SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number 1-10883
(Check One)
/X/ Form 10-K and Form 10-KSB / / Form 11-K
/ / Form 20-F / / Form 10-Q and Form 10-QSB / / Form N-SAR
For Period ended: December 31, 2001
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/ / Transition Report on Form 10-K / / Transition Report on Form 10-Q
and Form 10-KSB and Form 10-QSB
/ / Transition Report on Form 20-F / / Transition Report on Form N-SAR
/ / Transition Report on Form 11-K
For the Transition Period ended
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Read Instruction (on back page) Before Preparing Form. Please Print or
Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
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PART I.
REGISTRANT INFORMATION
Full name of registrant Wabash National Corporation
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Former name if applicable
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1000 Sagamore Parkway South
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Address of principal executive office (Street and number)
Lafayette, Indiana 47905
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City, state and zip code
PART II.
RULE 12B-25 (B) AND (C)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
/X/ (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
/ / (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will
be filed on or before the 15th calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q, 10-QSB, or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
/ / (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III.
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could not be
filed within the prescribed time period. (Attach extra sheets if needed.)
Wabash National Corporation ("Wabash") could not file its Form 10-K for the
period ended December 31, 2001, in a timely manner due to extensive negotiations
with its banks and senior noteholders for refinancing of its revolving line of
credit and senior notes. Wabash anticipates that closing on the refinancing
will occur by April 15, 2002 at which time Wabash expects to be in a position
to file its Form 10-K.
PART IV.
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Mark R. Holden 765 771-5300
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
/X/ Yes / / No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
/X/ Yes / / No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
As previously announced by Wabash in its press release on March 5, 2002, the
change in results of operations for fiscal year 2001 from fiscal year 2000 is a
result of 1) substantial charges associated with the completion of Wabash's
previously announced restructuring activities, including the divestiture of
international operations, accelerated sales efforts to normalize used trailer
inventory levels and significant reductions in headcount; 2) certain charges
that may be associated with Wabash's failure to be in compliance with its credit
facilities at year end; 3) the impact on business and economic fundamentals
during the fourth quarter as a result of the events of September 11, 2001, the
ongoing economic recession and the resultant industry-wide downturn; and 4)
charges associated with the continued effects of past legacy business practices.
As announced on March 5, 2002, the following are the results Wabash anticipates
reporting in the Form 10-K: For the year ended December 31, 2001, net sales
were $863.4 million compared to $1.3 billion for 2000. Net loss for fiscal year
2001 is $232.2 million, compared to a net loss of $6.7 million in 2000. Diluted
loss per share is ($10.17) for the fiscal year ended December 31, 2001, compared
to ($0.38) in 2000. These results are subject to the completion of the
definitive agreements between Wabash and its banks and senior noteholders.
Wabash National Corporation
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date April 1, 2002 By /s/ Mark R. Holden
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Mark R. Holden
Senior Vice President,
Chief Financial Officer,
Member of the Office of
the Chief Executive Officer
and Duly Authorized Officer
Instruction. The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the registrant by an
authorized representative (other than an executive officer), evidence of
the representative's authority to sign on behalf of the registrant shall be
filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute federal criminal
violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, DC 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of the public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (Section 232.201 or Section 232.02 of this Chapter) or apply for
an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (Section
232.13(b) of this Chapter).