-----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, NF/qvovRvZX4/qvwCWh+vGyLWr7FyYPD32xXQuGtxF5H6WkrflaJDMXgvlKgw+XV fB1zxvL15k6JQNAYKGNV6w== 0000950137-04-002730.txt : 20040413 0000950137-04-002730.hdr.sgml : 20040413 20040413171434 ACCESSION NUMBER: 0000950137-04-002730 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040413 EFFECTIVENESS DATE: 20040413 FILER: 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10883 FILM NUMBER: 04731124 BUSINESS ADDRESS: STREET 1: P O BOX 6129 CITY: LAFAYETTE STATE: IN ZIP: 47905 BUSINESS PHONE: 7657715310 MAIL ADDRESS: STREET 1: 1000 SAGAMORE PARKWAY SOUTH STREET 2: P O BOX 6129 CITY: LAFAYETTE STATE: IN ZIP: 47905 DEFA14A 1 c84472addefa14a.txt LETTER FROM THE PRESIDENT OMB APPROVAL -------------------------- OMB Number: 3235-0059 Expires: February 28, 2006 Estimated average burden hours per response...12.75 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A 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)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-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)(4) 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: - -------------------------------------------------------------------------------- PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. SEC 1913 (02-02) LETTER FROM THE PRESIDENT... I am pleased to report that Wabash National Corporation has completed in a very timely manner our first phase of our turn-around story. Much was accomplished in 2003 culminating in the successful recapitalization of the business in the third quarter. Some highlights of our efforts are: - - SAFETY. Wabash National is a much safer place to work, significantly better than National Safety Standards for like manufacturers. We expect our workers compensation claims will drop substantially in the future. Some key metrics during 2003 were: - Achieved 50% Total Recordable Incident Rate reduction - Achieved 51% Days Away From Work case reduction - - QUALITY. It is essential that Wabash National lead the industry in providing the highest quality product. Waste is our enemy. As we move toward 100% First Pass Yield there will be significant cost, productivity and working capital improvements. We accomplished much in 2003, including: - Achieved 88% First Pass Yield in December - Developed and integrated a Commercialization Process within the Company - - PRODUCTIVITY. Continuous Improvement has become a part of our culture. A great many of our associates regularly participate on teams to improve our processes. Their great effort has paid some very handsome dividends in 2003, including: - Achieved 48% productivity improvement - Completed over 230 formal "CI" events - - COST REDUCTION. CI events are not only attuned to productivity improvement. As we work these events we also focus on cost take-outs. Our key intent is to be the lowest cost producer of trailers in North America. In 2003, we achieved another stellar year, including: - Achieved $18 million in annualized labor cost savings - Achieved $ 11.2 million in purchased materials savings - - WORKING CAPITAL MANAGEMENT. A significant amount of our working capital is in the form of new and used trailers which have been sitting on our lots. Over the past three years we have made a considerable effort to turn this inventory into cash and use it to pay down debt. Total inventory at December 31, 2003 was $85 million compared to a peak of $330,000 in 2001; this is the lowest level of inventory the Company has achieved since 1994. During 2003 we again made significant progress, including: - Reduced inventory by $50 million year over year - The used trailer "overhang" is gone - - RESEARCH & DEVELOPMENT. Our success going forward begins with new innovative technology designed and successfully commercialized to solve our customer's problems and make them more efficient. We always listen and respond to their needs. During 2003, our accomplishments continued with our tradition, including: - Launched new container, WABASH(R) FreightPro(TM) and WABASH(R) DuraPlate(R) HD(TM) products - Initiated Project "10" with the intent to offer a 10 year maintenance free DuraPlate(R) trailer - - NEW TRAILER SALES. Our focus has historically been on the mega-sized fleets. These are the fleets that readily recognize the "Total Cost of Ownership" or the life cycle cost of capital equipment. As such, they have and continue to be proponents of our DuraPlate(R) technology. As we enter 2004, our DuraPlate(R) trailers have withstood the test of time; it's everything we said it would be. Our customers have saved significant dollars by using DuraPlate(R) trailers versus standard sheet and post trailers. This customer base represents only a small fraction of the available market, which we call the "mid-market". The "mid-market" fleets tend to emulate the leaders. We see a large market opportunity ahead of us; - Initiated focus on "mid-market" fleets with over 650 targeted accounts - Acquired over 200 new customers in 2003 - - RETAIL/BRANCH OPERATIONS. A continuing challenge has been the integration of our diverse retail/branch system. This was an operation that was made up of three separate acquisitions with diverse operating cultures. It was almost immediately saddled with and became more known as a used trailer dumping ground as Wabash National moved thousands of fleet trades onto the lots. We lost focus and many key associates. On top of all this, we sold our rental and leasing business and our wholesale aftermarket parts business in 2003. The road to recovery has been long and difficult. We are basically rebuilding this business from the ground up. - Completed divesture of 12 Retail/Branch locations and the Lafayette Mod Center with annualized savings of over $5 million - Fully integrated all Branch's under common product and business plan - - FINANCIAL CONDITION. A consistent initiative within Wabash National is to become debt free as soon as possible. We were faced with the difficult task of meeting a large payment of our existing debt in April, 2004. The efforts during the past three years to rationalize our manufacturing capacity, normalize our used trailer inventories, divest international operations and to improve our manufacturing operations were critical to our recapitalization of the Company during 2003. For the second consecutive year, we reduced our total indebtedness by over $100 million, reducing our total debt since 2001 by 46%. Through our recapitalization efforts, we were successful in lowering our average cost of debt from over 10% to approximately 4%, an annual savings of approximately $20 million. As of December 31, 2003, over 50% of our outstanding indebtedness consisted of convertible notes. Effective January 1, 2004, all of the conditions for conversion of these notes into common stock of Wabash were met. As a result, we can envision the day when the Company is debt-free. Our recapitalization efforts included: - Sold $125 million 3 1/4% convertible notes - Established new $222 million bank line After two very brutal years of trailer demand, we have finally seen the industry show signs of improvement. Production for trailers improved roughly 30% over 2002, although industry production was relatively flat throughout the year. Quote and order rates showed significant strength in the last four months of 2003. This activity has continued into the new-year. During 2003 most trailer manufacturers followed a similar path in an industry downturn and used pricing as a means to fill their plant capacity. We chose not to pursue some business, especially in the reefer and commodity sheet and post markets. During the fourth quarter, we began to experience commodity price increases, which we believe will continue throughout 2004. These commodity increases and a growing industry backlog have begun to firm trailer pricing. Going forward into 2004, we see continued strength in the industry. A key forecaster, America's Commercial Transportation (ACT) Publications, is predicting another 30% growth in trailer production versus 2003. We certainly expect to grow with this demand and in addition, we expect to see our market share in the mid-market expand as we close more new accounts. We will continue to improve all aspects of our manufacturing operations with emphasis on safety, quality, and productivity and further cost reduction. Our Retail/Branch operations will significantly improve their performance. And we will certainly continue to pay down debt. Wabash National Corporation increased its market cap by over $500 million during 2003. All of the associates appreciate the confidence implied in them and fully intend to meet or exceed expectations. We wish to thank our suppliers, customers, stockholders and our associates for their support during these past few years as we have now positioned the Company to achieve performance levels never before attained. Sincerely, /s/ William P. Greubel President, Chief Executive Officer and Director STOCKHOLDER INFORMATION
EXECUTIVE OFFICERS DIRECTORS David C. Burdakin William P. Greubel President President, Chief Executive Officer and Director HON Company Rodney P. Ehrlich William P. Greubel Senior Vice President - Chief Technology Officer President and Chief Executive Officer Wabash National Corporation Richard J. Giromini Senior Vice President - Chief Operating Officer John T. Hackett Chairman of the Board of Directors Mark R. Holden Wabash National Corporation Senior Vice President - Chief Financial Officer Dr. Martin C. Jischke Timothy J. Monahan President Senior Vice President - Human Resources Purdue University Ludvik F. Koci AUDITORS President Ernst & Young Penske Transportation Components LLC 111 Monument Circle Suite 2600 Stephanie K. Kushner Indianapolis, Indiana 46204-5120 Vice President and Chief Financial Officer Federal Signal Corporation TRANSFER AGENT National City Bank REQUESTS Corporate Trust Operations If stockholders request information or PO Box 92301 assistance, please write or telephone: Cleveland, Ohio 44193-0900 (800) 622-6757 Wabash National Corporation c/o Investor Relations PO Box 6129 STOCK LISTING Lafayette, Indiana 47903-6129 Symbol: WNC (765) 771-5310 New York Stock Exchange INTERNET ADDRESS http://www.wabashnational.com
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