Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 is incorporated herein by reference.
The Company's Series E redeemable preferred stock, Series F redeemable preferred
stock and Series G redeemable preferred stock, and the Warrant for up to 44.21%
of the shares of Wabash's common stock (subject to adjustment as provided
therein) to Trailer Investments, will be issued in reliance on Section 4(2)
under the Securities Act of 1933 (the "Securities Act") and Regulation D
promulgated thereunder in a transaction not involving a public offering.
Similarly, the shares of common stock issuable upon exercise of the Warrant,
when and if exercised, will be issued in reliance on Section 4(2) under the
Securities Act and Regulation D promulgated thereunder in a transaction not
involving a public offering.
Item 3.03. Material Modification to Rights of Security Holders.
As described in Item 1.01 above, Wabash entered into the Rights Agreement
Amendment to the Rights Agreement. The description in Item 1.01 above is
incorporated herein by reference.
As described in Item 2.03 above, Wabash entered into the Third Amended and
Restated Loan and Security Agreement on July 2007. The description in Item 2.03
above is incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
4.1 Amendment dated July 17, 2009, to the Rights Agreement, dated as of
December 28, 2005, between Wabash and National City Bank, as Rights Agent
10.1 Securities Purchase Agreement dated as of July 17, 2009, by and between
Wabash National Corporation and Trailer Investments, LLC, including
Exhibits thereto
10.2 Third Amended and Restated Loan and Security Agreement (the "Amended
Facility"), by and among the Company and certain of its subsidiaries
identified on the signature page thereto, Bank of America, N.A., as a
Lender and as Agent, and the other Lenders parties thereto