8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

February 28, 2003

Date of Report (Date of earliest event reported)

Wabash National Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-10883	52-1375208
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File No.)	Identification No.)

1000 Sagamore Parkway South, Lafayette, Indiana 47905
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:
(765) 771-5310

Not applicable

(Former name or former address, if changed since last report)

Exhibit Index on Page 4

Item 9.     Regulation FD Disclosure.

     On February 28, 2003, Wabash National Corporation issued a press release relating to the receipt of a waiver for noncompliance with its financial covenants through April 15, 2003. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

			WABASH NATIONAL CORPORATION
Date:	March 3, 2003	By:	/s/ MARK R. HOLDEN
			Mark R. Holden Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated February 28, 2003

Page 4 EX-99.1 3 w84061aexv99w1.htm EXHIBIT 99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact: Mark R. Holden
(765) 771-5310

WABASH NATIONAL CORPORATION
RECEIVES WAIVER FROM ITS LENDERS

     LAFAYETTE, INDIANA – February 28, 2003 — Wabash National Corporation (NYSE: WNC) announced today it has received a waiver for noncompliance with its financial covenants through April 15, 2003 from its lenders. The waiver was approved by 100% of the Company’s lenders.

     Commenting on these developments, Mark R. Holden, Senior Vice President and Chief Financial Officer, stated, “We are in constant dialogue with our lenders who continue to work with the Company and support our efforts in building a stronger and more flexible capital structure. This waiver provides the Company and our lenders with time needed to develop and document a new set of covenants for the remainder of 2003. We remain focused on reducing debt and improving the financial condition of the Company. We continue to pay down debt as quickly as possible and have paid down another $18.5 million of our indebtedness during 2003.”

     “The waiver is applicable only through April 15, 2003. Discussions with our lenders continue regarding the Company’s performance, its outstanding indebtedness and related financial covenants for the remainder of 2003 and beyond. In the event these discussions are not successful, there will be a profound impact on the balance sheet as a result of the need to record various debt obligations, totaling approximately $347 million, as current liabilities on the Company’s balance sheet and would likely have an effect on our future operating results because the Company would be constrained from a liquidity perspective and customer and supplier relationships would likely be disrupted. We are optimistic that this will be avoided by the successful completion of the discussions with our lenders.”

     Wabash National Corporation designs, manufactures, and markets standard and customized truck trailers under the Wabash™ and Fruehauf® brands. The Company believes it is one of the world’s largest manufacturers of truck trailers, the leading manufacturer of composite trailers and through its RoadRailer® products, the leading manufacturer of bimodal vehicles. The Company’s wholly owned subsidiary, Wabash National Trailer Centers, is one of the leading retail distributors of new and used trailers and aftermarket parts, including its Fruehauf® and Pro-Par® brand products with locations throughout the U.S. and Canada.

     This press release contains certain forward-looking statements, as defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are, however, subject to certain risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Without limitation, these risks and uncertainties include increased competition, reliance on certain customers and corporate partnerships, shortages of raw materials, availability of capital, dependence on industry trends, export sales and new markets, acceptance of new technology and products, and government regulation. Readers should review and consider the various disclosures made by the Company in this press release and in its reports filed with the Securities and Exchange Commission.

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EX-99.1

exv99w1