UNITED STATES
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
Date of Report (Date of earliest event reported):
April 1, 2009
Wabash National Corporation
(Exact name of registrant as specified in its charter)
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| Delaware
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1-10883
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52-1375208 |
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(State or other
jurisdiction
of incorporation)
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(Commission
File No.)
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(IRS Employer
Identification No.) |
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1000 Sagamore Parkway South
Lafayette, Indiana
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47905 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code:
(765) 771-5310
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
INFORMATION TO BE INCLUDED IN THE REPORT
Section 2 — Financial Information
Item 2.04 — Triggering Events That Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement.
On April 1, 2009, Wabash National Corporation (the “Company”) received written notice from
Bank of America, N.A., as administrative agent (the “Agent”), relating to its Second Amended and
Restated Loan and Security Agreement (the “Revolving Credit Facility”).
As disclosed in the Company’s March 31, 2009 press release (which was filed as an exhibit to
the Form 8-K filed on April 1, 2009), while the Company was in compliance with its financial
covenants under its Revolving Credit Facility at December 31, 2008, because the Company has not
delivered audited financial statements to the lenders by March 31, 2009, an event of default has
occurred under the Revolving Credit Facility, which permits the lenders to increase the interest on
the outstanding principal by 2%, to cause an acceleration of the maturity of borrowings, to
restrict advances, and to terminate the Revolving Credit Facility.
The notice provided by the Agent to the Company asserts the existence of events of default
under the Revolving Credit Facility relating to the failure to deliver the required financial
statements, the failure to deliver notice of the change in name of a Company subsidiary, and the
requests for borrowings during the pendency of an event of default. In accordance with the terms
of the Revolving Credit Facility, as of April 1, 2009, the Agent has (i) increased the interest on
the outstanding principal under the Revolving Credit Facility by 2% and (ii) implemented
availability reserves that result in a reduction of the Company’s borrowing base under the
Revolving Credit Facility by $25 million. As of March 31, 2009, the Company had $53.0 million in
borrowings outstanding under the Revolving Credit Facility.
The notice does not terminate the Revolving Credit Facility or demand immediate repayment of
any outstanding debt and the payment of accrued interest thereunder, but reserves the rights of the
lenders to do any of the foregoing or seek any other available remedies. There can be no assurance
that these actions may not occur at any time. The Company is in discussions with the lenders
concerning the aforementioned events of default and negotiation of a forbearance agreement and one
or more amendments to the Revolving Credit Facility.
Section 3 — Securities and Trading Markets
Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
(a) On April 1, 2009, the Company received a letter from the staff of NYSE Regulation, Inc.
advising that, pursuant to Section 802.01E of the New York Stock Exchange Listed Company Manual,
the Company has been identified as a possible late filer as a result of its failure to file its
Annual Report on Form 10-K for the period ended December 31, 2008 on a timely basis in compliance
with Section 13 or 15(d) of the Securities Exchange Act of 1934. The letter notes that if the
Company’s Form 10-K is not filed by 2:30 p.m. Eastern Time on April 6, 2009, the Company will be
posted to the late filers list on the Listing Standards Filing Status page on the New York Stock
Exchange, Inc. (the “NYSE”) website on April 7, 2009 and an “.LF” indicator will be appended to the
Company’s trading symbol listed on the NYSE’s consolidated tape provided to data vendors. The
website posting and indicator will remain in effect until the Company is current with all reporting
requirements with the Securities and Exchange Commission.
As disclosed in the Company’s March 31, 2009 press release (which was filed as an exhibit to
the Form 8-K filed on April 1, 2009), the Company anticipates filing the delayed Form 10-K by April
15, 2009.
Forward-Looking Statements
This Current Report on Form 8-K 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
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