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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 1, 1997
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Fruehauf Trailer Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-10772 38-2863240
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
111 Monument Circle, Suite 3200, Indianapolis, Indiana 46204
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(317)630-3000
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Exhibit Index Appears on Page 4
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Item 2. Acquisition of Disposition of Assets
On April 16, 1997, Fruehauf Trailer Corporation
(the "Company") sold certain domestic assets of the
Company (the "Purchased Assets") to Wabash National
Corporation, a Delaware corporation ("Wabash"), pursuant
to an order of the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court") dated March
20, 1997, as part of the Company's ongoing case under
chapter 11 of the United States Bankruptcy Code, 11 U.S.C.
Sections 101-1330 (Case No. 96-1563 (PJW)). The Purchased
Assets included the Company's dry freight van
manufacturing facility in Fort Madison, Iowa, the
Company's dump and platform trailer manufacturing facility
in Huntsville, Tennessee, as well as the Company's
service, sales and distribution network. The Purchased
Assets do not, however, include the Company's interest in
Fruehauf de Mexico, S.A. de C.V. and a limited number of
other assets.
In consideration for the sale of the Purchased
Assets, Wabash paid the Company (I) $15,645,000 in cash,
(ii) 1,000,000 shares of newly issued shares of Wabash
Common Stock, par value $.01 per share, and (iii) 352,000
shares of newly issued Convertible Exchangeable Preferred
Stock of Wabash, par value $.01 per share (collectively,
the "Purchase Price").
Wabash acquired the Purchased Assets from the
Company pursuant to an auction conducted as part of the
Company's chapter 11 case. The Purchase Price represents
Wabash's bid in the auction for the Purchased Assets, as
adjusted at the closing pursuant to the agreed upon
Purchase Price adjustment formula contained in the
Purchase Agreement referred to below. The sale of the
Purchased Assets was subject to, and received, approval by
the Bankruptcy Court on March 20, 1997.
The sale of the Purchased Assets was made pursuant
to a Purchase Agreement dated March 13, 1997 by and
between the Company and Wabash, as amended by the First
Amendment to Purchase Agreement dated March 17, 1997 and
the Second Amendment to Purchase Agreement dated April 16,
1997 (the Purchase Agreement, as amended, is Exhibit 2.01
to this Form 8-K). The cash portion of the Purchase Price
was used by the Company to repay a portion of its then-existing
post-petition indebtedness owed to Madeleine,L.L.C. ("Madeleine").
Item 5. Other Events.
On April 16, 1997, the Company entered into a new
post-petition financing facility with Bank of America
NT&SA (the "Bank"), pursuant to the Debtor in Possession
Loan Agreement dated as of April 16, 1997 (the "DIP Loan
Agreement"), by and among the Company, certain of its
subsidiaries, and the Bank (a copy of the DIP Loan
Agreement is attached hereto as Exhibit 4.55). This new
financing facility replaces the previous debtor in
possession facility between the Company, certain of its
subsidiaries, and Madeleine. In accordance with the terms
of the DIP Loan Agreement, the Wabash Common Stock and
Wabash Preferred Stock received by the Company as part of
the Purchase Price for the sale of the Purchased Assets
has been pledged to the Bank as security for the new
financing facility.
Also on April 16, 1997, the Company's Board of
Directors elected Chriss W. Street as President and
Assistant Secretary of the Company and James Wong as Vice
President, Treasurer and Corporate Financial Officer of
the Company. The Company's Board of Directors currently
consists of Chriss W. Street and Worth Frederick.
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SIGNATURE
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Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FRUEHAUF TRAILER CORPORATION
Date: May 1, 1997 By: /s/ James Wong
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James Wong
Corporate Financial Officer
(Duly Authorized
Officer)
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EXHIBIT INDEX
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Pagination by
Sequential
Numbering
Exhibit Description of Exhibit System
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4.54 Purchase Agreement dated March 13,
1997, including exhibits thereto,
by and between the Company and
Wabash and amendments thereto dated
March 17, 1997 and April 16, 1997,
is incorporated herein by reference
to Exhibit 2.01 to the Current
Report on Form 8-K filed May 1,
1997 by Wabash (Commission File
Number 1-10883)
4.55 Debtor In Possession Loan
Agreement, dated as of April
16, 1997 by and between the
Company, FGR, Inc.,
Fruehauf Corporation, Maryland
Shipbuilding & Drydock Company,
The Mercer Co., Fruehauf International
Limited, Deutsche-Fruehauf Holding
Corporation, Jacksonville Shipyards,
Inc., M.J. Holdings, Inc., E.L. Devices,
Inc., and Bank of America NT&SA
4.56 Supplement to Debtor In Possession Loan
Agreement, dated as of April
16, 1997 by and between Fruehauf
Trailer Corporation, FGR, Inc.,
Fruehauf Corporation, Maryland
Shipbuilding & Drydock Company,
The Mercer Co., Fruehauf International
Limited, Deutsche-Fruehauf Holding
Corporation, Jacksonville Shipyards,
Inc., M.J. Holdings, Inc., E.L. Devices,
Inc., and Bank of America NT&SA