Agreement dated April 16, 1997, providing certain registration rights to Fruehauf with respect to the Wabash Securities. Executive Officers and Directors of Reporting Person: Not Applicable ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit Description of Exhibit - ------- ---------------------- 4.01 Purchase Agreement dated March 13, 1997, including exhibits thereto, by and between Fruehauf and Wabash and amendments thereto dated March 17, 1997 and April 16, 1997, is incorporated herein by reference to Exhibit 2.01 to the Current Report on Form 8-K filed May 1, 1997 by Wabash (Commission File Number 1-10883) 4.02 Post-Closing Agreement dated April 16, 1997, between Fruehauf and Wabash (previously filed as an exhibit to this Schedule 13D, filed on May 21, 1997) 4.03 Debtor In Possession Loan Agreement, dated as of April 16, 1997 by and between Fruehauf, certain of its subsidiaries and BofA, is incorporated herein by reference to Exhibit 4.55 to the Current Report on Form 8-K filed May 1, 1997 by Fruehauf (Commission File Number 1-10772) 4.04 Supplement to Debtor In Possession Loan Agreement, dated as of April 16, 1997 by and between Fruehauf, certain of its subsidiaries and BofA, is incorporated herein by reference to Exhibit 4.56 to the Current Report on Form 8-K filed May 1, 1997 by Fruehauf (Commission File Number 1-10772) 6.01 Registration Rights Agreement dated April 16, 1997 by and between Fruehauf and Wabash is incorporated herein by reference to Exhibit 2.02 to the Current Report on Form 8-K filed May 1, 1997 by Wabash (Commission File Number 1-10883) Page 6 of 7 7 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. FRUEHAUF TRAILER CORPORATION August 21, 1997 /s/ James Wong - -------------------- --------------------------------- Date By: James Wong Its: Vice President, Treasurer and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----