================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _________ TO _________
COMMISSION FILE NUMBER: 1-10883
WABASH NATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 52-1375208
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
[WABASH NATIONAL(R) LOGO]
1000 SAGAMORE PARKWAY SOUTH, 47905
LAFAYETTE, INDIANA (ZIP CODE)
(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (765) 771-5300
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered:
------------------- --------------------
Common Stock, $.01 Par Value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes [X] No [ ].
The aggregate market value of voting stock held by non-affiliates of
the registrant as of June 30, 2003 was $230,188,920 based upon the closing price
of the Company's common stock as quoted on the New York Stock Exchange composite
tape on such date.
The number of shares outstanding of the registrant's Common Stock as of
February 6, 2004 was 26,914,517.
================================================================================
EXPLANATORY NOTE
This is Amendment No. 2 to the Registrant's annual report on Form 10-K for the
year ended December 31, 2003, which was originally filed with the Securities and
Exchange Commission on February 12, 2004. This amendment is being filed to
include responses to the items required by Part III, which originally were
expected to be incorporated by reference to the Registrant's definitive Proxy
Statement to be delivered to its stockholders in connection with its 2004 Annual
Meeting of Stockholders to be held May 13, 2004
TABLE OF CONTENTS
WABASH NATIONAL CORPORATION
FORM 10-K FOR THE FISCAL
YEAR ENDED DECEMBER 31, 2003
AMENDMENT NO. 2
PAGES
-----
PART III
Item 10 Directors and Executive Officers of the Registrant................. 1
Item 11 Executive Compensation............................................. 4
Item 12 Security Ownership of Certain Beneficial Owners and Management .... 8
Item 13 Certain Relationships and Related Transactions..................... 11
Item 14 Principal Accountant Fees and Services............................. 12
PART IV
Item 15 Exhibits, Financial Statement Schedules and Reports on Form 8-K.... 13
SIGNATURES ................................................................ 14
PART III
ITEM 10--EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS OF THE REGISTRANT
The name, age, business experience, current committee memberships, and
directorships of each nominee for director, during at least the last five years,
are set forth in the table below.
David C. Burdakin Member - Audit, Compensation, Nominating and
Corporate Governance Committees
Age 49
Director of the Corporation since February 2002. Mr.
Burdakin is President of HON Company, a manufacturer
of office furniture, since February 2000 and
Executive Vice President of HON Industries, a
diversified manufacturer, since February 2001.
Previously, Mr. Burdakin was President of the HON
Group and has held a variety of positions of
increasing responsibility with HON since 1993.
William P. Greubel Member - Executive Committee.
Age 52
President and Chief Executive Officer of the
Corporation since May, 2002. Director of the
Corporation since May, 2002. Mr. Greubel was a
Director and Chief Executive Officer of Accuride
Corporation, a manufacturer of wheels for trucks and
trailers, from 1998 until April 2002 and served as
President of Accuride Corporation from 1994 to 1998.
Previously, Mr. Greubel was employed by AlliedSignal
Corporation from 1974 to 1994 in a variety of
positions of increasing responsibility, most recently
as Vice President and General Manager of the
Environmental Catalysts and Engineering Plastics
business units. Mr. Greubel is a Board member of the
Truck Trailer Manufacturers Association (TTMA) since
2002 and a board member of the United Way of
Lafayette since 2004.
John T. Hackett Member--Audit, Compensation, and Nominating and
Corporate Governance Committees
Age 71
Director of the Corporation since November 1991 and
Chairman of the Board of Directors of Wabash National
Corporation since October 2001. Mr. Hackett was
Managing General Partner of CID Equity Partners,
L.P., a private investment partnership, from 1991
until his retirement in 2001. He previously served as
Vice President--Finance and Administration of Indiana
University from 1988 to 1991 and Executive Vice
President, Chief Financial Officer and director of
Cummins Engine Corporation from 1964 to 1988. Mr.
Hackett is also a director of Irwin Financial
Corporation.
Dr. Martin C. Jischke Member--Audit, Compensation, and Nominating and
Corporate Governance Committees
Age 62
Director of the Corporation since January 2002. Dr.
Jischke is President of Purdue University, West
Lafayette, Indiana, since August 2000. Previously,
Dr. Jischke was president of Iowa State University
from 1991-2000, chancellor of the University of
Missouri-Rolla from 1986-1991, and served in various
capacities at the University of Oklahoma between 1968
and 1986, including dean and interim president. Dr.
Jischke also serves as a director of Kerr-McGee
Corporation.
1
Ludvik F. Koci Member--Audit and Compensation Committees
Age 67
Director of the Corporation since December 1993. Mr.
Koci was Chairman and Chief Executive Officer of
Detroit Diesel Corporation in Detroit, Michigan from
1997 until his retirement in 2002. He had previously
served as President and Chief Operating Officer from
December 1989. Mr. Koci also serves on the Board of
Directors of Penske Corporation, Penske
Transportation Components LLC., VM Motori S.p.A.,
American Trucking Research Institute, Focus Hope,
Mary's Children Family Center of Michigan and the
Board of Regents of Orchard Lake Schools, and of
Saints Cyril & Methodius Seminary.
Stephanie K. Kushner Member--Audit, Compensation, and Nominating and
Corporate Governance Committees
Age 48
Director of the Corporation since February 2004. Ms.
Kushner is Vice President and Chief Financial Officer
of Federal Signal Corporation, a manufacturer and
supplier of diverse industrial products. Prior to
joining Federal Signal, she was employed by FMC
Corporation for 14 years, most recently as Vice
President and Treasurer. Before joining FMC, she held
various financial positions with AMOCO Corporation,
Cyprus Minerals and Homestake Mining Company.
Directors' Fees
From January 1, 2003 until June 30, 2003, Directors who were not
officers or otherwise affiliated with the Corporation received total
compensation of $10,000 per calendar quarter (paid 1/3 in cash and 2/3 in common
stock of the Corporation) and $1,000 for each Committee meeting attended.
Effective July 1, 2003, Directors who are not officers or otherwise
affiliated with the Corporation receive compensation of $10,000 per calendar
quarter (paid 1/2 in cash and 1/2 in common stock of the Corporation), except
for the Chairman of the Board who receives compensation of $11,250 per calendar
quarter (paid 1/2 in cash and 1/2 in common stock of the Corporation). Directors
who are not officers or otherwise affiliated with the Corporation also receive
$1,000 for each Committee meeting attended except for the Chairman of each
committee who receive $2,000 for each committee meeting attended.
Beginning with fiscal year 2003, directors who are not officers or
otherwise affiliated with the Corporation annually receive a restricted stock
award of 1,000 shares on the last day of the fiscal year. One-half of these
shares vest on the first anniversary of the grant date and one-half vest on the
secondary anniversary of the grant date. Vesting of the restricted stock will be
accelerated on the first to occur of either (1) an involuntary termination of
the directorship and (2) the voluntary resignation of the director if the
director has served for one year since the date of grant.
EXECUTIVE OFFICERS OF THE REGISTRANT
In addition to Mr. Greubel, who is identified above under the heading
"Directors of the Registrant," the table below sets forth the names, ages, and
current positions of each of the executive officers of the Corporation. The
business experience for each of these executive officers for the last five years
is described below the table.
NAME AGE POSITION
Rodney P. Ehrlich ......... 56 Senior Vice President--Product Development
Richard J. Giromini ....... 50 Senior Vice President--Chief Operating Officer
Mark R. Holden ............ 43 Senior Vice President--Chief Financial Officer
Timothy J. Monahan......... 52 Senior Vice President--Human Resources
Rodney P. Ehrlich. Mr. Rodney Ehrlich has been Senior Vice President --
Chief Technology Officer of the Corporation since January 2004. From 2001 -
2003, Mr. Ehrlich was Senior Vice President--Product Development. Mr. Ehrlich
has been in charge of the Corporation's engineering operations since the
Corporation's founding.
2
Richard J. Giromini. Mr. Giromini has been Senior Vice President--
Chief Operating Officer since joining the Corporation on July 15, 2002. He also
has served as President and a Director of Wabash National Trailer Centers, Inc.
since January 2004. Prior to joining the Corporation, Mr. Giromini was with
Accuride Corporation, a manufacturer of wheels for trucks and trailers, from
April 1998 to July 2002, where he served in capacities as Senior Vice President
- Technology and Continuous Improvement; Senior Vice President and General
Manager - Light Vehicle Operations; and President and CEO of AKW LP. Previously,
Mr. Giromini was employed by ITT Automotive, Inc. from 1996 to 1998 serving as
the Director of Manufacturing.
Mark R. Holden. Mr. Holden has been Senior Vice President--Chief
Financial Officer since October 2001. In addition, Mr. Holden served in the
Office of the CEO during 2001 and 2002. Mr. Holden served as Vice President--
Chief Financial Officer and Director of the Corporation from May 1995 to October
2001.
Timothy J. Monahan. Mr. Monahan has been Senior Vice President--Human
Resources since October 2003. Prior to that, Mr. Monahan was with Textron
Fastening Systems from 1999 to October 2003 where he served as Vice President--
Human Resources. Previously, Mr. Monahan served as Vice President--Human
Resources at Beloit Corporation. Mr. Monahan serves on the board of directors of
North American Tool Corporation.
AUDIT COMMITTEE
The Board of Directors of the Corporation has a standing Audit
Committee established in accordance with Section 3(a)(58)(A) of the Securities
Exchange Act of 1934, as amended. The Audit Committee is comprised of John T.
Hackett, Ludvik F. Koci, David C. Burdakin, Martin C. Jischke and Stephanie K.
Kushner. The Board of Directors determined that Mr. Hackett is an "audit
committee financial expert" as defined by the Securities and Exchange Commission
and is "independent" as that term is used in Item 7(d)(3) of Schedule 14A under
the Exchange Act.
DIRECTOR NOMINATIONS BY STOCKHOLDERS
The Nominating and Corporate Governance Committee of the Board of
Directors will consider stockholder recommendations for directors sent to the
Nominating and Corporate Governance Committee, c/o General Counsel and
Secretary, Wabash National Corporation, 1000 Sagamore Parkway, South, Lafayette,
Indiana 47905. Stockholder recommendations for director should include (i) the
name and address of the stockholder recommending the person to be nominated,
(ii) a representation that the stockholder is a holder of record of stock of the
Corporation including the number of shares held and the period of holding, (iii)
a description of all arrangements or understandings between the stockholder and
the recommended nominee, (if) such other information regarding the recommended
nominee as would be required to be included in a proxy statement filed pursuant
to Regulation 14A promulgated by the SEC pursuant to the Securities Exchange Act
of 1934, as amended and (v) the consent of the recommended nominee to serve as
the director of the Corporation if so elected. To submit a recommendation for a
director for an upcoming annual stockholder meeting, it is necessary that you
notify the Corporation not less than 120 days or more than 180 days before the
first anniversary of the date that the proxy statement for the preceding year's
annual meeting was first sent to stockholder. In addition, the notice must meet
all other requirements contained in our bylaws, if any. Upon receipt by the
General Counsel and Secretary of a stockholder notice of a Director nomination,
the Corporate Secretary will notify the stockholder that the notice has been
received and will be presented to the Nominating and Corporate Governance
Committee for their review. Stockholders' nominees that comply with these
procedures will receive the same consideration as other candidates identified to
the Nominating and Corporate Governance Committee.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors, executive officers and 10% stockholders to file reports
of ownership of equity securities of the Corporation. To the Corporation's
knowledge, based solely on review of the copies of such reports furnished to the
Corporation related to the year ended December 31, 2003, all such reports were
made on a timely basis, except for one Form 4 for Chris Black reporting one
transaction, which was not filed due to an oversight. For the year ended
December 31, 2002, due to clerical errors at the Corporation, each of William
Greubel, Richard Giromini and Chris Black failed to timely file one Form 4
reporting one transaction each.
3
CODE OF ETHICS
As part of our system of corporate governance, our Board of Directors
has adopted a code of ethics that is specifically applicable to our Chief
Executive Officer and Senior Financial Officers. This code of ethics is
available on the About Us page of our website at www.wabashnational.com.
ITEM 11--EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation
for services in all capacities to the Corporation for the fiscal years ended
December 31, 2003, 2002, and 2001 of the Chief Executive Officer and the other
four most highly compensated executive officers of the Corporation as of
December 31, 2003, which includes all of the executive officers of the
Corporation as of that date (together, the "Named Officers").
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG - TERM
COMPENSATION
AWARDS
SECURITIES
RESTRICTED UNDERLYING ALL OTHER
SALARY BONUS (2) STOCK AWARDS OPTIONS COMPENSATION(2)
NAME AND PRINCIPAL POSITION(1) YEAR ($) ($) ($) (#) ($)
William P. Greubel ........................ 2003 $ 600,000 $ 528,300 $ 0 175,000 $ 188,558
President and Chief Executive Officer 2002 $ 393,461 $ 200,000 $ 262,500 250,000 $ 21,945
2001 $ 0 $ 0 $ 0 0 $ 0
Rodney P. Ehrlich ......................... 2003 $ 251,275 $ 143,126 $ 0 20,000 $ 10,337
Senior Vice President - Product 2002 $ 251,275 $ 0 $ 0 0 $ 5,790
Development 2001 $ 251,275 $ 0 $ 0 0 $ 5,183
Richard J. Giromini ....................... 2003 $ 330,305 $ 242,361 $ 0 70,000 $ 81,086
Senior Vice President - Chief Operating 2002 $ 150,208 $ 235,264 $ 70,000 125,000 $ 13,816
Officer 2001 $ 0 $ 0 $ 0 0 $ 0
Mark R. Holden ............................ 2003 $ 355,833 $ 261,093 $ 0 70,000 $ 22,956
Senior Vice President - Chief Financial 2002 $ 349,167 $ 150,000 $ 0 145,000 $ 23,000
Officer 2001 $ 287,500 $ 0 $ 0 5,000 $ 2,675
Timothy Monahan ........................... 2003 $ 44,558 $ 75,000 $ 0 10,000 $ 1,376
Senior Vice President - Human Resources 2002 $ 0 $ 0 $ 0 0 $ 0
2001 $ 0 $ 0 $ 0 0 $ 0
(1) Mr. Greubel became our Chief Executive Officer on May 6, 2002. Mr.
Giromini became the Corporation's Chief Operating Officer on July 15,
2002. Mr. Monahan became the Corporation's Senior Vice President--
Human Resources on October 26, 2003.
(2) "All Other Compensation" consists of (i) contributions to the
Corporation's 401(k) Plan, which, in 2003, consisted of $8,000 in
respect of each of Messrs. Greubel and Ehrlich, $7,625 in respect of
Mr. Giromini, and $2,000 in respect of Mr. Holden; (ii) payments by the
Corporation with respect to term life insurance for the benefit of the
respective officer, which, in 2003, consisted of $1,518 in respect of
each of Messrs. Greubel and Giromini, $660 in respect of Mr. Holden and
$2,337 in respect of Mr. Ehrlich; (iii) payments by the Corporation
with respect to the Executive Life Insurance Plan (which provides
employees with a
4
bonus to pay for a universal life insurance policy that is fully owned
by the employee), which, in 2003, consisted of $38,913 in respect of
Mr. Greubel, $18,250 in respect of Mr. Giromini and $20,000 in respect
of Mr. Holden; and (iv) reimbursement of relocation expenses, which, in
2003, consisted of $140,127 in respect of Mr. Greubel, $53,693 in
respect of Mr. Giromini and $1,376 for Mr. Monahan.
OPTION GRANTS
Shown below is information on grants of stock options during the year
ended December 31, 2003, to the Named Officers pursuant to the Corporation's
2000 Stock Option and Incentive Plan, and inducement options granted outside of
any corporate plan.
INDIVIDUAL GRANTS
-------------------------------------------------------------------------------
POTENTIAL REALIZABLE VALUE AT
NUMBER OF PERCENTAGE OF ASSUMED ANNUAL RATE OF
SECURITIES TOTAL OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM(2)
OPTIONS EMPLOYEES BASE PRICE EXPIRATION -----------------------------
NAME GRANTED IN 2003 (PER SHARE)(1) DATE 5% ($) 10% ($)
------------------------ ---------- ------------- -------------- ---------- --------- ----------
William P. Greubel...... 175,000(3) 18.36% $ 9.03 1/17/2013 $ 993,811 $2,518,512
Rodney P. Ehrlich....... 20,000(3) 2.10% $ 9.03 1/17/2013 $ 113,578 $ 287,830
Richard J. Giromini..... 70,000(3) 7.34% $ 9.03 1/17/2013 $ 397,524 $1,007,405
Mark R. Holden.......... 70,000(3) 7.34% $ 9.03 1/17/2013 $ 397,524 $1,007,405
Timothy J. Monahan...... 10,000(4) 1.05% $ 20.15 10/27/2013 $ 62,952 $ 159,534
(1) Options were granted having exercise prices at fair market values on
the date of grant.
(2) The dollar amounts set forth under these columns are the result of
calculations of assumed annual rates of stock price appreciation from
the date of grant to the date of expiration of such options of 5% and
10%. These assumptions are not intended to forecast future appreciation
of the Corporation's stock price. The Corporation's stock price may
increase or decrease in value over the time period set forth above.
(3) Options granted to Messrs. Greubel, Ehrlich, Giromini and Holden vest
with respect to 2/3 of the options on the two-year anniversary from the
date of grant and the remainder vest on the three-year anniversary of
the date of grant.
(4) Options granted to Mr. Monahan vest with respect to 1/3 of the options
on each of the first three anniversaries of the date of grant.
OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
Shown below is information with respect to the exercise of options by
the Named Officers to purchase the Company's common stock during the fiscal
year-ended December 31, 2003 and unexercised options to purchase the Company's
common stock pursuant to the Company's Amended 1992 Stock Option and Incentive
Plan, 2000 Stock Option Plan and inducement options granted outside of any
corporate plan held by the Named Officers.
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SHARES HELD AT DECEMBER 31, 2003 AT DECEMBER 31, 2003(1)
ACQUIRED ------------------------------- ---------------------------
NAME ON EXERCISE VALUE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------ ----------- -------------- ----------- ------------- ----------- -------------
William P. Greubel 0 -- 83,334 341,666 $ 1,607,513 $ 6,762,237
Rodney P. Ehrlich 25,000 $ 340,663 37,200 24,000 $ 162,260 $ 436,350
Richard Giromini 0 -- 0 195,000 -- $ 4,000,150
Mark R. Holden 0 -- 89,553 201,667 $ 1,077,066 $ 4,180,744
Timothy J. Monahan 0 -- 0 10,000 -- $ 91,500
(1) Based on the closing price on the New York Stock Exchange-Composite
Transactions of the Corporation's common stock on December 31, 2003
($29.30 per share).
5
EMPLOYMENT AND SEVERANCE AGREEMENTS
In April 2002, the Corporation entered into an employment agreement
with Mr. Greubel to serve as President and Chief Executive Officer of the
Corporation effective April 12, 2002 through March 31, 2005. The term of Mr.
Greubel's employment automatically renews for successive one-year periods unless
and until either party provides written notice, not less than 60 days prior to
the end of the then current term, of their intent not to renew the agreement.
The agreement requires the Corporation to use its commercially reasonable
efforts while Mr. Greubel is serving as the Chief Executive Officer to cause him
to be nominated for election to the Board of Directors. Pursuant to this
agreement, Mr. Greubel's initial salary was set at $600,000 per year, subject to
annual adjustment in connection with annual performance reviews and discussions
between Mr. Greubel and the Corporation. Mr. Greubel is also eligible for an
annual bonus targeted at 50% of his base salary and which may range from 0% to
100% of that year's base salary. This agreement provided that his bonus for 2002
would be at least $200,000. Pursuant to the terms of the agreement, the Board of
Directors granted Mr. Greubel an option to purchase 250,000 shares of our common
stock at an exercise price of $10.01 per share. One-third of these options
vested on the first anniversary of Mr. Greubel's employment and on each of the
next two anniversaries thereafter, an additional one-third of these options will
vest.
In the event that the Corporation terminates Mr. Greubel's employment
without cause, or it is terminated by Mr. Greubel as a result of a material
diminishment of his position, duties or responsibilities, the assignment by the
Corporation to Mr. Greubel of substantial additional duties or responsibilities
which are inconsistent with the duties or responsibilities then being carried
out by him and which are not duties of an executive nature, a material breach of
this agreement by the Corporation, which is not corrected within twenty (20)
business days of the receipt of a written notice specifying the breach, material
fraud on the part of the Corporation, or the discontinuance of the active
operation of business of the Corporation or its insolvency or bankruptcy, the
Corporation will pay to him the sum of three times his then current base salary
if the termination is prior to or on March 31, 2003 and two times his salary if
after March 31, 2003. In addition, all unvested options then held by Mr. Greubel
shall become vested. If the Corporation terminates Mr. Greubel's employment
without cause, upon the attainment of corporate objectives, he is entitled to
receive a pro-rata portion of his bonus for the year in which he is terminated.
Mr. Greubel has agreed not to compete with the Corporation during the term of
his agreement and for a period of two years after termination for any reason.
In June 2002, the Corporation entered into an employment agreement with
Mr. Holden to serve as Chief Financial Officer of the Corporation effective June
14, 2002 through June 14, 2003. The term of Mr. Holden's employment
automatically renews for successive one-year periods unless and until either
party provides written notice, not less than 60 days prior to the end of the
then current term, of their intent not to renew the agreement. Pursuant to this
agreement, Mr. Holden's initial salary was set at $350,000 per year, subject to
annual adjustment in connection with annual performance reviews and discussions
between Mr. Holden and the Corporation. Mr. Holden is also eligible for an
annual bonus targeted at 50% of his base salary and which may range from 0% to
100% of that year's base salary. This agreement provided that his bonus for 2002
would be at least $150,000. Pursuant to the terms of the agreement, the Board of
Directors granted Mr. Holden an option to purchase 125,000 shares of the
Corporation's common stock at an exercise price of $7.79 per share. Two-thirds
of these options will vest on the second anniversary of Mr. Holden's execution
of his employment agreement and on the next anniversary thereafter the remaining
one-third of these options will vest.
In the event that the Corporation terminates Mr. Holden's employment
without cause, or it is terminated by Mr. Holden as a result of a material
diminishment of his position, duties or responsibilities, the assignment by the
Corporation to Mr. Holden of substantial additional duties or responsibilities
which are inconsistent with the duties or responsibilities then being carried
out by him and which are not duties of an executive nature, a material breach of
this agreement by the Corporation, which is not corrected within twenty (20)
business days of the receipt of a written notice specifying the breach, material
fraud on the part of the Corporation, or the discontinuance of the active
operation of business of the Corporation or its insolvency or bankruptcy, the
Corporation will pay to him the sum of two times his then current base salary.
In addition, all unvested options then held by Mr. Holden shall become vested.
If the Corporation terminates Mr. Holden's employment without cause, upon the
attainment of corporate objectives, he is entitled to receive a pro-rata portion
of his bonus for the year in which he is terminated.
6
Mr. Holden has agreed not to compete with the Corporation during the term of his
agreement and for a period of two years after termination for any reason.
In June 2002, the Corporation also entered into an employment agreement
with Mr. Giromini to serve as Chief Operating Officer of the Corporation
effective July 15, 2002 through July 15, 2003. The term of Mr. Giromini's
employment automatically renews for successive one-year periods unless and until
either party provides written notice, not less than 60 days prior to the end of
the then current term, of their intent not to renew the agreement. Pursuant to
this agreement, Mr. Giromini's initial salary was set at $325,000 per year,
subject to annual adjustment in connection with annual performance reviews and
discussions between Mr. Giromini and the Corporation. Mr. Giromini is also
eligible for an annual bonus targeted at 50% of his base salary and which may
range from 0% to 100% of that year's base salary. This agreement provided that
his bonus for 2002 would be at least $150,000. Pursuant to the terms of the
agreement, the Board of Directors granted Mr. Giromini an option to purchase
125,000 shares of the Corporation's common stock at an exercise price of $8.65
per share. Two-thirds of these options will vest on the second anniversary of
Mr. Giromini's employment and on the next anniversary thereafter, the remaining
one-third of these options will vest.
In the event that the Corporation terminates Mr. Giromini's employment
without cause, or it is terminated by Mr. Giromini as a result of a material
diminishment of his position, duties or responsibilities, the assignment by the
Corporation to Mr. Giromini of substantial additional duties or responsibilities
which are inconsistent with the duties or responsibilities then being carried
out by him and which are not duties of an executive nature, a material breach of
this agreement by the Corporation, which is not corrected within twenty (20)
business days of the receipt of a written notice specifying the breach, material
fraud on the part of the Corporation, or the discontinuance of the active
operation of business of the Corporation or its insolvency or bankruptcy, the
Corporation will pay to him the sum of two times his then current base salary.
In addition, all unvested options then held by Mr. Giromini shall become vested.
If the Corporation terminates Mr. Giromini's employment without cause, upon the
attainment of corporate objectives, he is entitled to receive a pro-rata portion
of his bonus for the year in which he is terminated. Mr. Giromini has agreed not
to compete with the Corporation during the term of his agreement and for a
period of two years after termination for any reason.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors in 2003 consisted
of Messrs. Hackett, Koci, Burdakin and Jischke. None of these individuals is
currently, or was during 2003, an officer or employee of the Corporation. In
addition, none of these individuals serves as a member of the Board of Directors
or on the compensation committee of any corporation that has an executive
officer serving on the Board of Directors of the Corporation or its Compensation
Committee.
7
ITEM 12--SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth certain information as of March 15, 2004
(unless otherwise specified), with respect to the beneficial ownership of the
Corporation's common stock by each person who is known to own beneficially more
than 5% of the outstanding shares of common stock, each person currently serving
as a director, each nominee for director, each Named Officer (as defined below),
and all directors and executive officers as a group:
SHARES OF
COMMON STOCK
BENEFICIALLY PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED (1) OF CLASS
---------------------------------------------------------------- ------------ --------
FMR Corp.
82 Devonshire Street
Boston, MA 02109............................................ 3,891,697 (2) 14.37%
Pioneer Global Asset Management S.p.A.
Galleria San Carlo, 6
20122 Milan, Italy........................................... 2,083,332 (3) 7.69%
Goldman Sachs Asset Management, L.P.
32 Old Slip
New York, NY 10005.......................................... 1,741,431 (4) 6.43%
Perkins, Wolf, McDonnell & Company
310 South Michigan Avenue, Suite 2600
Chicago, IL 60604........................................... 1,487,000 (5) 5.49%
Barclays Private Bank Limited
59/60 Grosvenor Street
London, WIX 9DA England...................................... 1,379,642 (6) 5.09%
David C. Burdakin............................................... 6,376 *
Rodney P. Ehrlich............................................... 21,200 (7) *
Richard J. Giromini............................................. 20,592 *
William P. Greubel.............................................. 221,159 (8) *
John T. Hackett................................................. 21,818 (9) *
Mark R. Holden.................................................. 19,050(10) *
Martin C. Jischke............................................... 6,063 *
Ludvik F. Koci.................................................. 20,457(11) *
Stephanie K. Kushner............................................ 0 0%
Timothy J. Monahan.............................................. 0 0%
All Executive Officers and Directors as a group (10 persons).... 336,715 1.24%
----------------------------
* Less than one percent
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of common stock
subject to options or warrants currently exercisable or exercisable
within 60 days of March 15, 2004 are deemed outstanding for purposes of
computing the percentage ownership of the person holding such options
but are not deemed outstanding for purposes of computing the percentage
ownership of any other person. Except where indicated otherwise, and
subject to community property laws where applicable, the persons named
in the table above have sole voting and investment power with respect
to all shares of common stock shown as beneficially owned by them.
8
(2) Based solely on a Schedule 13G filed December 10, 2003 and a Schedule
13G/A filed February 17, 2004. FMR Corp. has sole voting power with
respect to 572,900 shares of common stock, or 2.12% of the
Corporation's common stock. Fidelity Management & Research Company
("Fidelity"), a wholly-owned subsidiary of FMR Corp. and an investment
adviser registered under Section 203 of the Investment Advisers Act of
1940, is the beneficial owner of 3,319,397 shares or 12.25% of the
common stock outstanding of the Corporation as a result of acting as
investment adviser to various investment companies registered under
Section 8 of the Investment Company Act of 1940. The ownership of one
investment company, Fidelity Small Cap Stock Fund, amounted to
1,478,500 shares or 5.46% of the outstanding common stock of the
Corporation.
Edward C. Johnson 3d, Chairman of FMR Corp., FMR Corp., through its
control of Fidelity, and the funds each has sole power to dispose of
the 3,319,397 shares owned by the Funds. Neither FMR Corp. nor Edward
C. Johnson 3d, has the sole power to vote or direct the voting of the
shares owned directly by the Fidelity Funds, which power resides with
the Funds' Boards of Trustees. Fidelity carries out the voting of the
shares under written guidelines established by the Funds' Boards of
Trustees.
Fidelity Management Trust Company, a wholly-owned subsidiary of FMR
Corp. and a bank as defined in Section 3(a)(6) of the Securities
Exchange Act of 1934, is the beneficial owner of 465,100 shares or
1.72% of the common stock outstanding of the Corporation as a result of
its serving as investment manager of the institutional account(s).
Edward C. Johnson 3d and FMR Corp., through its control of Fidelity
Management Trust Company, each has sole dispositive power over the
465,100 shares and sole power to vote or to direct the voting of the
465,100 shares of common stock.
Members of the Edward C. Johnson 3d family are the predominant owners
of Class B shares of common stock of FMR Corp., representing
approximately 49% of the voting power of FMR Corp. Mr. Johnson 3d owns
12.0% and Abigail Johnson owns 24.5% of the aggregate outstanding
voting stock of FMR Corp. Mr. Johnson 3d is Chairman of FMR Corp. and
Abigail P. Johnson is a Director of FMR Corp. The Johnson family group
and all other Class B shareholders have entered into a shareholders'
voting agreement under which all Class B shares will be voted in
accordance with the majority vote of Class B shares. Accordingly,
through their ownership of voting common stock and the execution of the
shareholders' voting agreement, members of the Johnson family may be
deemed, under the Investment Company Act of 1940, to form a controlling
group with respect to FMR Corp.
(3) Based solely on Schedules 13G filed August 28, 2003 and February 9,
2004.
(4) Based solely on a Schedule 13G filed February 13, 2004. Goldman Sachs
Asset Management, L.P. has sole voting power with respect to 1,604,424
shares of common stock, or 5.92% of the Corporation's common stock.
(5) Based solely on a Schedule 13G filed June 11, 2003. Perkins, Wolf,
McDonnell & Company has sole voting and investment power with respect
to 15,100 shares of common stock, or 0.06% of the Corporation's common
stock, and shared voting and investment power with respect to 1,471,900
shares of common stock, or 5.43% of the Corporation's common stock. One
of the funds managed by Perkins, Wolf, McDonnell & Company, Janus Small
Cap Value Fund, reported beneficial ownership of 1,400,000 shares of
common stock, or 5.17% of the Corporation's outstanding common stock.
(6) Based solely on a Schedule 13G filed February 17, 2004. Barclays
Private Bank Limited has sole voting and investment power with respect
to 1,182,631 shares of common stock, or 4.37% of the Corporation's
common stock.
(7) Includes options to purchase 21,200 shares that are currently, or will
be within 60 days of March 15, 2004, exercisable.
(8) Includes options to purchase 146,667 shares that are currently, or will
be within 60 days of March 15, 2004, exercisable.
(9) Includes options to purchase 10,500 shares that are currently, or will
be within 60 days of March 15, 2004, exercisable.
(10) Includes options to purchase 18,000 shares that are currently, or will
be within 60 days of March 15, 2004, exercisable.
(11) Includes options to purchase 1,500 shares that are currently, or will
be within 60 days of March 15, 2004, exercisable.
9
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information regarding the Corporation's equity
compensation plans as of December 31, 2003.
Number of securities
remaining available for
Number of securities to be Weighted average future issuance under
issued upon exercise of exercise price of equity compensation plans
outstanding options, outstanding options, (excluding securities
Plan Category warrants and rights warrants and rights reflected in column (A))
-------------------------------------------------------------------------------------------------------------------------
(A) (B) (C)
-------------------------------------------------------------------------------------------------------------------------
Equity Compensation plans
approved by security holders ........ 589,850(1) $18.38 0
-------------------------------------------------------------------------------------------------------------------------
Equity Compensation plans not
approved by security holders ........ 1,269,485(2) $ 8.75 1,654,554
-------------------------------------------------------------------------------------------------------------------------
Total................................ 1,859,335 $11.81 1,654,554
-------------------------------------------------------------------------------------------------------------------------
(1) Consists of shares of common stock to be issued upon exercise of
outstanding options granted under the Wabash National Corporation
Amended 1992 Stock Option Plan, and shares of common stock to be
issued upon exercise of outstanding options granted under the Wabash
National Corporation 1992 Directors Stock Option Plan and shares of
common stock to be issued under the Wabash National Corporation
Directors and Executives Deferred Compensation Plan. The number of
shares that may be granted under the Wabash National Corporation
Directors and Executives Deferred Compensation Plan is based on
compensation deferral by directors and executives.
(2) Consists of shares of common stock to be issued upon exercise of
outstanding options granted under the Wabash National Corporation 2000
Stock Option and Incentive Plan, shares of common stock to be issued
under the Wabash National Corporation Stock Bonus Plan, shares of
common stock to be issued under the Wabash National Corporation
Employee Stock Purchase Plan and inducement options that were granted
outside of any formal corporate plan.
2000 STOCK AND OPTION INCENTIVE PLAN
The Corporation's Board of Directors adopted the 2000 Stock and Option
Incentive Plan effective November 2000. This plan provides for the grant of
non-qualified stock options and restricted stock in order to attract, retain and
compensate directors, highly qualified officers, key employees and other
persons. There were 2,000,000 shares of stock originally authorized for issuance
under the plan. The exercise price for each option granted is set by the
Compensation Committee, but is required to be at least the aggregate fair market
value of the shares subject to the option. The Compensation Committee sets the
vesting schedule for each option granted and sets the restricted period for each
grant of restricted stock. Upon a change in control of the Corporation, all
outstanding shares subject to options vest and all restrictions and conditions
applicable to shares subject to restricted stock lapse. The term of the plan is
10 years, unless earlier terminated by the Board of Directors.
EMPLOYEE STOCK PURCHASE PLAN
The Corporation's Board of Directors adopted the Employee Stock
Purchase Plan effective June 1993. This plan provides for the purchase of the
Corporation's common stock by certain employees in order to increase the
employee's interest in the Corporation's growth and success and to retain the
employee's services. The employee purchases the stock by electing to have
deducted from his or her payroll a whole percentage amount of at least two
percent and no more than 15 percent of the employee's daily compensation. There
were 200,000 shares of common stock originally authorized for issuance under the
Employee Stock Purchase Plan. The purchase price for each share of common stock
is the fair market value of the common stock on the last day of the applicable
period. The Board of Directors may terminate this plan at any time.
10
STOCK BONUS PLAN
The Corporation's Board of Directors adopted the Stock Bonus Plan
effective January 1, 1997. This plan provides that stock may be awarded as
supplementary compensation as an incentive and reward to eligible long service
employees who, through industry, ability and exceptional service, contribute
materially to the success of the Corporation. There were 500,000 shares of stock
originally authorized for issuance under the Stock Bonus Plan. The Board of
Directors has the authority to determine, in its sole discretion, the amount of
individual stock bonus awards. This plan may be amended, suspended or terminated
by the Board of Directors at any time.
INDUCEMENT GRANTS
The Corporation has issued non-qualified stock options outside of any
plan in connection with inducing certain individuals to start work for the
Corporation. In the aggregate, the Corporation has issued options to purchase
385,000 shares of common stock to three individuals. The exercise price for each
option granted was set by the Compensation Committee at the fair market value of
the shares subject to that option. The Compensation Committee set vesting
schedules that vest over three years. Upon a change in control of the
Corporation, all outstanding shares subject to options vest. The term of each
option is 10 years.
ITEM 13--CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In July 2001, the Corporation entered into a three-year consulting and
non-compete agreement with Donald J. Ehrlich, former President and Chief
Executive Officer of the Corporation. At the time the agreement was executed,
Mr. Ehrlich was a director of the Corporation. The agreement provides for Mr.
Ehrlich to provide certain consulting services to the Corporation and precludes
Mr. Ehrlich from engaging in defined activities that are deemed competitive to
the interests of the Corporation. The agreement provides for payments to Mr.
Ehrlich for consulting services rendered to the Corporation of $50,000 per month
during the first year of the agreement term, $41,667 per month during the second
year of the agreement term, and $33,333 per month during the third year of the
agreement term. Mr. Ehrlich is the brother of Rodney Ehrlich, an executive
officer of the Corporation.
In April 2002, the Corporation entered into an employment contract with
William P. Greubel in connection with Mr. Greubel's employment as Chief
Executive Officer and President of Wabash National Corporation beginning in May
2002, and in June 2002, the Corporation entered into an employment contract with
Richard J. Giromini in connection with Mr. Giromini's employment as Chief
Operating Officer of Wabash National Corporation beginning in July 2002. Mr.
Greubel was formerly a Director and Chief Executive Officer of Accuride
Corporation, a manufacturer and supplier of wheels for medium and heavy-duty
trucks and trailers, and Mr. Giromini was formerly its Senior Vice
President/Technology and Continuous Improvement. During 2003, the Corporation
purchased certain products from Accuride Corporation for $13.7 million, and the
Corporation expects to make additional purchases during 2004. All purchases made
during 2003 were on an arm's-length basis, and the Corporation expects that
future purchases will be made on an arm's-length basis.
In September 2002, the Corporation entered into a sixteen-month
consulting and non-compete agreement with Charles Ehrlich, former Vice President
of Operations of the Corporation. Mr. Charles Ehrlich is the brother of Donald
J. Ehrlich, former President, Chief Executive Officer and Director, and the
brother of Rodney Ehrlich. The agreement provides for Mr. Ehrlich to provide
certain consulting services to the Corporation and precludes Mr. Ehrlich from
engaging in defined activities that are deemed competitive to the interests of
the Corporation. The agreement provides for payments to Mr. Ehrlich for
consulting services rendered to the Corporation of $21,243 per month during the
first four months of the agreement term, and $21,730 per month during the
remaining twelve months of the agreement term. The Corporation has no remaining
payment obligations pursuant to the agreement.
11
ITEM 14--PRINCIPAL ACCOUNTANT FEES AND SERVICES
PRINCIPAL ACCOUNTING FEES AND SERVICES
The fees paid by the Corporation to Ernst & Young LLP for professional
services for the fiscal years ended December 31, 2003 and December 31, 2002 were
as follows:
FEE CATEGORY FISCAL 2003 FEES FISCAL 2002 FEES
---------------------- ---------------- ----------------
(dollars in thousands)
Audit Fees $ 858 $ 648
Audit-Related Fees 805 80
Tax Fees 273 210
All Other Fees 17 121
------- ------
Total Fees $ 1,953 $1,059
Audit Fees. Consist of fees billed for professional services rendered
for the audit of the Corporation's consolidated financial statements, review of
the interim consolidated financial statements included in quarterly reports and
services provided by Ernst & Young in connection with the Corporation's
convertible notes offering in 2003 and its registration statements.
Audit-Related Fees. Consists of fees billed for assurance and related
services that are reasonably related to the performance of the audit or review
of the Corporation's consolidated financial statements and are not reported
under "Audit Fees." In 2003, these services include audits of benefit plans,
audits, accounting consultation, consulting on internal controls and other
audit-related services.
Tax Fees. Consists of fees billed for professional services for tax
compliance, tax advice and tax planning. In 2003, these services include
assistance related to state tax filing and incentives reviews of corporation tax
filings, consulting or net operating loss treatments, and review of tax audits.
All Other Fees. In 2003, these services include assistance related to
expatriate tax liability for a single non-executive officer.
With the exception of $46,000 of tax fees, which constituted 2.4% of
total Ernst & Young fees billed for 2003, for which pre-approval was waived
pursuant to the rules of the Securities and Exchange Commission, all Ernst &
Young fees were pre-approved by the audit committee pursuant to the policy
described below, or related to contracts existing on May 6, 2003.
POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT SERVICES AND
PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT AUDITORS
The Audit Committee's policy is to pre-approve all audit and
permissible non-audit services performed by the independent public accountants.
These services may include audit services, audit related services, tax services
and other services. For audit services, the independent auditor provides an
engagement letter in advance of the meeting of the Audit Committee that occurs
in connection with the Corporation's Annual Meeting, outlining the scope of the
audit and related audit fees. If agreed to by the Audit Committee, this
engagement letter is formally accepted by the Audit Committee at the meeting.
For all services, the Corporation's senior management submits from time
to time to the Audit Committee for approval services that it recommends the
Audit Committee engage the independent auditor to provide for the fiscal year.
In addition, the audit committee pre-approves specific non-audit services that
the independent auditor can provide from time-to-time during the year. All fee
proposals for those non-audit services must be approved in advance in writing by
the requesting department head and by the Corporate Controller. Any fee proposal
greater than $25,000 must also be approved in advance in writing by the Chief
Financial Officer. Any fee proposal greater than $100,000 must also be approved
in advance in writing by the Chairman of the Audit Committee. The Audit
Committee will be informed routinely as to the non-audit services actually
provided by the independent auditor pursuant to this pre-approval process.
12
PART IV
ITEM 15--EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(c) Exhibits: The following exhibits are filed with this Form 10-K/A:
31.01 Certification of Principal Executive Officer
31.02 Certification of Principal Financial Officer
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
WABASH NATIONAL CORPORATION
March 29, 2004 By: /s/ Mark R. Holden
---------------------------------
Mark R. Holden
Senior Vice President and Chief
Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
14