AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 23, 1994

REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GREAT DANE HOLDINGS INC.
(Exact name of Registrant as specified in its charter)

DELAWARE 3715 54-0698116
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification No.)
incorporation or
reorganization)

2016 NORTH PITCHER STREET
KALAMAZOO, MICHIGAN 49007
(616) 343-6121
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)

DAVID R. MARKIN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
GREAT DANE HOLDINGS INC.
2016 NORTH PITCHER STREET
KALAMAZOO, MICHIGAN 49007
(616) 343-6121
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO:

Paulette Kendler, Esq. Valerie Ford Jacob, Esq.
Hutton Ingram Yuzek Gainen Carroll & Fried, Frank, Harris, Shriver & Jacobson
Bertolotti One New York Plaza
250 Park Avenue New York, New York 10004
New York, New York 10177 (212) 820-8000
(212) 907-9650

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
--------------

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
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CALCULATION OF REGISTRATION FEE

PROPOSED MAXIMUM
OFFERING PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO PRICE PER AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED (1) SHARE (2) OFFERING PRICE (2) REGISTRATION FEE

Common Stock, par value $.01
per share................................ 6,555,000 shares $15.00 $98,325,000 $33,906
<FN>
(1) Includes 855,000 shares which the Underwriters have the right to purchase to
cover over-allotments.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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- --------------------------------------------------------------------------------

GREAT DANE HOLDINGS INC.
FORM S-1 CROSS REFERENCE SHEET

REGISTRATION STATEMENT ITEM AND HEADING LOCATION IN PROSPECTUS
- ------------------------------------------------------------- --------------------------------------------------------

1. Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus................... Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages of
Prospectus....................................... Inside Front Cover and Outside Back Cover Pages
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges........................ Prospectus Summary; Risk Factors; Selected Consolidated
Financial Data
4. Use of Proceeds................................... Prospectus Summary; Use of Proceeds; Capitalization
5. Determination of Offering Price................... Risk Factors; Underwriting
6. Dilution.......................................... Risk Factors; Dilution
7. Selling Security Holders.......................... Not Applicable
8. Plan of Distribution.............................. Outside Front Cover Page; Underwriting
9. Description of Securities to be Registered........ Description of Capital Stock
10. Interests of Named Experts and Counsel............ Not Applicable
11. Information with Respect to the Registrant........ Outside Front Cover Page; Prospectus Summary; Risk
Factors; Dilution; Shares Eligible for Future Sale;
Selected Consolidated Financial Data; Management's
Discussion and Analysis of Financial Condition and
Results of Operations; Business; Management; Ownership
of Common Stock; Financial Statements
12. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities... Not Applicable

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION
NOVEMBER 23, 1994

5,700,000 SHARES

GREAT DANE HOLDINGS INC.

COMMON STOCK
-----------

All of the shares of common stock, $.01 par value per share, offered hereby
(the "Common Stock") are being sold by Great Dane Holdings Inc. ("Holdings" or
the "Company"). Prior to this offering, there has been no public market for the
Common Stock of the Company. It is currently estimated that the initial public
offering price will be between $13.00 and $15.00 per share. See "Underwriting"
for the factors to be considered in determining the initial public offering
price. The Company has made application for the Common Stock to be quoted on the
Nasdaq Stock Market (National Market) under the symbol "DANE."

--------------

THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS."

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE COMMISSIONER OF INSURANCE OF THE STATE OF NORTH CAROLINA HAS NOT APPROVED
OR DISAPPROVED THIS OFFERING NOR HAS THE COMMISSIONER PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.

PRICE UNDERWRITING PROCEEDS
TO DISCOUNTS AND TO
PUBLIC COMMISSIONS COMPANY(1)

Per Share................................. $ $ $
Total(2).................................. $ $ $
<FN>

(1) Before deducting offering expenses payable by the Company estimated at
$ .

(2) The Company has granted the Underwriters a 30-day option to purchase up to
855,000 additional shares of Common Stock solely to cover over-allotments,
if any. To the extent that the option is exercised, the Underwriters will
offer the additional shares to the public at the Price to Public shown
above. If the option is exercised in full, the total Price to Public,
Underwriting Discounts and Commissions and Proceeds to Company will be
$ , $ and $ , respectively. See "Underwriting."

--------------

The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as and if delivered to and accepted by them, and subject to
the right of the Underwriters to reject any order in whole or in part. It is
expected that delivery of the shares of Common Stock will be made at the offices
of Alex. Brown & Sons Incorporated, Baltimore, Maryland, on or about
, 1994.

ALEX. BROWN & SONS SMITH BARNEY INC.
INCORPORATED

The date of this Prospectus is , 1994.

[INSIDE FRONT COVER]

Photos to be provided.

The Company intends to furnish its stockholders with annual reports
containing audited financial statements and an opinion thereon expressed by
independent auditors and with quarterly reports for the first three quarters of
each fiscal year containing unaudited financial information.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS AND NOTES THERETO APPEARING ELSEWHERE IN
THIS PROSPECTUS. EXCEPT AS OTHERWISE INDICATED, INFORMATION CONTAINED IN THIS
PROSPECTUS GIVES EFFECT TO (I) THE REINCORPORATION OF HOLDINGS (FORMERLY
INTERNATIONAL CONTROLS CORP.) IN DELAWARE IN OCTOBER 1994 AND (II) A 16,800 FOR
1 STOCK SPLIT OF HOLDINGS' COMMON STOCK (THE "COMMON STOCK") WHICH WILL OCCUR
PRIOR TO COMMENCEMENT OF THIS OFFERING. UNLESS THE CONTEXT OTHERWISE REQUIRES,
(A) REFERENCES IN THIS PROSPECTUS TO THE COMPANY ARE TO GREAT DANE HOLDINGS INC.
(AND ITS PREDECESSOR, INTERNATIONAL CONTROLS CORP.) AND ITS CONSOLIDATED
SUBSIDIARIES (WHICH FOR THIS PURPOSE INCLUDES A PARTNERSHIP WHICH IS CONTROLLED
BY HOLDINGS) AND (B) REFERENCES IN THIS PROSPECTUS TO HOLDINGS ARE TO GREAT DANE
HOLDINGS INC. (AND ITS PREDECESSOR, INTERNATIONAL CONTROLS CORP.). UNLESS
OTHERWISE SPECIFIED, THE INFORMATION SET FORTH IN THIS PROSPECTUS ASSUMES NO
EXERCISE OF THE UNDERWRITERS' OVER-ALLOTMENT OPTION (THE "OVER-ALLOTMENT
OPTION").

THE COMPANY

OVERVIEW

Through Great Dane Trailers, Inc. ("Great Dane"), the Company is the largest
manufacturer of truck trailers and intermodal containers and chassis in North
America. In addition, through Checker Motors Corporation ("Motors"), the Company
is one of the leading independent manufacturers of sheet metal stampings for
automotive components and subassemblies for sale to North American original
equipment manufacturers ("OEMs"). For the year ended December 31, 1993 and the
nine months ended September 30, 1994, these two principal lines of business
accounted for approximately 92% and 93% of the Company's revenues and 92% and
94% of the Company's total segment operating profit (segment gross profit less
selling, general and administrative expenses). The Company's other operations
consist of its vehicular operations, primarily its Yellow Cab Company division
("Yellow Cab"), which is currently the largest owner of taxicabs and provider of
taxi-related services in Chicago, Illinois and its insurance operations,
American Country Insurance Company ("Country"), which underwrites property and
casualty insurance.

The Company's objective is to expand its transportation related
manufacturing businesses, Great Dane and Motors, through internal growth and
strategic acquisitions. The Company will also focus on reducing its aggregate
indebtedness and believes that Yellow Cab and Country provide a consistent
source of cash flow for debt repayment.

TRAILER MANUFACTURING

Great Dane designs, manufactures and distributes a full line of truck
trailers (including dry freight vans, refrigerated trailers ("reefers") and
platform trailers) and intermodal containers and chassis. In 1993, Great Dane
was the largest manufacturer of truck trailers and chassis in the United States
with an aggregate market share of 12.9%, including a leading 37.9% share of the
higher-margin reefer market. Great Dane is also a leading manufacturer in the
growing intermodal container and chassis market with a 27.3% market share in
1993.

In 1991, Great Dane assembled a new senior management team and initiated a
strategic plan designed to improve its competitive position by (i) reducing
operating costs; (ii) increasing manufacturing efficiencies and flexibility;
(iii) developing new products; and (iv) expanding its large order customer base.
Accordingly, Great Dane reduced overhead, reconfigured plants to increase
capacity, re-designed assembly lines to improve efficiencies, re-engineered
certain products to reduce material and manufacturing costs, initiated new
product development programs and began to develop relationships with large order
customers including J.B. Hunt Transport ("J.B. Hunt") and Xtra Corporation. From
1991 to 1993, Great Dane's revenue increased from $400.2 million to $711.9
million and segment operating profit increased from $7.1 million to $32.4
million. In addition, Great Dane's operating profit margin increased from 1.8%
in 1991 to 6.9% for the nine-month period ended September 30, 1994.

Great Dane believes that these initiatives combined with its strong brand
name and reputation for manufacturing high quality products have positioned it
for continued growth. The key elements of its growth strategy are as follows:

- PRODUCT INNOVATION. Great Dane's engineering and flexible
manufacturing expertise enable it to produce higher-margin, custom-designed
products rapidly and efficiently while incorporating distinctive features
through computer aided design technologies. Recent product innovations marketed
by Great Dane include its proprietary, lightweight Thermacube van and reefer,
and unique intermodal containers and chassis which initiated Great Dane's entry
into the growing intermodal market. New products planned for 1995 include a
proprietary, ultra-lightweight flatbed trailer and a new reefer product which
incorporates a unique floor design.

- INCREASE MARKET SHARE WITH LARGE ORDER FLEET CUSTOMERS. Great Dane is
actively seeking to increase its sales to large order fleet customers which
account for approximately 43% of total U.S. van trailer purchases. The Company
believes that these customers are the fastest growing segment of the industry
and estimates that its share of fleet orders approximates 10%. The balance of
the U.S. van trailer market consists of small and medium sized customers
(approximately 30%) and leasing companies (approximately 27%) where Great Dane
estimates it has a 27% and 17% market share, respectively. In order to increase
its market share with large order fleet customers, Great Dane has adapted
certain of its assembly lines to produce both large standardized and small
customized orders. Great Dane is in the process of acquiring the property and
buildings for a 500,000 square foot manufacturing facility which will be
equipped during 1995 with two high speed, more cost efficient assembly lines
dedicated to high volume, standard specification fleet orders.

- STRONG NATIONAL DISTRIBUTION NETWORK. The Company believes that Great
Dane's distribution network, which consists of 17 Company-owned branches and 51
independent dealers, is the largest marketing organization in the North American
trailer industry. This network provides Great Dane with a competitive advantage
in marketing its new and used trailer products and providing higher-margin
aftermarket parts and services. Great Dane believes that its parts and services
business will provide earnings growth in the coming years due to the increasing
size of the Great Dane and U.S. trailer fleets.

- INTERMODAL TRANSPORTATION. In 1992, Great Dane entered the intermodal
transportation market by developing, in conjunction with a leading truckload
carrier, a unique line of intermodal containers and matching ultra-lightweight
chassis. These containers and chassis enable its customer to utilize double
stack rail intermodal service to haul freight loads of similar size and weight
to those it carries with conventional over-the-road trailers. Great Dane's
strategy is to utilize its engineering expertise to design intermodal products
that meet the specific requirements of its customers. Great Dane has also
improved its market responsiveness by adapting certain assembly lines to produce
both trailers and containers.

AUTOMOTIVE PRODUCTS OPERATIONS

Through South Charleston Stamping & Manufacturing Company ("SCSM") and its
Kalamazoo, Michigan facility ("CMC Kalamazoo"), Motors develops, designs,
engineers and manufactures a broad range of sheet metal automotive components
and subassemblies, including tailgates, fenders, doors, roofs and hoods for sale
to North American OEMs. The majority of Motors' revenues are derived from
complex, value-added products, primarily assemblies containing multiple stamped
parts and various welded or fastened components.

The automotive supplier industry is experiencing consolidation as OEMs are
increasingly requiring suppliers to meet more stringent quality standards and to
possess certain full-service capabilities including design, engineering and
project management support. Motors' principal objective is to capitalize on this
trend through both internal growth and strategic acquisitions. The key elements
of this strategy are as follows:

- HIGH GROWTH LIGHT TRUCK/SPORTS UTILITY FOCUS. Motors focuses on
supplying components for light trucks, minivans and sports utility vehicles due
to their high growth rate and long model lives. From

1983 to 1993, light trucks/sport utility vehicles were the fastest growing
segment of the automotive market with a 7.3% compound annual growth rate. Motors
currently supplies parts on the following light truck/sport utility and minivan
vehicles: Suburban, Blazer, S-10 Blazer, Crew Cab, M Van (Astro and Safari),
full-size CK Truck and CK Sport Side. Motors has also been awarded an eight-year
contract by Mercedes-Benz to produce the majority of the stamping components for
its new sports utility vehicle.

- FULL-SERVICE CAPABILITIES. Motors provides a full complement of
services, including design, engineering and manufacturing, which enables it to
play an integral role in the development and execution of product programs for
its customers. Motors works with its customers throughout the product
development process and, in some cases, locates employees on site at its
customers' facilities in order to design, engineer and manufacture the highest
quality products at the lowest possible cost. Motors believes that this close
coordination with its customers allows it to identify business opportunities and
react to customer needs in the early stages of vehicle design and, therefore,
maintain and increase its volume with its customers.

- HIGH QUALITY PRODUCTS. The Company believes SCSM is one of the premier
stamping facilities in the U.S. This is exemplified by SCSM's receipt of
numerous quality awards including the General Motors Mark of Excellence and the
General Motors QSP (quality, service, price) award for being General Motors'
1993 worldwide Supplier of the Year for major metal stampings. SCSM has also
been qualified to produce components which comply with the ISO 9000
international standard. The Company believes that these awards are a critical
factor in securing additional business from OEMs.

- EXPANDING CUSTOMER BASE. Motors has developed strong relationships
with its customers based on its long history of supplying high quality products
and its full-service capabilities. Motors' objectives are to increase volume
with its existing customers and develop relationships with new customers. In the
last twelve months, Motors has expanded its business with existing customers
including General Motors Corporation ("GM"), Freightliner Corp., Saturn
Corporation and Ford Motor Co. Motors has also secured business with two new
customers, Mercedes-Benz and Toyota.

- FOCUS ON HIGHER-MARGIN/VALUE-ADDED PRODUCTS. Motors strives to compete
in markets where it can achieve greater profitability by providing complex,
value-added products, primarily assemblies containing multiple stamped parts and
various welded or fastened components. Unlike many of its competitors, SCSM
presently has the equipment to supply complete assemblies including large
stampings and related assembly parts. As an example, Motors currently supplies
the sliding door, which is composed of several stampings and fasteners, for the
GM Astro and Safari Vans. The majority of Motors' revenues are derived from such
assemblies.

OTHER OPERATIONS

Yellow Cab is the largest taxicab fleet owner in the City of Chicago
("Chicago") and, as of September 30, 1994, owned approximately 2,370 or 44% of
the 5,400 taxicab licenses ("licenses"or "medallions") available in Chicago.
Yellow Cab's primary business is the leasing of its medallions and vehicles to
independent taxi operators. The Company also provides a variety of other
services to taxi drivers and non-affiliated medallion holders, including
insurance coverage through Country and repair and maintenance services.

Country underwrites property and casualty insurance, including taxicab
insurance, workers' compensation and other commercial and personal lines. During
1993, 67% of Country's total premium revenue was attributable to non-affiliated
property/casualty lines, primarily workers' compensation, commercial automobile
and commercial multiple peril. The remainder of Country's premium revenues was
attributable to affiliated taxi liability and collision insurance in the State
of Illinois and workers' compensation insurance in the States of Illinois and
Michigan. Country is currently rated "A" by A.M. Best.

Holdings was reincorporated in Delaware in 1994. Holdings currently
maintains its principal executive offices at Checker Motors Co., L.P.'s
("Checker L.P.", an affiliate of Motors) facility at 2016 North Pitcher Street,
Kalamazoo, Michigan 49007 and its phone number is (616) 343-6121.

RISK FACTORS

The Common Stock offered hereby involves a high degree of risk. See "Risk
Factors."

THE OFFERING

Common Stock offered by the Company........................... 5,700,000 shares
Common Stock to be outstanding after the Offering............. 22,500,000 shares
Use of Proceeds............................................... To redeem a portion of the
Company's 12 3/4% Senior
Subordinated Debentures due
2001 (the "12 3/4%
Debentures")
Proposed NASDAQ Stock Market (National Market) Symbol......... DANE

SUMMARY CONSOLIDATED FINANCIAL INFORMATION

The summary consolidated financial information set forth below is derived
from the consolidated financial statements of the Company for the years ended
December 31, 1989, 1990, 1991, 1992 and 1993, which have been audited by Ernst &
Young LLP, independent auditors, and from the unaudited consolidated financial
statements of the Company for the nine-month periods ended September 30, 1993
and 1994. The summary consolidated financial information provided for the
nine-month periods reflects all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation of such data. The results
of interim periods may not be indicative of results for the full year. The
following summary information should be read in conjunction with the Company's
Consolidated Financial Statements and Notes thereto and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" included
elsewhere in this Prospectus.

NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
------------------------------------------------------------ ------------------------
1989 1990 1991 1992 1993 1993 1994
---------- ---------- ---------- ------------ ---------- ---------- ------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

STATEMENT OF OPERATIONS DATA:
Revenues:
Trailer Manufacturing............ $ 575,793 $ 491,532 $ 400,196 $ 536,336 $ 711,862 $ 514,087 $ 631,113
Automotive Products.............. 99,886 133,401 84,401 112,631 127,925 95,182 115,965
Other Operations................. 62,708 68,278 70,669 67,766 69,539 51,726 58,903
---------- ---------- ---------- ------------ ---------- ---------- ------------
Total Revenues..................... $ 738,387 $ 693,211 $ 555,266 $ 716,733 $ 909,326 $ 660,995 $ 805,981
---------- ---------- ---------- ------------ ---------- ---------- ------------
---------- ---------- ---------- ------------ ---------- ---------- ------------
Segment Operating Profit (Loss):
(1)
Trailer Manufacturing............ $ 26,508 $ 13,109(2) $ 7,059 $ 17,590 $ 32,381 $ 21,699 $ 43,717
Automotive Products.............. 10,561 9,669 (4,237) 11,622 15,306 12,037 16,008
Other Operations (3)............. 9,247 8,771 4,267 4,170 4,304 2,560 3,687
---------- ---------- ---------- ------------ ---------- ---------- ------------
Total Segment Operating Profit..... 46,316 31,549 7,089 33,382 51,991 36,296 63,412
Corporate Expenses................. (7,457) (8,115) (4,398) (4,396 ) (4,646) (3,198) (7,503 )(4)
Interest Expense................... (57,879) (61,596) (47,425) (42,726 ) (41,614) (31,400) (30,414 )
Interest Income.................... 15,494 14,696 11,634 8,895 7,396 5,652 5,214
Other Income (Expense)............. 4,704 (941) (1,078) (2,023 ) 3,494 (26) 779
Special Charge (5)................. -- -- -- -- (7,500) (7,500) --
---------- ---------- ---------- ------------ ---------- ---------- ------------
Income (Loss) Before Minority
Equity, Income Taxes,
Extraordinary Items and Accounting
Changes........................... 1,178 (24,407) (34,178) (6,868 ) 9,121 (176) 31,488
Minority Equity.................... (2,424) (2,296) 1,931 -- -- -- (420 )
Income Tax Benefit (Expense)....... (610) 6,429 5,241 (687 ) (5,757) 246 (13,981 )
---------- ---------- ---------- ------------ ---------- ---------- ------------
Income (Loss) Before Extraordinary
Items and Accounting Changes...... (1,856) (20,274) (27,006) (7,555 ) 3,364 70 17,087
Extraordinary Items (6)............ 4,799 27,749 31,188 -- -- -- --
Accounting Changes (7)............. -- -- -- -- (46,626) (46,626) --
---------- ---------- ---------- ------------ ---------- ---------- ------------
Net Income (Loss).................. $ 2,943 $ 7,475 $ 4,182 $ (7,555 ) $ (43,262) $ (46,556) $ 17,087
---------- ---------- ---------- ------------ ---------- ---------- ------------
---------- ---------- ---------- ------------ ---------- ---------- ------------
Income (Loss) Per Share (8):
Before Extraordinary Items and
Accounting Changes.............. $ (0.11) $ (1.21) $ (1.61) $ (.45 ) $ .20 $ .0 $ 1.02
Net Income (Loss) Per Share...... $ .18 $ .45 $ .25 $ (.45 ) $ (2.58) $ (2.78) $ 1.02

SEPTEMBER 30, 1994
------------------------
AS
ACTUAL ADJUSTED(9)
---------- ------------
(IN THOUSANDS)

BALANCE SHEET DATA:
Total Assets..................................................................................... $ 531,120 $ 527,003
Total Debt....................................................................................... 281,730 215,234
Shareholders' Deficit............................................................................ (134,084) (67,702 )
<FN>
- ------------------
(1) Segment operating profit (loss) is segment gross profit (loss) less
segment selling, general and administrative expenses.

(2) After deducting $7,500 of plant restructuring costs.

(FOOTNOTES CONTINUED ON THE NEXT PAGE)

(3) Segment operating profit (loss) for other operations does not include the
insurance operations' portfolio interest income.

(4) Corporate expenses for the nine months ended September 30, 1994 includes
$3.5 million of expenses related to the Company's postponed debt
refinancing. See "Management's Discussion and Analysis of Financial
Condition and Results of Operation."

(5) Represents cost to the Company of the settlement of certain litigation
with the Boeing Company. See "Business -- Legal Proceedings -- Boeing
Litigation" and Note H to Notes to Consolidated Financial Statements --
December 31, 1993.

(6) Extraordinary items in all years relate to the gains on the repurchase of
indebtedness. See Note L to Notes to Consolidated Financial Statements --
December 31, 1993.

(7) The accounting changes represent the cumulative effect of changes in
accounting principles as a result of the adoption, as of January 1, 1993,
of the provisions of Statement of Financial Accounting Standards ("SFAS")
No. 106, "Employers Accounting for Postretirement Benefits Other Than
Pensions," and SFAS No. 109, "Accounting for Income Taxes." See Notes I
and K to Notes to Consolidated Financial Statements -- December 31, 1993.

(8) The per share information is computed by dividing the respective income
(loss) by the weighted average number of common shares and common share
equivalents outstanding (16,800,000 for all periods, after giving effect
to the 16,800 to 1 stock split to be effected prior to the commencement of
this Offering).

(9) Adjusted to reflect the sale of the 5,700,000 shares of Common Stock
offered hereby by the Company (at an assumed initial public offering price
of $14 per share) and the application of the estimated net proceeds as
described in "Use of Proceeds."

RISK FACTORS

In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating an investment in the shares
of Common Stock offered by this Prospectus.

CYCLICAL BUSINESS. The truck trailer industry is dependent on the trucking
industry in general and the automotive parts industry is dependent on the
automotive industry. Poor economic conditions in either industry could have a
material adverse effect on the Company. In addition to dependence on general
economic conditions, sales of new truck trailers have historically been subject
to cyclical variations based on a five to seven-year replacement cycle. The poor
economic conditions in the United States in 1990 and 1991 had an adverse effect
on demand for the Company's products. Although sales have rebounded, there can
be no assurance that such growth will continue.

PRIOR LOSSES AND SUBSTANTIAL LEVERAGE. The Company incurred losses before
extraordinary items and accounting changes of approximately $1.9 million, $20.3
million, $27.0 million and $7.6 million in 1989, 1990, 1991 and 1992,
respectively. Although the Company had income before extraordinary items and
accounting changes for the year ending December 31, 1993 and the first nine
months of 1994, there can be no assurance that the Company will not sustain
losses in the future. See "Management's Discussion and Analysis of Financial
Condition and the Results of Operations."

The Company currently is and, following the completion of this Offering,
will continue to be substantially leveraged. After giving effect to this
Offering, the Company's consolidated indebtedness would have been $215.2 million
at September 30, 1994. See "Use of Proceeds," "Capitalization," and "Selected
Consolidated Financial Data."

The degree to which the Company is leveraged could have important
consequences to holders of the Common Stock, including, but not limited to, the
following: (i) the Company's ability to obtain additional financing for working
capital, capital expenditures, acquisitions, general corporate purposes,
refinancing of indebtedness or other purposes may be impaired, thereby limiting
its ability to grow; (ii) a substantial portion of the Company's cash flow from
operations must be dedicated to the payment of the principal of and interest on
its indebtedness, thereby reducing the funds available to the Company for its
operations; (iii) the Company is more highly leveraged than certain of its
competitors, which may place the Company at a competitive disadvantage; (iv)
certain of the Company's borrowings are at variable rates of interest, which
could result in higher interest expense in the event of increases in interest
rates; and (v) the Company's high degree of leverage may make it more vulnerable
to economic downturns and may limit its ability to withstand competitive
pressures.

COMPETITION. The Company's primary businesses, truck trailer manufacturing
and automotive products manufacturing, are highly competitive. The Company
competes with other truck trailer manufacturers and automotive stamping
companies of varying sizes (including the in-house capabilities of certain
automotive manufacturers), some of which have greater financial resources than
the Company. In addition, barriers to entry in the truck trailer manufacturing
industry are low and, therefore, it is possible that additional competitors
could enter the market at any time. Great Dane is, and believes that several of
its competitors are, in the process of adding manufacturing capacity, which may
have an adverse effect on order backlog and pricing throughout the industry.
Although Great Dane is presently the largest manufacturer in the truck trailer
industry, there can be no assurance that it will be able to maintain or increase
its market share.

RELIANCE ON MAJOR CUSTOMERS. The Company's automotive products operations
rely heavily on sales to GM. For the year ended December 31, 1993, sales to GM
accounted for approximately 95% of the automotive products operations' revenues
and approximately 13% of the Company's total revenues. The automotive products
industry has experienced increased pricing pressure from OEMs which are taking
aggressive measures to reduce their operating costs, including significant price
reductions from suppliers. Although opportunities for new business may arise for
Motors as a result of GM's pressure on other suppliers, future earnings of this
segment of the Company's business may be materially adversely affected by the
price reductions required or requested by GM, by decisions by GM to utilize its
own facilities to

manufacture these products or by any further work stoppages at GM plants.
Although GM provides 13 week forecasts of its purchasing requirements, changes
in its production may result in changes to these requirements. In addition,
although Motors is attempting to diversify its customer base, there can be no
assurance that Motors will be able to reduce its reliance on GM in the
foreseeable future.

Great Dane entered the intermodal container manufacturing business in
reliance on a large order from J.B. Hunt. There can be no assurance that Great
Dane will be able to attract other substantial customers for these products. For
the year ended December 31, 1993 and the nine months ended September 30, 1994,
J.B. Hunt accounted for approximately 13% and 11% of Great Dane's revenues,
respectively.

GOVERNMENT REGULATION OF TRUCK TRAILERS. The federal and state governments
regulate certain safety features incorporated in the design of truck trailers.
Changes or anticipation of changes in these regulations can have a material
impact on the cost of manufacturing truck trailers and on the purchasing
policies of Great Dane's customers. These factors may adversely affect the
financial condition of the Company.

ENVIRONMENTAL MATTERS. The Company's operations are subject to numerous
federal, state and local laws and regulations pertaining to the discharge of
materials into the environment. The Company has taken steps related to such
matters in order to minimize the risks to the environment from potentially
harmful aspects of its operations. From time to time, the Company has incurred
expenses to improve its facilities in accordance with applicable laws and may be
required to do so again in the future. Certain of Great Dane's manufacturing
processes formerly involved the emission of chlorofluorocarbons, but Great Dane
has changed those processes to comply with new regulations.

The Company also remains obligated to indemnify purchasers of certain of its
prior subsidiaries and purchasers of properties sold by prior subsidiaries for
environmental contamination, if any, of properties owned by such subsidiaries.
The Company's expenditures related to the foregoing environmental matters and
indemnification obligations have not had, and the Company does not currently
anticipate that such expenditures will have, a material adverse effect on the
Company's financial condition, although there can be no assurance that this will
remain the case.

IMPACT OF CITY REGULATION AND EXPIRATION OF ANNUAL LIMIT ON NEW MEDALLION
ISSUANCE. Chicago regulates Yellow Cab's operations through maintenance, lease
rate, insurance and inspection requirements, as well as through taxes, license
fees and other means. In 1993, Chicago gave the Commissioner of Consumer
Services broad powers to set maximum lease rates, which, in certain instances,
have been set at lower rates than those currently charged by Yellow Cab.
Although Yellow Cab has filed a petition for higher rates than those set by the
Commissioner and is allowed to continue charging its current rates pending
action on its petition, there can be no assurance that it will be successful or
that in the future it will be able to pass through any increased costs by lease
rate increases or other means.

The agreement between Yellow Cab and Chicago, pursuant to which increases in
the total number of outstanding medallions in Chicago are limited to a maximum
of 100 annually, expires on December 31, 1997. There can be no assurance as to
how many medallions Chicago will issue after the expiration of the agreement,
nor as to the effect, if any, on the Company, of such issuance, including the
effect on medallion values. Although Yellow Cab has sold medallions during the
past year at selling prices of approximately $38,000 per medallion, there can be
no assurance that such values will continue to prevail in the market, especially
after December 31, 1997. See "Business -- Other Operations -- Vehicular -- The
Medallions" and "-- Regulatory Issues."

CONTROL OF THE COMPANY. Upon consummation of the Offering, the four current
stockholders of Holdings will own 74.7% of the Common Stock (71.9% if the
Over-Allotment Option is exercised in full). Therefore, these stockholders,
acting together, effectively will have control of the Company and will have
sufficient voting power to determine the outcome of any corporate transaction or
other matter requiring stockholder approval, including, among other things, the
election of directors. See "Ownership of Common Stock."

NO PRIOR PUBLIC MARKET; DETERMINATION OF OFFERING PRICE. Prior to this
Offering, there has been no public market for the Common Stock. Holdings has
applied to have the Common Stock approved for quotation and trading on the
Nasdaq Stock Market (National Market), but there can be no assurance that the
application will be accepted or, if it is accepted, that an active trading
market will develop or be sustained after this Offering or that the market price
for the Common Stock will not decline below the initial public offering price.
The initial public offering price of the Common Stock will be determined solely
by negotiations between the Company and the Underwriters and may not bear any
relationship to the market price for the Common Stock following this Offering.
See "Underwriting" for a discussion of factors to be considered in determining
the initial public offering price.

DILUTION. Purchasers of the Common Stock offered hereby will experience an
immediate and substantial dilution of $19.59 in net tangible book value per
share of Common Stock from the initial public offering price.

SHARES ELIGIBLE FOR FUTURE SALE. Currently, all of the outstanding capital
stock of the Company is owned by four persons. Upon completion of this Offering,
22,500,000 shares of Common Stock will be issued and outstanding, 16,800,000 of
which will be owned by these four persons and eligible for immediate sale. The
Company has also adopted a stock option plan for key employees and directors
(the "1994 Option Plan"), subject to stockholder approval and approval of the
Compensation Committee of the Board of Directors (the "Compensation Committee").
No shares have, to date, been granted under the 1994 Option Plan. No prediction
can be made as to the effect, if any, that future sales of shares of Common
Stock, or the availability of shares of Common Stock for future sales, will have
on the market price of the Common Stock prevailing from time to time. Sales of
substantial amounts of Common Stock (including shares issued upon the exercise
of stock options to be granted under the 1994 Option Plan), or the perception
that such sales could occur, could adversely affect prevailing market prices for
the Common Stock. See "Shares Eligible for Future Sale." The Company and its
four current stockholders have agreed not to offer, sell, contract to sell, or
otherwise dispose of any shares of Common Stock, for a period of [180] days
after the closing of the Offering, other than shares acquired in the Offering,
without the prior written consent of the Underwriters and the Company. After
expiration of that time period, shares may be sold pursuant to an effective
registration statement in compliance with the Securities Act of 1933, as amended
(the "Securities Act"), or an applicable exemption from the registration
requirements thereunder.

USE OF PROCEEDS

The net proceeds to be received by the Company from the sale of the
5,700,000 shares of Common Stock offered hereby are estimated to be
approximately $72.0 million, assuming an initial public offering price of $14.00
per share, and after deducting an estimated $7.8 million in offering expenses
and underwriting discounts and commissions payable by the Company estimated to
be incurred in connection with the Offering. The Company intends to use all of
the net proceeds plus Company cash to redeem approximately $72.0 million
principal amount (plus premium and accrued interest) of the 12 3/4% Debentures,
which will be sufficient to satisfy all remaining sinking fund payments. The
Company intends, immediately upon consummation of the Offering, to issue a
notice of redemption with respect thereto. The funds required for the redemption
will be held in escrow until the requisite 30-day notice period has expired
(during which time interest will continue to accrue) and payment can be made.
Interest on the 12 3/4% Debentures for such 30-day period is expected to be
approximately $0.5 million, net of estimated interest earnings from the escrow
account.

The Company is currently engaged in discussions with its bank lenders
regarding a refinancing of its bank debt, including increasing the banks'
commitments under revolving credit facilities to meet working capital and other
requirements. If commitments for the refinancing are received, and the Company
has excess availability under these facilities, the Company currently expects
that it will use a portion of such excess availability (a) to purchase the
minority interest in Checker L.P. for $37.0 million (see "Business -- Legal
Proceedings -- Executive Life Litigation") and (b) to redeem all or a portion of
the $30.0 million principal amount of senior notes held by the current
stockholders of Holdings.

DIVIDEND POLICY

The Company intends to retain any future earnings to provide funds for the
operation and expansion of its business and does not anticipate paying any cash
dividends in the foreseeable future. As a holding company, the ability of
Holdings to pay dividends is dependent upon the receipt of dividends or other
payments from its subsidiaries. The payment of dividends by Holdings is also
subject to certain restrictions under the indenture pursuant to which the
12 3/4% Debentures were issued. At December 31, 1993, the Company was prohibited
from paying a dividend. Subject to such restrictions, any determination to pay
dividends in the future will be at the discretion of Holdings' Board of
Directors and will be dependent upon the Company's results of operations,
financial condition, contractual restrictions, and other facts deemed relevant
at that time by Holdings' Board of Directors.

CAPITALIZATION

The following table sets forth the unaudited consolidated capitalization of
Holdings and its subsidiaries as of September 30, 1994, and as adjusted to give
effect to the sale by Holdings of the 5,700,000 shares of Common Stock offered
hereby (assuming a public offering price of $14.00 per share and after deduction
of underwriting commissions and discounts and the estimated expenses of the
Offering) and the application of the estimated net proceeds as described in "Use
of Proceeds." The table should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the Company's Consolidated Financial Statements and Notes thereto appearing
elsewhere in this Prospectus.

SEPTEMBER 30, 1994
-----------------------------
HISTORICAL AS ADJUSTED
------------ ---------------
(DOLLARS IN THOUSANDS)

Debt (including current maturities):
Subsidiary Debt............................................................... $ 74,823 $ 74,823
Shareholders' Notes........................................................... 30,000 30,000
12 3/4% Senior Subordinated Debentures (net of unamortized discount).......... 121,946 55,450
14 1/2% Subordinated Discount Debentures (net of unamortized discount)........ 54,961 54,961
------------ ---------------
Total Debt.................................................................. 281,730 215,234
Minority Interest............................................................... 39,839 39,839
Shareholders' Deficit:
Common Stock, par value $0.01................................................. 168 225
Additional paid-in capital.................................................... 14,832 86,775
Retained earnings deficit..................................................... (19,130) (24,748)(1)
Notes receivable from shareholders............................................ (625) (625)
Amounts paid in excess of Motors' net assets.................................. (127,748) (127,748)
Unrealized depreciation on Insurance Subsidiary's investments in certain debt
and equity securities........................................................ (1,581) (1,581)
------------ ---------------
Total Shareholders' Deficit................................................. (134,084) (67,702)
------------ ---------------
Total Capitalization...................................................... $ 187,485 $ 187,371
------------ ---------------
------------ ---------------
<FN>
- --------------
(1) The increase in retained earnings deficit results from an extraordinary
charge to earnings from:

(a) Write off of debt discount on repurchased 12 3/4% Debentures.......... $ (5,505)
(b) Premium paid on repurchase of 12 3/4% Debentures...................... (1,526)
(c) Write off of unamortized debt issue costs; and........................ (1,048)
(d) Tax effect of above adjustments....................................... 2,461
---------
Increase in historical retained earnings deficit........................... $ (5,618)
---------
---------

DILUTION

The deficit in net tangible book value of the Company at September 30, 1994
was ($193.3) million or ($11.51) per share of Common Stock. The deficit in net
tangible book value represents the excess of the Company's total liabilities
over its total tangible assets, divided by the number of outstanding shares of
Common Stock. After giving effect to the sale of the 5,700,000 shares of Common
Stock being offered hereby (assuming a public offering price of $14.00 per share
and after deduction of the underwriting discounts and commissions and estimated
expenses of the Offering) and the application of the estimated net proceeds
therefrom, the pro forma deficit in net tangible book value at September 30,
1994 would have been $(125.9) million or $(5.59) per share. This represents an
immediate decrease of $5.92 in the deficit in net tangible book value per share
to the current stockholders and immediate dilution of $19.59 per share to
persons purchasing the shares offered hereby. The following table illustrates
the per share dilution with respect to a new investor's purchase of a share of
Common Stock at September 30, 1994.

Assumed initial public offering price per share.................. $ 14.00
Deficit in net tangible book value per share before the
Offering...................................................... $ (11.51)
Decrease per share in the deficit in net tangible book value
attributable to new investors................................. $ 5.92
Pro forma deficit in net tangible book value per share after the
Offering........................................................ (5.59)
Dilution per share to new investors.............................. $ 19.59

SELECTED CONSOLIDATED FINANCIAL DATA

The following table presents selected consolidated financial data derived
from the consolidated financial statements of Great Dane Holdings Inc. and
subsidiaries for the five years ended December 31, 1993, which have been audited
by Ernst & Young LLP, independent auditors. The selected consolidated financial
data for the nine-month periods ended September 30, 1993 and 1994, were derived
from the unaudited consolidated financial statements of the Company, which
reflect all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation of such data. The operating results for the
nine months ended September 30, 1994, are not necessarily indicative of the
operating results for the full year. The following financial data should be read
in conjunction with the Consolidated Financial Statements and Notes thereto and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere in this Prospectus.

NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
---------------------------------------------------------- ----------------------
1989 1990 1991 1992 1993 1993 1994
---------- ---------- ---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

STATEMENT OF OPERATIONS DATA:
Revenues............................... $ 738,387 $ 693,211 $ 555,266 $ 716,733 $ 909,326 $ 660,995 $ 805,981
Cost of Revenues....................... 624,138 584,680 480,543 610,870 778,805 566,759 680,672
---------- ---------- ---------- ---------- ---------- ---------- ----------
Gross Profit........................... 114,249 108,531 74,723 105,863 130,521 94,236 125,309
Selling, General and Administrative
Expense............................... 75,390 77,597 72,032 76,877 83,176 61,138 69,400(1)
Plant Restructuring Costs.............. -- 7,500 -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income from Operations................. 38,859 23,434 2,691 28,986 47,345 33,098 55,909
Interest Expense....................... (57,879) (61,596) (47,425) (42,726) (41,614) (31,400) (30,414)
Interest Income........................ 15,494 14,696 11,634 8,895 7,396 5,652 5,214
Other Income (Expense)................. 4,704 (941) (1,078) (2,023) 3,494 (26) 779
Special Charge (2)..................... -- -- -- -- (7,500) (7,500) --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income (Loss) Before Minority Equity,
Income Taxes, Extraordinary Items and
Accounting Changes.................... 1,178 (24,407) (34,178) (6,868) 9,121 (176) 31,488
Minority Equity........................ (2,424) (2,296) 1,931 -- -- 0 (420)
Income Tax Benefit (Expense)........... (610) 6,429 5,241 (687) (5,757) 246 (13,981)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income (Loss) Before Extraordinary
Items and Accounting Changes.......... (1,856) (20,274) (27,006) (7,555) 3,364 70 17,087
Extraordinary Items (3)................ 4,799 27,749 31,188 -- -- -- --
Accounting Changes (4)................. -- -- -- -- (46,626) (46,626) --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net Income (Loss)...................... $ 2,943 $ 7,475 $ 4,182 $ (7,555) $ (43,262) $ (46,556) $ 17,087
---------- ---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income (Loss) Per Share (5):
Before extraordinary items and
accounting changes.................. $ (0.11) $ (1.21) $ (1.61) $ (.45) $ .20 $ 0 $ 1.02
Net income (loss) per share.......... $ .18 $ .45 $ .25 $ (.45) $ (2.58) $ (2.78) $ 1.02

DECEMBER 31, SEPTEMBER 30,
---------------------------------------------------------- ----------------------
1989 1990 1991 1992 1993 1993 1994
---------- ---------- ---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS)

BALANCE SHEET DATA:
Total Assets........................... 536,084 537,677 481,305 493,763 517,336 500,639 531,120
Total Debt............................. 405,167 376,692 316,324 310,368 296,273 305,006 281,730
Shareholders' Deficit.................. (111,799) (104,745) (98,374) (106,296) (149,517) (152,611) (134,084)
<FN>
- ------------------

(1) Selling, general and administrative expenses for the nine months ended
September 30, 1994 includes $3.5 million of expenses related to the
Company's postponed debt refinancing. See "Management's Discussion and
Analysis of Financial Condition and Results of Operation."
(2) Represents cost to the Company of the settlement of certain litigation with
the Boeing Company. See "Business -- Legal Proceedings -- Boeing Litigation"
and Note H to Notes to Consolidated Financial Statements -- December 31,
1993.
(3) Extraordinary items in all years relate to the gains on the repurchase of
indebtedness. See Note L to Notes to Consolidated Financial Statements --
December 31, 1993.
(4) The accounting changes represent the cumulative effect of changes in
accounting principles as a result of the adoption, as of January 1, 1993, of
the provisions of Statement of Financial Accounting Standards ("SFAS") No.
106, "Employers Accounting for Postretirement Benefits Other Than Pensions,"
and SFAS No. 109, "Accounting for Income Taxes." See Notes I and K to Notes
to Consolidated Financial Statements -- December 31, 1993.
(5) The per share information is computed by dividing the respective income
(loss) by the weighted average number of common shares and common share
equivalents outstanding (16,800,000 for all periods, after giving effect to
the 16,800 to 1 stock split to be effected prior to the commencement of this
Offering).

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

In January 1989, Holdings purchased all of the outstanding common stock of
Motors, the general partner of Checker L.P., for a purchase price of $138.8
million (the "Checker Acquisition"). Immediately thereafter, four of the five
former shareholders of Motors purchased, through Checker Holding Corp. ("CHC"),
all of the outstanding common stock of Holdings for $45 million. CHC was created
solely for the purpose of acquiring the stock of Holdings and was subsequently
merged into Holdings. CHC was capitalized with an equity contribution of $15
million and loans aggregating $30 million from the former Motors shareholders.
The Reverse Acquisition has been accounted for as if Motors had acquired
Holdings, since there has been no significant change in control of Motors.

Under generally accepted accounting principles for reverse acquisitions, the
net assets of Motors acquired in the Checker Acquisition could not be revalued
to estimated fair market value. Accordingly, the $127.7 million excess of the
amount paid over the historical book value of Motors' net assets has been
accounted for as a separate component reducing shareholders' equity and is not
subject to amortization.

In August 1989, Motors acquired all of the outstanding common stock of SCSM
for a purchase price of $19.9 million (including expenses of $0.3 million) in
cash for SCSM's stock and $4.0 million in cash for a noncompete agreement. The
acquisition was funded with proceeds from a new bank loan. In connection with
the acquisition, Motors also assumed, and Checker L.P. guaranteed, $12.7 million
of the seller's obligation to the State of West Virginia. In addition, both
Motors and Checker L.P. guaranteed loans aggregating $5.6 million made by the
State of West Virginia and Volkswagen of America, Inc. to SCSM.

RESULTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 1994, COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 1993:

Revenues increased $145.0 million during the nine months ended September 30,
1994, as compared to the same period of 1993. The higher revenues are
principally attributed to higher trailer manufacturing revenues ($117.0
million), primarily associated with a higher volume of sales within the segment.
Automotive products revenues increased $20.8 million during the nine months
ended September 30, 1994, as compared to the same period in 1993. General
increases in volumes to accommodate automotive customers' demands and additional
jobs were the principal reasons for the revenue increases.

The Company's operating profit increased $22.8 million in the 1994 period
compared to the 1993 period. This increase is attributed to an increase of
trailer manufacturing operating profits ($22.0 million) which is principally due
to improved margins and higher volume of sales and an increase of automotive
products operating profits ($4.0 million), which was principally due to higher
volumes of sales. These increases in operating profits were offset by higher
corporate costs due to a postponed refinancing ($3.5 million) and other
increases in corporate costs.

During the nine months ended September 30, 1993, the Company recorded a $7.5
million pre-tax special charge relating to the Boeing litigation. No similar
charge was incurred in 1994.

During the nine months ended September 30, 1994, a $0.4 million charge was
recorded to reflect minority equity in SCSM.

Income tax expense is higher for financial statement purposes than would be
computed if the statutory rate were used because of state income taxes as well
as the impact of the reporting of certain income and expense items in the
financial statements which are not taxable or deductible for income tax
purposes.

Net income was $17.1 million for the nine months ended September 30, 1994,
as compared to a $46.6 million net loss for the prior period. The improvement in
net income is attributed to the reasons mentioned above, as well as a one-time
charge ($46.6 million) incurred for the implementation of Statements of
Financial Accounting Standards ("SFAS") Nos. 106 and 109 which was recorded in
the first quarter of 1993.

1993 COMPARED TO 1992:

During 1993, revenues increased $192.6 million and gross profit increased
$24.7 million as compared to 1992. The trailer segment and the automotive
segment operations benefitted from increased demand for their products. Trailer
segment revenues increased by $175.5 million as compared to 1992, primarily due
to the sale of containers and chassis which were introduced in late 1992 and
sold principally to one customer, and a higher volume of truck trailer sales.
Automotive segment revenues increased $15.3 million as compared to 1992.
Increased production of the General Motors Blazer and Suburban models and Crew
Cab products and other general increases in volumes to accommodate automotive
customers' demands are the principal reasons for the increase. Vehicular segment
revenues increased $1.5 million in 1993 as compared to 1992. The increase was
attributed to lease rate increases obtained in 1993 to cover certain vehicular
segment cost increases. The revenue increase was somewhat offset by the impact
of tendering medallions to Chicago.

The factors impacting sales, as discussed previously, had the effect of
increasing the Company's 1993 operating profit (gross profit less selling,
general and administrative expenses) by $18.4 million as compared to 1992.
Trailer segment operating profit increased by $14.8 million as compared to 1992.
This increase is principally due to higher volumes, partly offset by higher
selling, general and administrative expenses ("S G & A"). Higher volumes were
also the principal reason for an increase of $3.7 million of automotive segment
operating profits as compared to 1992.

S G & A expenses were $6.3 million higher in 1993 as compared to 1992, but
as a percentage of sales, S G & A expense is 1.6 percentage points lower in 1993
as compared to 1992.

Other expenses decreased $5.5 million in 1993 as compared to 1992. The
decrease in expenses resulted primarily from $1.4 million in income from the
settlement of a dispute in 1993 and $2.8 million in income from sales of taxi
medallions in 1993.

On February 8, 1989, the Boeing Company ("Boeing") filed a lawsuit naming
Holdings, together with three prior subsidiaries of Holdings, as defendants in
Case No. CV89-199MA, United States District Court for the District of Oregon. In
that lawsuit, Boeing sought damages and declaratory relief for past and future
costs resulting from alleged groundwater contamination at a location in Gresham,
Oregon, where the three prior subsidiaries of Holdings, formerly conducted
business operations. On December 22, 1993, Holdings entered into a settlement
with Boeing, settling all claims asserted by Boeing in the lawsuit. Pursuant to
the settlement terms, Holdings will pay Boeing $12.5 million over the course of
five years, $5.0 million of which has been committed by certain insurance
carriers in the form of cash or irrevocable letters of credit. Accordingly,
Holdings recorded a $7.5 million special charge during 1993 to provide for the
cost associated with this legal proceeding. In accordance with the settlement
agreement, the claims against Holdings and the three former subsidiaries have
been dismissed and Boeing has released and indemnified Holdings with respect to
certain claims.

Net loss was $43.3 million for the year ended December 31, 1993, as compared
to a $7.6 million net loss for the year ended December 31, 1992. The
fluctuations in net loss between the years are attributed to the reasons
discussed above, as well as the one-time charge ($46.6 million) incurred for the
implementation of SFAS Nos. 106 and 109 which was recorded in 1993.

1992 COMPARED TO 1991:

During 1992, revenues increased $161.5 million and gross profit increased
$31.1 million as compared to 1991. The trailer and the automotive segment
operations were positively impacted by increased demand for their products.
Trailer segment revenues increased by $136.1 million as compared to 1991,
primarily resulting from a higher volume of truck trailer sales. Automotive
segment revenues increased $28.2 million as compared to 1991. Increased
production of GM's Blazer and Suburban models and Crew Cab products for the 1993
model year and other general increases in volumes to accommodate automotive
customers' demands were partly offset by a $6.1 million decrease in revenues
associated with the coordination of tooling programs for GM. Vehicular segment
revenues decreased $2.9 million as compared to 1991. The decrease in revenues is
principally attributed to a continuing downturn in taxicab

leasing in Chicago, as well as a decrease in the number of cabs available for
lease from Yellow Cab as a result of the settlement agreement reached with
Chicago in 1988. The negative trend to revenue changes for this segment could
continue if the economic environment does not improve and if the segment is not
successful in continuing to develop new sources of revenue as the settlement
agreement requires the tendering of 100 additional licenses to Chicago in each
of the next five years.

The factors impacting sales, as discussed previously, had the effect of
increasing the Company's 1992 operating profit by $26.3 million as compared to
1991. Trailer segment operating profit increased by $10.5 million as compared to
1991. This increase is principally due to higher volumes, partly offset by
higher S G & A. Higher volumes were also the principal reason for an increase of
$15.9 million of automotive segment operating profits as compared to 1991.
Automotive segment S G & A expenses were only slightly higher in 1992 as
compared to 1991. Vehicular segment operating profits decreased $1.4 million in
1992 compared to 1991 due to lower revenues. While efforts were made to reduce
vehicular segment operating costs through the combination of the Company's then
existing two taxicab operations in late 1991, the decrease in revenues
previously discussed was not fully offset by decreased operating and sales,
general and administrative costs.

S G & A expenses were $4.8 million higher in 1992 as compared to 1991, but
as a percentage of sales, S G & A expense is 2.2 percentage points lower in 1992
as compared to 1991.

Other expenses increased $0.9 million in 1992 as compared to 1991. Higher
gains realized on investment transactions during 1992 compared to 1991 were
offset by lower gains on sale of assets in 1992 as compared to 1991.

Interest expense was $4.7 million lower in 1992 than in 1991. The decrease
can be attributed to lower interest rates during 1992 compared to 1991 as well
as lower levels of debt outstanding during 1992 compared to 1991.

Net loss was $7.6 million for the year ended December 31, 1992, as compared
to net income of $4.2 million for the year ended December 31, 1991. The
fluctuations in net income between the years are attributed to the reasons
discussed above, as well as the fact that the Company recorded a $31.2 million
extraordinary gain in 1991 relating to the repurchase of debentures.

There is no minority equity expense in 1992 because Executive Life Insurance
Company ("ELIC") was placed into conservatorship in 1991 and as a result, its
interest in Checker L.P. and rights under the Partnership Agreement became
limited to the right to receive the balance of its capital account on April 11,
1991. See "Business -- Legal Proceedings -- Executive Life Litigation."

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Available cash and cash equivalents, cash flow generated from operations
($66.9 million, $12.4 million, $37.8 million, $25.2 million and $30.7 million
for the years ended December 31, 1989, 1990, 1991, 1992 and 1993, respectively
and $22.3 million for the nine months ended September 30, 1994), proceeds from
borrowings and proceeds from the disposal of assets have provided sufficient
liquidity and capital resources for the Company to conduct its operations.

With the settlement of the Boeing litigation and an agreement to settle the
ELIC litigation, the ability of the Company to achieve a successful refinancing
was enhanced. See "Business -- Legal Proceedings -- Executive Life Litigation."
Accordingly, the Company filed a Registration Statement on Form S-1 with the
Securities and Exchange Commission in connection with an overall refinancing of
the Company's outstanding indebtedness. On August 10, 1994, the Company
announced that, due to market conditions, it was postponing the proposed
refinancing and would not complete the transaction on the terms described in its
registration statement. Because this refinancing was not completed, certain
costs, which totaled approximately $3.5 million (pre-tax), have been charged to
income in the quarter ending September 30, 1994.

Great Dane's debt agreement with certain banks matures in March 1995.
Accordingly, this debt is classified as a current liability at September 30,
1994. Refinancing is anticipated to be accomplished prior to maturity and,
accordingly, it is not anticipated that working capital will be adversely
affected.

Purchases of property, plant and equipment have averaged approximately $18.0
million per year over the past three years and have been funded principally by
cash flow generated from operations as well as proceeds from disposals of
assets. Purchases of property, plant and equipment for 1994 and 1995 are
anticipated to be approximately $21.4 million and 45.3 million, respectively,
and are expected to be funded principally by cash flow generated from operations
and borrowings. The increase in the anticipated capital expenditures for 1995 is
principally due to (i) the proposed addition of a new manufacturing facility for
Great Dane (See "Business -- Trailer Manufacturing Operations -- Manufacturing
and Operations") and (ii) the expansion required by new business in the
automotive segment.

During the fourth quarter of 1993, Holdings entered into a settlement of the
Boeing litigation ($12.5 million over five years). See "Business -- Legal
Proceedings -- Boeing Litigation." Of the $7.3 million balance remaining to be
paid as of September 30, 1994, approximately $2.5 million will come from
insurance recoveries and the balance from cash currently on hand and cash flow
generated from operations.

GM, a major customer of the Company's automotive products segment, is
resorting to many measures, including obtaining significant price reductions
from its suppliers, in an effort to reduce its operating costs. Management of
the Company's automotive products segment maintains ongoing discussions with GM
concerning future pricing of parts presently being manufactured. Automotive
products segment management believes that it has adequately provided in its
near-term financial plans for any price reductions which may result from its
current discussions with GM. However, price reductions in excess of those
anticipated could have a material adverse effect on the automotive products
operations.

ACCOUNTING STANDARDS

Effective January 1, 1994, the Company adopted the provision of SFAS No.
115, "Accounting for Certain Investments in Debt and Equity Securities." In
accordance with this statement, prior period financial statements have not been
restated to reflect the change in accounting principle. The opening balance of
shareholders' deficit was decreased by $1.4 million (net of $0.8 million in
deferred income taxes) to reflect the net unrealized holding gains on securities
classified as available-for-sale previously carried at amortized cost or lower
of cost or market.

Effective January 1, 1993, the Company adopted the provisions of SFAS No.
106, "Employers' Accounting for Postretirement Benefits Other Than Pensions."
The impact of adopting SFAS No. 106 was a charge to net income of $29.7 million
(net of taxes of $16.5 million) which was recorded as a cumulative effect
adjustment in the quarter ended March 31, 1993.

The Company also adopted the provisions of SFAS No. 109, "Accounting for
Income Taxes," effective January 1, 1993. The impact of adopting SFAS No. 109
was a charge to net income of $16.9 million which was recorded as a cumulative
effect adjustment in the quarter ended March 31, 1993.

During the quarter ended March 31, 1993, the Company adopted the provisions
of SFAS No. 113, "Accounting and Reporting for Reinsurance of Short Duration and
Long Duration Contracts." Because of the type of insurance contracts Country
provides, the adoption of this statement had no impact on earnings; however, it
requires the disaggregation of various balance sheet accounts. For financial
reporting purposes, the 1992 balance sheet and statement of cash flows have been
restated as if SFAS No. 113 were adopted as of the beginning of the earliest
period presented.

Although the adoption of SFAS Nos. 106, 109, 113 and 115 has collectively
had a significant effect on the Company's financial position, it has not
adversely affected liquidity and capital resources.

IMPACT OF INFLATION

Recently, due to competitive market conditions, the Company has been unable
to factor all cost increases into selling prices for its products and services.
The Company does not believe, however, that the impact of inflation affects the
Company any more than it affects the Company's competitors.

BUSINESS

GENERAL

Through Great Dane, the Company is the largest manufacturer of truck
trailers and intermodal containers and chassis in North America. In addition,
through Motors, the Company is one of the leading independent manufacturers of
sheet metal stampings for automotive components and subassemblies for sale to
North American OEMs. For the year ended December 31, 1993 and the nine months
ended September 30, 1994, these two principal lines of business accounted for
approximately 92% and 93% of the Company's revenues and 92% and 94% of the
Company's total segment operating profit. The Company's other operations consist
of its vehicular operations, primarily Yellow Cab, which is currently the
largest owner of taxicabs and provider of taxi-related services in Chicago,
Illinois and its insurance operations, Country, which underwrites property and
casualty insurance.

TRAILER MANUFACTURING OPERATIONS

OVERVIEW

Great Dane designs, manufactures and distributes a full line of truck
trailers (including dry freight vans, refrigerated trailers and platform
trailers) and intermodal containers and chassis. In 1993, Great Dane was the
largest manufacturer of truck trailers and chassis in the United States with an
aggregate market share of 12.9%, including a leading 37.9% share of the
higher-margin reefer market. Great Dane is also a leading manufacturer in the
growing intermodal container and chassis market with a 27.3% market share in
1993. For the year ended December 31, 1993 and the nine months ended September
30 ,1994, Great Dane generated approximately 78% and 78% of the Company's
revenues and 62% and 69% of the Company's total segment operating profit.

INDUSTRY OVERVIEW

The new truck trailer industry, with annual revenues of approximately $3.1
billion, is cyclical and competitive and closely tied to overall economic
conditions as well as to regulatory changes. In addition, new truck trailers
have traditionally had a five to seven-year replacement cycle. In 1990 and 1991,
the industry experienced a severe downturn due to the recession in the United
States. The industry recovered in 1992 and 1993 due in large part to the general
improvement in the U.S. economy, the replacement of a large number of truck
trailers sold in the mid-1980's and, to a lesser extent, new regulations in
certain states permitting longer truck lengths.

The national truck trailer market is highly fragmented, with approximately
180 companies operating in the truck trailer manufacturing industry. In 1993,
the two largest companies, Great Dane and Wabash National Corporation, accounted
for approximately 24% of the market and the ten largest companies accounted for
approximately 65% of sales. The basis of competition in the truck trailer
industry is product quality and durability, price, flexibility in design and
engineering, warranties, service and relationships. Due in large part to the
quality of its products and its strong distribution system, the Company believes
that Great Dane has built sustainable competitive advantages in each of these
important areas.

Recently, the transportation industry began shifting toward intermodal
containers and chassis. Since 1988, intermodal container traffic has grown by a
compounded annual growth rate of approximately 10%. "Intermodal" refers to the
transition from one mode of transportation to another and, as used in this
Prospectus, refers to the transition from rail to road. "Intermodal containers,"
as used in this Prospectus, refers to containers which are designed to travel
principally on rail, and which, when removed from the rail car, can be placed on
a chassis for transportation by truck to and from a rail yard.

BUSINESS STRATEGIES

In 1991, Great Dane assembled a new senior management team and initiated a
strategic plan designed to improve its competitive position by (i) reducing
operating costs; (ii) increasing manufacturing efficiencies and flexibility;
(iii) developing new products; and (iv) expanding its large order customer base.
Accordingly, Great Dane reduced overhead, reconfigured plants to increase
capacity, re-designed assembly lines to improve efficiencies, re-engineered
certain products to reduce material and manufacturing costs, initiated new
product development programs and began to develop relationships with large order
customers, including J.B. Hunt and Xtra Corporation. From 1991 to 1993, Great
Dane's revenue increased from $400.2 million to $711.9 million and segment
operating profit increased from $7.1 million to $32.4 million. In addition,
Great Dane's operating profit margin increased from 1.8% in 1991 to 6.9% for the
nine-month period ended September 30, 1994.

- PRODUCT INNOVATION. Great Dane emphasizes the production of
custom-designed and proprietary products which generally produce higher
margins than standard products. Great Dane's engineering and flexible
manufacturing expertise enable it to produce custom-designed products
rapidly and efficiently while incorporating distinctive features through
computer aided design technologies. Recent product innovations marketed by
Great Dane include its proprietary, lightweight Thermacube van and reefer
which utilize a high density foam technology that yields superior cargo
space, strength, and thermal properties, and unique intermodal containers
and chassis which initiated Great Dane's entry into the growing intermodal
market. New products planned for 1995 include a proprietary,
ultra-lightweight flatbed trailer which utilizes a new technology that
minimizes its aluminum content, and a new reefer product which
incorporates a unique floor design that offers superior thermal
efficiencies, longevity and cargo space.

- INCREASE MARKET SHARE WITH LARGE ORDER FLEET CUSTOMERS. Great Dane is
actively seeking to increase its sales to large order fleet customers
which account for approximately 43% of total U.S. van trailer purchases.
The Company believes that these customers are the fastest growing segment
of the industry and estimates that its share of fleet orders approximates
10%. The balance of the U.S. van trailer market consists of small and
medium sized customers (approximately 30%) and leasing companies
(approximately 27%) where Great Dane estimates it has a 27% and 17% market
share, respectively. In order to increase its market share with large
order fleet customers, Great Dane has adapted certain of its assembly
lines to produce both large standardized and small customized orders.
Great Dane is in the process of acquiring the property and buildings for a
500,000 square foot manufacturing facility which will be equipped during
1995 with two high speed, more cost efficient assembly lines dedicated to
high volume, standard specification fleet orders. This new manufacturing
facility will be located near the existing Brazil, Indiana plant and Great
Dane expects to utilize its Brazil, Indiana management team to help
contain overhead expenses.

- STRONG NATIONAL DISTRIBUTION NETWORK. The Company believes that Great
Dane's distribution network, which consists of 17 Company-owned branches
and 51 independent dealers, is the largest marketing organization in the
North American trailer industry. This network provides Great Dane with a
competitive advantage in marketing its new and used trailer products and
providing higher-margin aftermarket parts and services. Great Dane
believes that its parts and services business will provide earnings growth
in the coming years due to the increasing size of the Great Dane and U.S.
trailer fleets.

those it carries with conventional over-the-road trailers. The Company
believes that intermodal transportation will continue to provide growth
opportunities as carriers expand their intermodal activities. Great Dane's
strategy is to utilize its engineering expertise to design intermodal
products that meet the specific requirements of its customers. Great Dane
has also improved its market responsiveness by adapting certain assembly
lines to produce both trailers and containers.

PRODUCTS

GENERAL. Great Dane's principal products include vans, reefers, platform
trailers and intermodal containers and chassis. During 1992 and 1993, the sale
of these products accounted for 80% and 82% of Great Dane's revenues,
respectively. Great Dane's trailers and intermodal containers are manufactured
in sizes ranging from 28 to 57 feet. Great Dane offers 11 versions of its
various trailers and sells virtually all of these versions on a regular basis.
In addition to this standard line of products, its flexible assembly operations
enable Great Dane to customize products for its customers at premium prices.

Set forth below is a description of Great Dane's share of the market for its
principal products during 1993. All figures are based on estimated shipments.

GREAT DANE INDUSTRY GREAT DANE
PRODUCT TYPE UNIT SALES UNIT SALES SHARE
- ---------------------------------------------------------------- ----------- ----------- ---------------

Vans............................................................ 14,132 120,600 11.7%
Reefers......................................................... 8,034 21,200 37.9%
Platform Trailers............................................... 1,767 16,100 11.0%
Intermodal Containers and Chassis............................... 10,301 37,700 27.3%

VANS. Vans are used primarily for the transportation of dry freight. Great
Dane believes that it offers the greatest variety of vans in the industry with
four primary styles: sheet and post, aluminum plate, ThermaCube and Fiberglass
Reinforced Plastic Plywood. Great Dane sells vans primarily to for-hire
truckload carriers, private carriers and leasing companies.

Great Dane's highest volume van product is the sheet and post van. These
trailers haul general non-refrigerated freight. Great Dane's models offer custom
design features in order to improve their appearance, durability and resale
value when compared to certain competitors' models.

Great Dane's aluminum plate vans were developed in late 1991. These vans,
considered to be a premium product, utilize thicker and more durable sidewalls
than sheet and post vans and offer significantly more interior space since they
are constructed without interior liners.

Great Dane's ThermaCube van was developed and brought to market in late
1990. The ThermaCube van currently uses a technology licensed to Great Dane by
Graaff KG ("Graaff"), a German limited partnership. The ThermaCube process
involves injecting high density foam between two thin skins of aluminum or other
suitable material and bonding them into a single panel. ThermaCube vans are
lightweight and offer superior width, space, strength and thermal properties.
Since it has completed the maximum royalty payment under its agreement with
Graaff, Great Dane's current and future usage of this technology for trailers is
royalty free.

Fiberglass Reinforced Plastic Plywood vans account for a small percentage of
Great Dane's van sales. They offer increased inside width but are 300 pounds
heavier than sheet and post vans. These vans are very durable and therefore are
used predominantly in large metropolitan areas.

REEFERS. Great Dane's reefers are specialized products that command premium
pricing. The Company believes that it is the largest supplier of reefers in the
industry (with a 37.9% share in 1993) and the only company to offer more than
one type of reefer. Great Dane currently sells three types of reefers: Classic
(either aluminum or stainless steel), Superseal and ThermaCube. The
refrigeration cooling units are not manufactured by Great Dane.

The Classic reefer, essentially a sheet and post reefer, is particularly
suitable for the food distribution market because it has been engineered to
accept numerous structural modifications such as side doors and
multi-temperature refrigeration compartments. Classic reefers are sold primarily
to private carriers and truck leasing companies.

The Superseal reefer is Great Dane's lightweight, lower-priced model. This
product offers fewer options than the Classic reefer but is most popular with
for-hire carriers. Since its purchase by Great Dane in 1988, its market share
has steadily increased due to product improvements and the use of Great Dane's
national distribution network.

Great Dane believes that its proprietary ThermaCube reefer is the most
efficient and technologically advanced reefer in the industry. It offers large
cubic capacity and inside width, side wall strength and superior thermal
properties. It is currently the flagship of two of the largest reefer carriers
in the U.S. and it is gaining popularity among medium-sized carriers.

PLATFORM TRAILERS. Platform trailers are flatbeds or open deck trailers.
Great Dane offers a full line of platform trailers, consisting of drop frame,
extendible, curtainside and straight frame trailers. Drop frame flatbeds are
designed for heavy duty hauling where low deck heights are required. Extendible
flatbeds are used for self-supporting loads (e.g., pre-stressed concrete).
Curtainside flatbeds are used where side loading and cover is required. The
primary customers for Great Dane's platform trailers are for-hire material
haulers, which would include steel haulers, pre-stressed concrete carriers and
builders. Great Dane is developing and testing a new line of ultra-lightweight
flatbeds intended to increase substantially its market share.

INTERMODAL CONTAINERS AND CHASSIS. In conjunction with the growth of
intermodal container transportation, Great Dane's engineers developed a
specialized container (which can be double stacked during rail transport) and
chassis that allow a trucking company to haul containerized loads which are
similar in size and weight to those carried on conventional over the road
trailers. These containers use either aluminum plate or the ThermaCube
technology, which is Great Dane's composite wall construction, to offer greater
inside width, higher cubic capacity and greater strength than can be obtained by
conventional sheet and post construction. Further, these containers are 500 to
1,000 pounds lighter and the chassis are 1,000 to 1,500 pounds lighter than
products now in use with similar carrying capacities. The Company believes that
it is one of the two largest U.S. manufacturers of intermodal containers and
chassis and the only domestic producer of reefer containers. Great Dane is
expecting to produce, for J.B. Hunt and others, a total of approximately 4,100
intermodal containers and a total of 5,000 chassis in 1994.

SERVICES

GENERAL. Great Dane's business includes aftermarket parts and accessories
sales, used trailer sales and retail services (including repair and maintenance)
which enable it to be a full-service provider. The parts and service operations
have historically been a stable source of higher margin business.

AFTERMARKET PARTS AND ACCESSORIES SALES. Sales of replacement parts and
accessories are an important source of higher margin revenues for Great Dane,
and provide a value-added service which attracts and maintains Great Dane's
customer base. Parts and accessories are marketed through 51 full-line dealers,
19 parts-only dealers and 17 Great Dane-owned branch operations. Dealers and
branches sell parts either over-the-counter or through their respective retail
services.

USED TRAILERS. To be competitive in the sale of new trailers, it is often
necessary to accept used trailers in trade. Great Dane's larger retail branches
employ individuals who are responsible for trade-in appraisals and selling used
trailers. Great Dane believes that its nationwide distribution system provides
it with superior used trailer marketing capabilities.

RETAIL SERVICES. Great Dane owns and operates 17 full-service retail
branches, which provide repair and maintenance services. These retail branches
also provide warranty support to Great Dane's customers.

The chart below sets forth the percentage of Great Dane's total sales and
gross profit represented by each product or service category.

% OF % OF
SALES GROSS PROFITS
-------------------- --------------------
PRODUCT OR SERVICE CATEGORY 1992 1993 1992 1993
- ------------------------------------------------------------------------- --------- --------- --------- ---------

New Truck Trailers and Containers and Chassis............................ 79.6 82.5 59.4 63.5
Parts Sales.............................................................. 11.1 9.3 25.5 23.0
Used Trailers............................................................ 6.6 6.0 3.9 3.7
Retail Services.......................................................... 2.7 2.2 11.2 9.8

BACKLOG

At September 30, 1994, Great Dane's backlog totalled $551.5 million and
consisted of approximately $458.2 million of trailer orders and $93.3 million of
container and chassis orders, of which Great Dane expects approximately $372.4
million to remain unfilled on December 31, 1994. At December 31, 1993, Great
Dane's backlog totalled $365 million and consisted of approximately $295 million
of trailer orders and approximately $70 million of container and chassis orders,
while at December 31, 1992, the backlog totalled $255 million and consisted of
approximately $134 million of trailer orders and approximately $121 million of
container and chassis orders. Great Dane's backlog of truck trailer orders was
approximately $70 million at December 31, 1991.

MARKETING, DISTRIBUTION AND SALES

Great Dane believes it has the largest marketing organization in the United
States trailer industry. Sales and comprehensive support service functions are
implemented through 17 Company-owned branches (accounting for 51% of unit sales
excluding J.B. Hunt), 51 independent dealers throughout the United States,
Canada and Mexico (accounting for 49% of unit sales excluding J.B. Hunt), and 19
parts-only dealers. Great Dane's nationwide distribution system enables it to
reach a diversified customer base consisting of: for-hire carriers (such as J.B.
Hunt, Direct Transit, KLLM and Landair), private carriers (such as Pepsico,
Burger King, Publix, Winn Dixie and Food Lion) and leasing companies (such as
Ryder, Penske, Rollins, XTRA and Ruan). Except for J.B. Hunt, no customer
accounted for more than 5% of total revenues in 1993. With the exception of a
small percentage of used trailer sales and sales to J.B. Hunt, all sales are
made through Great Dane's distribution system.

Great Dane's sales force includes approximately 126 sales representatives in
dealerships and 43 sales representatives in its branches. The Company's sales
force is given incentives to meet revenue and/or profitability targets.

Under an agreement with Associates Corporation of North America
("Associates"), Great Dane has agreed to refer to Associates, until the last
quarter of 1996, those of Great Dane's customers who request financing and Great
Dane has guaranteed 50% of Associates' losses (to a potential maximum of $1.25
million each year) if a trailer is repossessed. Great Dane has not experienced
any material losses under this agreement.

Great Dane provides five year warranties to its customers and estimates its
warranty costs are only 0.8% of its sale price.

MANUFACTURING AND OPERATIONS

MANUFACTURING. Great Dane has four manufacturing facilities, located in
Savannah, Georgia; Memphis, Tennessee; Wayne, Nebraska; and Brazil, Indiana and
has entered into a contract, subject to certain conditions, to acquire property
and buildings for an additional manufacturing facility in Terre Haute, Indiana.
Certain of Great Dane's manufacturing operations include flexible assembly lines
that allow Great Dane to customize its products in a cost-efficient manner.

Great Dane exercises strict quality control by screening suppliers and
conducting inspections throughout the production process. Great Dane is
currently implementing a total quality management program that endorses employee
involvement, empowerment and continuous cost improvement.

RESEARCH AND DEVELOPMENT. Great Dane currently employs a corporate
engineering department with 36 employees, which is higher than the industry
average. Great Dane makes extensive use of computer-aided design ("CAD")
technology to support production engineering. Great Dane's use of CAD technology
accelerates the development of product innovations and manufacturing
efficiencies. Great Dane's new products must meet strict quality and durability
standards and must pass strenuous road test procedures. Great Dane believes that
it is the only trailer manufacturer with on-site road simulation testing
capability.

Great Dane has developed a new proprietary floor for its ThermaCube and
certain Classic reefers which will eliminate wood components, thereby increasing
the life of the floor, increasing the capacity of the reefer, simplifying the
manufacturing process and reducing the cost to manufacture the reefer. The
warranty on the new floor will be seven years. Great Dane is also developing and
testing a new line of ultra-lightweight flatbeds intended to increase its market
share.

SUPPLIES AND RAW MATERIALS. Purchased materials represent approximately 80%
of direct cost of goods sold and are purchased on a centralized basis in order
to achieve economies of scale. Great Dane purchases a variety of raw materials
and sub-assemblies from various vendors with short-term contracts. Aluminum,
wood, tires and steel account for a significant portion of materials costs.
Great Dane has not experienced major shortages in these materials, but prices
may fluctuate. However, Great Dane attempts to minimize purchased material price
fluctuations by utilizing just-in-time inventory systems, thereby coordinating
the purchase of certain materials with customer orders.

ENVIRONMENTAL. Certain of Great Dane's manufacturing processes involve the
emission of chlorofluorocarbons, but Great Dane has changed those processes to
comply with new regulations and does not believe that this change will have a
material adverse effect on its operations. The manufacturing process generates
nominal volumes of waste materials, which are disposed of in accordance with
applicable regulations.

Great Dane is involved in a small number of environmental matters.
Management believes that the expenses associated with Great Dane's involvement
are not material in the aggregate.

PATENTS, LICENSES AND TRADEMARKS

The Company believes its "Great Dane" trademark, which identifies all of its
products, to be of value and to contribute significantly to the wide acceptance
of its products.

AUTOMOTIVE PRODUCTS OPERATIONS

OVERVIEW

Through South Charleston Stamping & Manufacturing Company and its Kalamazoo,
Michigan facility, Motors develops, designs, engineers and manufactures a broad
range of sheet metal automotive components and subassemblies, including
tailgates, fenders, doors, roofs and hoods for sale to North American OEMs. The
majority of Motors' revenues are derived from complex, value-added products,
primarily assemblies containing multiple stamped parts and various welded or
fastened components. For the year ended December 31, 1993 and the nine months
ended September 30, 1994, these operations generated approximately 14% and 14%
of the Company's revenues and 29% and 25% of the Company's total segment
operating profit.

INDUSTRY OVERVIEW

The North American automotive parts industry is composed of two distinct
sectors, the original equipment market and the automotive aftermarket.
Substantially all of Motors' sales are to the original equipment market.
Industry factors which affect the automotive segment's current and future
competitiveness, growth and performance include, among others, trends in the
automotive market and policies of OEMs with respect to suppliers.

The overall market for new cars and light trucks in the United States and
Canada is large and cyclical, with a trend line annual growth of 2.3% from 1983
to 1993. While the trend line demand for cars has remained relatively flat over
this period, demand for minivan, sports utility vehicles and light trucks has

grown at a compound annual growth rate of 7.3% over this period. The Company
believes it is well positioned as a supplier of sheet metal components and
subassemblies to the OEMs in this high-growth market segment.

Because of ever-increasing global competition, OEMs are continually
upgrading their supplier policies. The criteria for selection include not only
cost, quality and responsiveness, but also certain full-service capabilities
including design, engineering and project management support. OEMs have
developed rigorous programs for evaluating and rating suppliers. Suppliers that
obtain superior ratings are considered for sourcing new business; those that do
not may continue their existing contracts but normally do not receive additional
business. These criteria can best be satisfied by full-service suppliers with
sufficient size and financial resources to meet such demands. For full-service
suppliers such as Motors, the new environment provides an opportunity to grow by
obtaining business previously provided by other suppliers and by acquiring
suppliers that further enhance product, manufacturing and service capabilities.

BUSINESS STRATEGY

- HIGH GROWTH LIGHT TRUCK/SPORTS UTILITY FOCUS. Motors focuses on supplying
components for light trucks, minivans and sports utility vehicles due to their
high growth rate and long model lives. From 1983 to 1993, light trucks/sport
utility vehicles were the fastest growing segment of the automotive market with
a 7.3% compound annual growth rate. Motors currently supplies parts on the
following light truck/ sport utility and minivan vehicles: Suburban, Blazer,
S-10 Blazer, Crew Cab, M Van (Astro and Safari), full-size CK Truck and CK Sport
Side. Motors has also been awarded an eight-year contract by Mercedes-Benz to
produce the majority of the stamping components for its new sports utility
vehicle.

- FULL-SERVICE CAPABILITIES. Motors provides a full complement of services,
including design, engineering and manufacturing, which enables it to play an
integral role in the development and execution of product programs for its
customers. Motors works with its customers throughout the product development
process and, in some cases, locates employees on site at its customers'
facilities in order to design, engineer and manufacture the highest quality
products at the lowest possible cost. Motors believes that this close
coordination with its customers allows it to identify business opportunities and
react to customer needs in the early stages of vehicle design and, therefore,
maintain and increase its volume with its customers.

- HIGH QUALITY PRODUCTS. The Company believes SCSM is one of the premier
stamping facilities in the U.S. This is exemplified by SCSM's receipt of
numerous quality awards including the GM Mark of Excellence and the GM QSP
(quality, service, price) award for being GM's 1993 worldwide Supplier of the
Year for major metal stampings. SCSM has also been qualified to produce
components which comply with the ISO 9000 international standard. The Company
believes that these awards are a critical factor in securing additional business
from OEMs.

- EXPANDING CUSTOMER BASE. Motors has developed strong relationships with
its customers based on its long history of supplying high quality products and
its full-service capabilities. Motors' objectives are to increase volume with
its existing customers and develop relationships with new customers. In the last
twelve months, Motors has expanded its business with existing customers
including GM, Freightliner Corp., Saturn Corporation and Ford Motor Co. Motors
has also secured business with two new customers, Mercedes-Benz and Toyota.

competitors, SCSM presently has the equipment to supply complete assemblies
including large stampings and related assembly parts. As an example, Motors
currently supplies the sliding door, which is composed of several stampings and
fasteners, on the GM Astro and Safari Vans. The majority of Motors' revenues are
derived from such assemblies.

MANUFACTURING

Unlike certain of its smaller competitors, SCSM has the equipment and
versatility to produce a wide variety of automotive stamping products, carrying
out substantially all phases of a project under one roof. SCSM produces
approximately 150 products at its over 900,000 square foot modernized facility.
Its principal products include tailgate and liftgate assemblies, door
assemblies, hood assemblies, fender assemblies, wheelhouses, pillars, back
panels, floor panels, deck lids, body side panels, roof outer panels and related
parts. SCSM currently processes 9,000 tons of steel per month for 400 part
numbers and currently ships between 45,000 and 50,000 pieces per day to its
customers from 780 dies. Volume fluctuations at SCSM are managed by use of
overtime and temporary manpower. Management is pursuing new long-term
commitments to utilize SCSM's available capacity.

The major portion of tooling design, build and prototype for SCSM is
performed by selected suppliers under close supervision. Die maintenance and
engineering changes are completed in SCSM's own 60,000 square foot die room
which houses approximately 60 tool and die makers. The tool room handles all die
maintenance and engineering changes in-house, including all serious die trouble
such as major breaks.

CMC Kalamazoo also fabricates and assembles automotive products for those
jobs whose end product must be delivered in the surrounding Midwest region,
since transportation is a growing cost in this industry.

MARKETING AND CUSTOMERS

The automotive segment focuses on the higher-growth light truck, sports
utility vehicle and van segments of the market and currently supplies products
primarily for GM. At the present time, Motors is supplying parts on the
following GM vehicles, among others: Suburban, Blazer, S-10 Blazer, Crew Cab, M
Van (Astro and Safari), full-size G Van, CK Truck, CK Sport Side, C Car and H
Car. The Company has been advised that GM plans to begin production of a
four-door version of the full-size Blazer. SCSM has supplied the roof module and
other parts for the two-door model for the past three years and will be GM's
supplier of the roof module for the four-door version. The automotive segment
also supplies parts for GM's services organization.

Motors is also currently supplying parts to Freightliner Corp. (Class 6 and
7 Truck), Saturn Corporation (sedan and coupe), Ford Motor Co. (Cougar and
Thunderbird) and Toyota (Camry). In addition, the automotive segment signed a
contract in March 1994 with Mercedes-Benz to produce the majority of the
stamping parts for its new sports utility vehicle for which production is
expected to begin in 1996. Mercedes-Benz is providing the funding necessary for
the tooling to produce these parts. Although the Company expects these new
customers to help expand Motors' business, they are not expected to reduce
significantly Motors' substantial reliance on GM.

Shipments of customer orders from both SCSM and CMC Kalamazoo are made on a
daily or weekly basis as required by the customer. GM provides an estimated
13-week shipping forecast which is used for material and fabrication planning
purposes. Nevertheless, changes in production by the customer may be reflected
in increases or decreases of these forecasts.

CMC Kalamazoo and SCSM are committed to customer satisfaction by producing
parts and providing the necessary support systems to assure conformity to
customer requirements. As evidence of success in these areas, SCSM has been
awarded GM's "Mark of Excellence" Award, and the GM Q.S.P. (quality, service,
price) award for being GM's worldwide Supplier of the Year 1993 for major sheet
metal stampings. In addition, SCSM has been awarded ISO 9000 Certification by
the International Standards Organization (ISO 9002).

OTHER OPERATIONS

VEHICULAR

OVERVIEW

For the year ended December 31, 1993 and the nine months ended September 30,
1994, the vehicular operations generated approximately 5% and 4% of the
Company's revenues and 12% and 8% of the Company's total segment operating
profit, respectively. Yellow Cab is the largest taxicab fleet owner in Chicago
and as of September 30, 1994, owned approximately 2,370 or 44% of the
approximately 5,400 medallions available in Chicago. Yellow Cab's primary
business is the leasing of its medallions and vehicles to independent taxi
operators through two programs: the owner-operator program and the daily lease
program. The Company also provides a variety of other services to taxi drivers
and non-affiliated medallion holders, including insurance coverage through
Country and repair and maintenance services through its Chicago AutoWerks
division ("Chicago AutoWerks").

THE OWNER-OPERATOR AND DAILY LEASE PROGRAMS

Pursuant to Yellow Cab's owner-operator program, an independent,
non-employee taxi operator leases from Yellow Cab a license and vehicle, with an
option to purchase the vehicle beginning at the end of the second year. During
the lease term (generally five years), Yellow Cab receives a weekly lease
payment for the vehicle as well as a weekly fee to cover the use of Yellow Cab's
license and other services provided by Yellow Cab and its affiliates, including
use of its colors and tradename, liability insurance coverage, radio dispatch,
repair and maintenance. Most operators also purchase the required collision
insurance from Country. See "Business -- Other Operations -- Insurance." As of
September 30, 1994, approximately 67% of the Company's medallions were leased
under the owner-operator program. The daily lease program, which allows drivers
to lease a medallion and a vehicle for 12 hours, 24 hours, or for a weekend, has
been used largely as a source and training operation for new owner-operators.

MAINTENANCE, REPAIR AND PARTS SALES

Chicago AutoWerks provides preventive and other maintenance services,
primarily to Yellow Cab and non-affiliated taxi drivers, and also, as a licensed
full-line auto repair shop, to the public. Chicago AutoWerks maintains a body
shop at which major repairs can be made. As an authorized Chevrolet and Ford
warrantor, Chicago AutoWerks also repairs those manufacturers' vehicles that are
under warranty and invoices the manufacturers directly.

Chicago AutoWerks serves the dispatching needs of Yellow Cab and
non-affiliated drivers, maintains the radios in their taxicabs and supplies the
emergency radio services they require. Chicago AutoWerks also sells automotive
parts.

THE MEDALLIONS

As of September 30, 1994, Yellow Cab owned approximately 2,370 of the
approximately 5,400 medallions available in Chicago. In order to retain these
licenses, the Company must comply with the regulations of Chapter 9-112 of the
Municipal Code of Chicago (governing public passenger vehicles), including the
payment of annual taxicab license fees, currently $500 per vehicle.

Pursuant to a 1988 agreement with Chicago to settle various lawsuits, Yellow
Cab is required to relinquish to Chicago and not renew 100 taxicab licenses on
January 1 of each year through 1997 (the "Agreement"). In addition, the
Agreement limits to 100 per year the number of new licenses that Chicago may add
to the total outstanding through 1997, bringing the total number of available
licenses to a maximum of 5,700 on December 31, 1997. At the required surrender
rate, assuming no additional medallions are sold by Yellow Cab, Yellow Cab would
hold approximately 2,070 medallions after January 1, 1997, or approximately 36%
of the maximum number of medallions to be outstanding on that date. There is
currently no limit, however, on the number of medallions Chicago may issue after
December 31, 1997. Under the Agreement, no person other than Motors and its
affiliated companies can own more than 25% of the licenses in Chicago.

The scheduled decline in the number of licenses allowed to be held by Yellow
Cab pursuant to the Agreement has had, and will continue to have, a negative
effect on the revenue-generating capability of the taxi leasing operations.
Although Yellow Cab has been able to offset these declines to some extent
through increases in the average lease rates charged to its customers, in
December 1993, Chicago passed an ordinance which gives the Commissioner of
Consumer Services broad powers to set maximum lease rates. See "-- Regulatory
Issues." The Company has also sought to increase its vehicular operations'
revenues by offering ancillary services to the increasing number of unaffiliated
taxi drivers through Chicago AutoWerks. At the same time, as the number of
medallions held by Yellow Cab declines, Yellow Cab will require fewer new
vehicles to support its taxi leasing operations and, consequently, decreased
capital spending.

The Agreement has also had the effect of allowing the Company to sell
licenses in the open market for the first time since 1982. In 1993 and the first
three quarters of 1994, the Company sold 73 and 4 medallions, respectively, at
an average price of $38,000 each, a historical high. There can be no assurance
that such values will continue to prevail in the market, especially after
December 31, 1997. Although the value of Yellow Cab's fleet of vehicles is
reflected on the Company's balance sheet, the significant value of its
medallions is not.

LIABILITY INSURANCE

Yellow Cab currently maintains liability insurance coverage for losses of up
to $350,000 per occurrence as well as an "excess layer" of coverage for losses
over $600,000 and up to $29,000,000. The initial $350,000 layer of insurance is
issued by Country. See "Business -- Other Operations -- Insurance." During
several periods in the past, Yellow Cab did not maintain the level of coverage
that Yellow Cab currently maintains. As a result, there were, as of September
30, 1994, six outstanding claims against Yellow Cab for which it is not fully
covered by third-party insurance. As of that date, Yellow Cab maintained balance
sheet reserves totalling approximately $1,650,000 for these claims. Management
believes that these reserves will be sufficient to cover its outstanding claims.

REGULATORY ISSUES

Yellow Cab's operations are regulated extensively by the Department of
Consumer Services of Chicago which regulates Chicago taxicab operations with
regard to certain matters including, among others, vehicle maintenance,
insurance and inspections. The City Council of Chicago has authority for setting
taxicab rates of fare. Effective December 1, 1993, lessors had the right to
increase, until May 1, 1994, the rates paid by lessee drivers by not more than
2.8% of the lease rate in effect on December 1, 1993. After May 1, 1994, lessors
may not charge more than the rates prescribed by the Commissioner (which, in
certain categories, are less than the rates currently charged by Yellow Cab)
without the consent of the City of Chicago. The rates in effect on May 1, 1994,
including the 2.8% increase, may remain in effect pending a petition and appeal
for a higher rate. Yellow Cab increased its rates by the maximum allowed 2.8%
prior to May 1, 1994 and has filed, in a timely manner, a petition to increase
its rates still further. Yellow Cab intends to pursue that proposal to final
hearing.

INSURANCE

For the year ended December 31, 1993 and the nine months ended September 30,
1994, Country generated approximately 3% and 3% of the Company's revenues and an
aggregate of $3.9 million of pre-tax income (comprising approximately $2.0
million of segment operating loss and approximately $5.9 million of portfolio
interest income) and $3.0 million of pre-tax income (comprising approximately
$1.1 million of segment operating loss and $4.1 million of portfolio interest
income). Country is currently rated "A" by A.M. Best.

The taxicab liability coverage which Country writes carries a $350,000 limit
of liability for each occurrence. In addition, Country makes collision insurance
available to licensees and owner-operators at premium rates which are comparable
to the rates charged by competitors for equivalent coverage. Country also writes
full lines of commercial and personal property and casualty insurance for risks
located in Chicago and the surrounding metropolitan area. With the exception of
a specialty public transportation program, which program policies are reinsured
for amounts above $350,000, all non-affiliate policies are reinsured for amounts
above $150,000.

Country is domiciled in the State of Illinois and is a licensed carrier in
Michigan as well as being admitted as an excess and surplus lines carrier in 33
other states. Country has commenced expansion of its business in Southern
Illinois by contracting with established agencies in Peoria, Decatur and
Champaign, Illinois and intends to emphasize personal lines of insurance, such
as homeowners and commercial multiple peril and automobile liability and
physical damage. Country is also applying for licenses in other states, such as
Wisconsin, Indiana and Iowa. To the best of management's knowledge, Country is
in compliance with all applicable statutory requirements and regulations.

INFORMATION CONCERNING BUSINESS SEGMENTS

Certain financial data with respect to the Company's business segments
appear in Note N of Notes to Consolidated Financial Statements -- December 31,
1993 and are incorporated herein by reference.

EMPLOYEES AND LABOR RELATIONS

As of September 30, 1994, the Company had a total of approximately 5,500
employees. The table below details the number of persons employed as of that
date in each of the Company's business segments:

ADMINISTRATIVE
HOURLY AND EXECUTIVE
--------- -----------------

Trailer Manufacturing Operations........................................... 3,496 576
Automotive Products Operations............................................. 878 152
Other Operations........................................................... 229 172

Approximately 325 employees in the Company's trailer manufacturing
operations, 309 in the Company's automotive products operations, and 58 in the
Company's vehicular operations are covered by collective bargaining agreements.
During 1993, Checker L.P. entered into a new contract with the Allied Industrial
Workers of America, AFL-CIO, Local 682 in Kalamazoo, Michigan, currently known
as Local Union No. 7682 of The United Paperworkers International Union, AFL-CIO,
which expires in May 1996. Checker L.P. is party to a contract with D.U.O.C.
Local 777, a division of National Production Workers of Chicago and Vicinity,
Local 777, which expires in November 1995. During 1993, Great Dane Trailers
Tennessee, Inc., a subsidiary of Great Dane, negotiated a new contract (expiring
in January 1996) with Talbot Lodge No. 61 of the International Association of
Machinists and Aerospace Workers. In general, the Company believes its
relationship with its employees to be satisfactory. Although there have been
attempts to unionize various of the Company's divisions in the past few years,
including SCSM and the Great Dane plant in Brazil, Indiana, such attempts have,
to date, been unsuccessful.

PROPERTIES

Holdings currently maintains its principal executive offices at Checker
L.P.'s facility in Kalamazoo, Michigan.

The location and general description of the principal properties owned or
leased by the Company are as follows:

OWNED OR LEASED;
AREA/FACILITY IF LEASED,
LOCATION TYPE OF FACILITY SQUARE FOOTAGE EXPIRATION YEAR
- -------------------------------- ------------------------------- -------------------------- ------------------

TRAILER MANUFACTURING
OPERATIONS:

Savannah, Georgia............... Manufacturing Plant and Office 61 acres/471,000 sq. ft. Owned
Brazil, Indiana................. Manufacturing Plant and Office 80 acres/564,000 sq. ft. Owned
Memphis, Tennessee.............. Manufacturing Plant 8 acres/107,000 sq. ft. Leased; 2003
3.5 acres/13,000 sq. ft. Owned
Wayne, Nebraska................. Manufacturing Plant and Office 35 acres/197,000 sq. ft. Owned
14 Locations in 10 States....... Sales and Service Branches 98 acres/303,000 sq. ft. Owned
17 Locations in 12 States....... Sales and Service Branches 35 acres/228,000 sq. ft. Leased; 1994 to
2015
AUTOMOTIVE PRODUCTS
OPERATIONS:

Kalamazoo, Michigan............. Manufacturing Plant and Office 71 acres/750,000 sq. ft. Owned
South Charleston,
West Virginia.................. Manufacturing Plant and Office 922,000 sq. ft. Leased; 2028
OTHER OPERATIONS:
VEHICULAR
Chicago, Illinois
(13 Locations)................. Garages, Parking Lots and 735,000 sq. ft. 11 Owned; 2 Leased
Offices
INSURANCE
Chicago, Illinois
(3 Locations).................. Offices/Storage Facility 33,000 sq. ft. Leased; 1995 to
2002

The principal facilities owned by the Company are considered by the Company
to be well maintained, in good condition and suitable for their intended use.

LEGAL PROCEEDINGS
EXECUTIVE LIFE LITIGATION

By order of the Superior Court of Los Angeles County (the "California
Court") on April 11, 1991, Case No. B5-006-912 (the "California Order"), the
California State Insurance Commissioner was appointed Conservator for Executive
Life Insurance Company ("ELIC"), a limited partner in Checker L.P. By letter
dated May 20, 1991, Motors and Checker L.P. advised ELIC and the Conservator
that the appointment of the Conservator pursuant to the California Order
constituted an "Event of Default" under the Partnership Agreement, and that,
therefore, ELIC's rights under the Partnership Agreement and interest in Checker
L.P. were altered. More specifically, Motors and Checker L.P. asserted that
ELIC's rights, as of April 11, 1991, were limited to the right to receive a
payout of its capital account, calculated as of that date, in quarterly
installments over approximately a 23-year period. On June 28, 1991, the
Conservator notified Motors and Checker L.P. that he did not accept the position
set forth in the May 20 letter and that,

in his view, ELIC's status as a limited partner had not been altered. In this
litigation, each of Motors, Checker L.P. and the Conservator had been seeking,
among other things, a declaration of its rights under the Partnership Agreement.
Motors, Checker L.P. and the Conservator have agreed to settle the litigation.

On May 26, 1994, the California Court approved a settlement of this
litigation. Pursuant to the settlement, the Company may redeem ELIC's interest
in Checker L.P. for $37.0 million (the "Minority Interest Redemption"). In
addition, under certain circumstances, if all or substantially all of the assets
of Checker L.P. are sold within five years of the consummation of the Minority
Interest Redemption, ELIC may be entitled to receive a payment equal to the
positive difference between (x) the distribution ELIC would have received upon
liquidation of Checker L.P. as a result of such transaction, calculated in
accordance with the provisions of the Partnership Agreement as if it had
continued to hold its partnership interest, and (y) the future value of $37.0
million calculated at 15% per annum from the date of the Minority Interest
Redemption to the date of such transaction. If the Minority Interest Redemption
has not been consummated prior to January 21, 1995, then, among other things,
ELIC will be readmitted to Checker L.P. as a limited partner.

BOEING LITIGATION

On February 8, 1989, the Boeing Company ("Boeing") filed a lawsuit naming
Holdings, together with three prior subsidiaries of Holdings, as defendants in
Case No. CV89-119MA, United States District Court for the District of Oregon. In
that lawsuit, Boeing sought damages and declaratory relief for past and future
costs resulting from alleged groundwater contamination at a location in Gresham,
Oregon, where the three prior subsidiaries of Holdings formerly conducted
business operations. On December 22, 1993, Holdings entered into a settlement
with Boeing, settling all claims asserted by Boeing in the lawsuit. Pursuant to
the settlement terms, Holdings will pay Boeing $12.5 million over the course of
five years, at least $5 million of which has been committed by certain insurance
companies in the form of cash or irrevocable letters of credit. The Company
established a reserve of $7.5 million in 1993 in connection with this matter. Of
the $7.3 million balance remaining to be paid as of September 30, 1994,
approximately $2.5 million will come from insurance recoveries and the balance
from cash currently on hand and cash flow generated from operations. In
accordance with the settlement agreement, Boeing's claims against Holdings and
the three former subsidiaries have been dismissed and Boeing has released and
indemnified Holdings with respect to certain claims.

CERTAIN ENVIRONMENTAL MATTERS

Within the past five years, Great Dane and Motors have entered into certain
consent decrees with federal and state governments relating to the cleanup of
waste materials. The aggregate obligations of Great Dane and Motors pursuant to
these consent decrees are not material.

In May 1988, Holdings sold all of the stock of its subsidiaries, Datron
Systems, Inc. and All American Industries, Inc., and in connection therewith
agreed to indemnify the purchaser for, among other things, certain potential
environmental liabilities. The purchaser asserted various claims for
indemnification and had commenced litigation in Connecticut with respect to
alleged contamination at a manufacturing facility owned by a former second-tier
subsidiary. The court denied one of the purchaser's claims and dismissed another
with prejudice. The balance of the claims for reimbursement of monitoring and
clean up costs were dismissed without prejudice. Holdings and the purchaser have
resolved their relative responsibilities for all claims for cleanup and
monitoring costs at the facility through April 1993 and Holdings paid $350,000
in complete payment of all bills submitted for work completed prior to that
time. Holdings and the purchaser are continuing to discuss their relative
responsibilities for monitoring costs after that time. Holdings does not believe
that its obligations will be material. The purchaser has also put Holdings on
notice of certain other alleged environmental and other matters for which it
intends to seek indemnification as costs are incurred. Holdings does not believe
that its obligations, if any, to pay these claims will be material.

Yellow Cab owns eleven parcels of real estate, all situated in Chicago. Some
of these sites have previously been used for the storage and servicing of
taxicabs and some of the sites continue to be so used. These sites, therefore,
involve gasoline and oil underground storage tanks which may create a hazardous
waste product if the tanks on any parcel now leak or have in the past leaked.

Yellow Cab has registered in accordance with law all of its underground
tanks with the Office of the State Fire Marshall for the State of Illinois and
has secured site assessments from environmental engineers and consultants
concerning the nature and extent of any hazardous discharge. Under the Illinois
Underground Storage Tank Fund Law, virtually all clean-up costs associated with
leaking tanks are covered by a guaranty fund, which is administered by the
Illinois Environmental Protection Agency and reimburses these costs except for
the first $10,000 per site. Even assuming reimbursement is denied or unavailable
from this guaranty fund, the Company believes that the liability for clean-up
expenses on sites which have not already been cleaned up will not be material.

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth the name, age and principal position of each
of the executive officers and directors of the Company as of September 30, 1994:

NAME AGE POSITION
- --------------------------------------------- --- ------------------------------------------------------

David R. Markin.............................. 63 President, Chief Executive Officer and Director of
Holdings
Allan R. Tessler............................. 57 Chairman of the Board of Holdings
Martin L. Solomon............................ 57 Vice Chairman and Secretary of Holdings
Wilmer J. Thomas, Jr......................... 67 Vice Chairman of Holdings
Jay H. Harris................................ 58 Executive Vice President and Chief Operating Officer
of Holdings
Marlan R. Smith.............................. 50 Treasurer of Holdings
Kevin J. Hanley.............................. 39 Controller of Holdings
Willard R. Hildebrand........................ 55 President and Chief Executive Officer of Great Dane
Larry D. Temple.............................. 47 Group Vice President of Motors
John T. Wise................................. 48 President of SCSM
Jeffrey M. Feldman........................... 43 President of Yellow Cab

BIOGRAPHICAL INFORMATION

David R. Markin, President and Chief Executive Officer of Holdings since
January 11, 1989, has been President and Chief Executive Officer of Motors since
1970. Mr. Markin serves on the Boards of Directors of Jackpot Enterprises, Inc.,
an operator of gaming machines, Enhance Financial Services Group Inc., a
reinsurance company, and Data Broadcasting Corporation, a provider of market
data services to the investment community.

Allan R. Tessler, Chairman of the Board of Holdings since January 11, 1989,
is also Chairman of the Boards of Directors of International Financial Group,
Inc., a merchant banking firm ("IFG"), Enhance Financial Services Group Inc., a
reinsurance company, Allis-Chalmers Corporation, a manufacturer of miscellaneous
fabricated textile products ("Allis-Chalmers"), and Jackpot Enterprises, Inc.,
an operator of gaming machines, and has been Chief Executive Officer of IFG
since 1987 and of Allis-Chalmers since 1994. Mr. Tessler serves on the Board of
Directors of The Limited, Inc., a manufacturer and retailer of apparel. From
December 1991 through September 1993, Mr. Tessler was Chairman of the Board and
Chief Executive Officer of Ameriscribe Corporation, a national provider of
facilities management services. Mr. Tessler is also an attorney and from 1976
through 1988, he was a member of the Executive Committee of the law firm of Shea
& Gould; from 1989 through March 1, 1993, he was of counsel to that firm.
Beginning in 1990, Mr. Tessler and another person were retained by
Infotechnology, Inc. and Financial News Network Inc. as a restructuring team and
to serve as Co-Chief Executive Officers during the

restructuring of those companies. As part of the plan implemented by the
restructuring team, those companies were placed in bankruptcy, from which they
emerged in 1992 as Data Broadcasting Corporation, a provider of market data
services to the investment community. Mr. Tessler continues to serve as
Co-Chairman of the Board and Co-Chief Executive Officer of the restructured
company.

Martin L. Solomon, Vice Chairman and Secretary of Holdings since January 11,
1989, is a private investor. Mr. Solomon was employed as a securities and
portfolio analyst at Steinhardt Partners, an investment firm, from 1985 through
1987. From 1988 through September 1990, he was the Managing Partner and Director
at Value Equity Associates I, Limited Partnership, an investment firm. Mr.
Solomon serves on the Board of Directors of Xtra Corporation, a truck leasing
company.

Wilmer J. Thomas, Jr., Vice Chairman of Holdings since January 11, 1989, is
a private investor. Mr. Thomas served as Treasurer of Holdings from January 1989
to January 1994. Mr. Thomas serves on the Boards of Directors of Moore Medical
Corp., a pharmaceutical and surgical supply company and Oak Hills Sportswear
Corp., a clothing company.

Jay H. Harris has been Executive Vice President and Chief Operating Officer
of Holdings for more than the past five years and a Vice President of Motors
since May 1991. Mr. Harris was a director of Holdings from 1978 until January
11, 1989.

Marlan R. Smith has been Treasurer of Holdings since January 1994 and Vice
President and Treasurer of Motors since March 1988. Prior to being elected
Treasurer of Holdings, he served as Assistant Treasurer since January 1989.

Kevin J. Hanley has been Controller of Holdings since January 1994 and
Secretary and Controller of Motors since December 1989. For more than five years
prior thereto, Mr. Hanley served as a senior manager with Ernst & Young LLP.

Willard R. Hildebrand was elected as President and Chief Executive Officer
of Great Dane effective January 1, 1992. Mr. Hildebrand had served as President
and Chief Operating Officer of Fiatallis North America, Inc., a manufacturer of
heavy construction and agricultural equipment, for more than five years prior
thereto.

Larry D. Temple has been Group Vice President of Motors since September
1989. Mr. Temple served as Vice President of Manufacturing from 1988 to 1989
and, prior thereto, as Assistant Vice President of Manufacturing.

John T. Wise has been President of SCSM for the past two years. He was Vice
President -- General Manager from 1989 to 1992, and prior thereto served as
Plant Manager.

Jeffrey M. Feldman has been President of Yellow Cab since 1983 and Vice
President of Motors since January 1988.

BOARD OF DIRECTORS; COMMITTEES

All directors of Holdings hold office until the next annual meeting of
stockholders of Holdings or until their successors are duly elected and
qualified. Officers are elected annually by the Board of Directors of Holdings
and hold office until their successors are duly elected and qualified.

Holdings has undertaken to add three independent directors to its Board of
Directors within days after . In connection with this undertaking,
the Board plans to increase the number of directors from four to seven,
effective upon the consummation of this Offering. The Board of Directors has
created an Audit Committee and a Compensation Committee. Following appointment
of the independent directors, a majority of the Audit Committee will be composed
of independent directors and will be charged with reviewing the Company's annual
audit and meeting with the Company's independent auditors to review the
Company's internal controls and financial management practices. If the 1994
Option Plan is approved by both the Compensation Committee and the stockholders
of Holdings, the Compensation Committee, which will also be composed exclusively
of the independent directors, will administer the 1994 Option Plan. See "--
Compensation Pursuant to Plans."

The directors did not receive any fees for their services as directors in
1993. See "-- Certain Transactions." Upon consummation of the Offering, each of
Holdings' directors will receive an annual director's fee of $30,000, plus
reimbursement of expenses incurred in attending meetings.

CERTAIN TRANSACTIONS

The Company has had no separate compensation committee or other committee
providing equivalent functions. Each of Messrs. Markin, Solomon, Tessler and
Thomas is an executive officer of Holdings and participates, as a director, in
the deliberations concerning executive officer compensation. During 1993, Mr.
Markin served on the compensation committee of Enhance Financial Services Group
Inc. and Data Broadcasting Corporation and Mr. Tessler served as an executive
officer of each of these companies.

As of December 31, 1993, Country holds $0.9 million principal amount of
Enhance Financial Services Group Inc., 7% Notes due December 1, 1996, of which
company Mr. Markin is a director.

During 1993, 1992 and 1991, the Company used, on a month-to-month basis, an
airplane owned by a corporation of which Mr. Tessler is the sole shareholder.
The Company paid $60,000 per month for such use.

Each of Messrs. Markin, Solomon, Tessler and Thomas provides consulting
services to Yellow Cab and each receives for such services (commencing in
January 1988) $10,000 per month. Messrs. Solomon, Tessler and Thomas also
provide consulting services (a) to Motors for which they each receive monthly
fees of $5,000 (commencing in January 1988) and (b) to Country for which they
each received monthly fees of approximately $18,300 in each of 1993, 1992 and
1991. Mr. Markin serves as a consultant to Chicago AutoWerks, a division of
Checker L.P., for which he receives monthly fees of approximately $1,200
(commencing in January 1988), and to Country, for which he receives monthly fees
of approximately $4,600. Upon consummation of the Offering, these fees will be
reduced to a fee of $50,000 per year for each of Messrs. Markin, Solomon,
Tessler and Thomas.

During 1991, 1992, and until March 1, 1993, Mr. Tessler was of counsel to
Shea & Gould, a law firm retained by the Company for certain matters.

Frances Tessler, the wife of Allan R. Tessler, is employed by Smith Barney
Inc. as a financial consultant. Smith Barney Inc. is one of the Underwriters for
the Offering and also executes trades for Country's investment portfolio. During
1993 and 1992, Mrs. Tessler received for her investment advisory services to the
Company approximately $78,000 and $69,000, respectively, of the commissions paid
by the Company to Smith Barney Inc. for such services.

On September 24, 1992, American Country Financial Services Corp. ("AFSC"), a
subsidiary of Country, purchased from The Mid City National Bank of Chicago the
promissory note dated July 30, 1992, made by King Cars, Inc. ("King Cars") in
the principal amount of $381,500 plus accrued interest in the amount of $3,560.
The note, which has been renewed several times, had outstanding principal and
accrued interest as of September 30, 1994 of approximately $430,000 and matures
in December 1994. King Cars is owned by Messrs. Markin, Solomon, Tessler, Thomas
and Feldman. King Cars is a party to an agreement dated December 15, 1992, with
Yellow Cab pursuant to which Yellow Cab purchases from King Cars display frames
for installation in its taxicabs and King Cars furnishes Yellow Cab advertising
copy for insertion into the frames. King Cars receives such advertising copy as
an agent in Chicago for an unrelated company which is in the business of selling
and arranging for local and national advertising. Of the revenues generated from
such advertising, 30% will be retained by King Cars and the balance will be
delivered to Yellow Cab until such time as Yellow Cab has recovered costs
advanced by it for the installation of advertising frames in 500 of its taxicabs
(approximately $78,000). The terms to Yellow Cab are the same or more favorable
than those offered by King Cars to unrelated third parties.

Each of Messrs. Markin, Solomon, Tessler and Thomas received from Holdings
interest payments of $704,795 in 1993, $733,356 in 1992 and $897,637 in 1991
pursuant to the terms of the senior notes held by them (See Note G of the Notes
to Consolidated Financial Statements -- December 31, 1993).

Jeffrey M. Feldman is the nephew of David R. Markin.

COMPENSATION

The following table sets forth the 1993 annual compensation for the Chief
Executive Officer of Holdings and the five highest paid executive officers of
Holdings whose total annual salary and bonus exceeded $100,000, as well as the
total compensation paid to each individual for the two previous fiscal years:

SUMMARY COMPENSATION TABLE

OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION COMPENSATION
- -------------------------------------------- --------- ------------- ----------- -------------- ---------------

David R. Markin, ........................... 1993 $ 1,230,000 $ 250,000 $ 246,519(1) $ 2,249(4)
President, Chief Executive Officer and 1992 1,230,000 150,000 239,594(1) 2,182(4)
Director of Holdings 1991 1,230,000 0 258,072(1) 915(4)
Jay H. Harris, ............................. 1993 350,000 250,000 0 2,249(4)
Executive Vice President and Chief 1992 326,016 125,000 0 2,182(4)
Operating Officer of Holdings 1991 302,032 50,000 0 915(4)
1993 210,000 150,000 85,008(2) 2,249(4)
Jeffrey M. Feldman, ........................ 1992 186,667 150,000 77,755(2) 2,182(4)
President of Yellow Cab 1991 138,906 150,000 53,328(2) 659(4)
1993 0 0 400,000(3) 0
Martin L. Solomon, ......................... 1992 0 0 400,000(3) 0
Vice Chairman and Secretary of Holdings 1991 0 0 405,000(3) 0
1993 0 0 400,000(3) 0
Allan R. Tessler, .......................... 1992 0 0 400,000(3) 0
Chairman of the Board of Holdings 1991 0 0 405,000(3) 0
1993 0 0 400,000(3) 0
Wilmer J. Thomas, Jr., ..................... 1992 0 0 400,000(3) 0
Vice Chairman of Holdings 1991 0 0 405,000(3) 0
<FN>
- --------------
(1) Other compensation for Mr. Markin includes:

1993 1992 1991
----------- ----------- -----------

Consulting Fees.................................................. $ 190,000 $ 190,000 $ 195,000
Life Insurance................................................... 41,027 37,023 40,527
Automobile....................................................... 8,125 5,100 15,400
Club dues........................................................ 7,367 7,471 7,145
----------- ----------- -----------
$ 246,519 $ 239,594 $ 258,072
----------- ----------- -----------
----------- ----------- -----------
<FN>

(2) Other compensation for Mr. Feldman includes:

1993 1992 1991
--------- --------- ---------

Consulting Fees...................................................... $ 57,000 $ 57,000 $ 40,000
Life Insurance....................................................... 11,253 10,739 7,861
Automobile........................................................... 1,748 1,537 1,481
Club dues............................................................ 15,007 8,479 3,986
--------- --------- ---------
$ 85,008 $ 77,755 $ 53,328
--------- --------- ---------
--------- --------- ---------
<FN>

(3) Consulting fees. Effective upon consummation of this Offering, consulting
fees paid to each of Messrs. Markin, Solomon, Tessler and Thomas will be
reduced to a fee of $50,000 per year. See "-- Certain Transactions".

(4) Matching contributions under a 401(k) plan.

EMPLOYMENT AGREEMENTS

Checker L.P., as the assignee of Motors, is party to an Amended and Restated
Employment Agreement dated as of November 1, 1985, as further amended, with
David R. Markin pursuant to which Mr. Markin is to serve as President, Chief
Executive Officer and Chief Operating Officer of Checker L.P. until April 30,
1996, subject to extension (the "Termination Date"), at a minimum salary of
$600,000 per annum, together with the payment of certain insurance premiums, the
value of which have been included in the Summary Compensation Table above. The
beneficiaries of these insurance policies are designated by Mr. Markin. Mr.
Markin continues to be eligible to participate in profit sharing, pension or
other bonus plans of Checker L.P. Pursuant to the Amended and Restated
Employment Agreement, in the event of Mr. Markin's death, Checker L.P. shall pay
Mr. Markin's estate the compensation which would otherwise be payable to him for
the period ending on the last day of the month in which death occurs. In
addition, Checker L.P. shall pay to Mr. Markin's beneficiaries deferred
compensation from the date of his death through the Termination Date in an
annual amount equal to one-third of his base salary at the date of his death. In
the event of termination of the Amended and Restated Employment Agreement for
any reason other than cause, disability or death, Mr. Markin shall continue to
serve as a consultant to Checker L.P. for a period of five years, for which he
shall receive additional compensation in the amount of $50,000 per annum.
Checker L.P. has agreed to indemnify Mr. Markin from certain liabilities arising
out of his service to Checker L.P., except for liabilities resulting from his
gross negligence or willful misconduct. Effective January 1, 1994, Mr. Markin
and Holdings memorialized in writing their agreement, pursuant to which Mr.
Markin has also been compensated by Holdings since January 11, 1989, on
substantially the same terms as are set forth above.

Holdings entered into an employment agreement as of July 1, 1992, with Jay
H. Harris pursuant to which Mr. Harris serves as Executive Vice President and
Chief Operating Officer of Holdings until June 30, 1995, subject to extension or
earlier termination, at a minimum salary of $350,000 per annum, an incentive
bonus to be determined by the Board of Directors, and such other fringe benefits
and plans as are available to other executives of Holdings. Upon the happening
of certain events, including a change in control (as defined therein) of
Holdings or retirement after June 30, 1994, Mr. Harris is entitled to
compensation in an amount equal to the greater of (a) five percent of the
increase in the Company's retained earnings, subject to certain adjustments,
during the period commencing on March 31, 1992, and ending on the last day of
the month preceding the event which triggers the payment (the "Termination
Payment") and (b) 2.99 times his then base salary. If Mr. Harris were to die or
become disabled, he or his estate would receive the greater of (a) one year's
base compensation or (b) the Termination Payment. Payments in either case would
be made over a period of time, the length of which would be dependent on the
amount due to Mr. Harris. Mr. Harris has agreed to serve as a consultant to the
Company during the first year after termination for no compensation beyond his
expenses incurred in connection with rendering such services. Holdings has
agreed to indemnify Mr. Harris for certain liabilities to the full extent
allowed by law. Motors has guaranteed Holdings' obligations. Mr. Harris' current
annual salary is $500,000.

Checker L.P. is party to an Amended and Restated Employment Agreement dated
as of June 1, 1992, with Jeffrey Feldman pursuant to which Mr. Feldman serves as
President of the vehicular operations segment until February 1, 1996, subject to
extension (the "Termination Date"), at a minimum salary of $200,000 per annum,
together with the payment of certain insurance premiums, the value of which have
been included in the Summary Compensation Table above. The beneficiaries of
these insurance policies are designated by Mr. Feldman. Mr. Feldman is eligible
to participate in profit sharing, pension or other bonus plans implemented by
the vehicular operations segment. Pursuant to the Amended and Restated
Employment Agreement, in the event of Mr. Feldman's death, Checker L.P. shall
pay Mr. Feldman's estate the amount of compensation which would otherwise be
payable to him for the period ending on the last day of the month in which death
occurs. In addition, Checker L.P. shall pay to Mr. Feldman's estate deferred
compensation from the date of his death to the Termination Date in an annual
amount equal to one-third of his base salary at the date of his death. In the
event of the termination of the Amended and Restated Employment for any reason
other than cause, disability or death, Mr. Feldman shall continue to

serve as a consultant to Checker L.P. for a period of five years (if terminated
by Mr. Feldman) or seven years (if terminated by Checker L.P.), for which he
shall receive compensation in the amount of $75,000 per annum. Checker L.P. has
agreed to indemnify Mr. Feldman from certain liabilities, except for those
resulting from his gross negligence or willful misconduct.

Great Dane is party to a letter agreement with Willard R. Hildebrand
pursuant to which Mr. Hildebrand serves as President and Chief Executive Officer
of Great Dane at a starting base salary of $15,833.33 per month ($190,000
annualized), plus incentive compensation and certain other benefits. In the
event of a change of control of Great Dane, prior to November 4, 1994 and the
subsequent termination of his agreement, Mr. Hildebrand would be entitled to
payment of up to three years of his salary less amounts received as of the date
of termination, but in no event less than six months' salary. Mr. Hildebrand's
current annual salary is $300,000.

COMPENSATION PURSUANT TO PLANS
GREAT DANE PENSION AND EXCESS BENEFIT PLANS

Great Dane has in effect a defined benefit employee pension plan entitled
Retirement Plan For Great Dane Trailers, Inc. (the "Retirement Plan") covering
substantially all of its employees. Pension benefits are subject to limitations
imposed by the Internal Revenue Code of 1986, as amended (the "Code") and the
Employee Retirement Income Security Act of 1974, as amended, with respect to the
annual amount of benefits provided by employer contributions. Effective January
1, 1994, Great Dane adopted the Supplemental Retirement Income Plan (the "Great
Dane Excess Benefit Plan") for officers of Holdings who are participants in the
Checker Motors Pension Plan and officers of Great Dane, in each case whose
annual compensation exceeds $150,000. The Great Dane Excess Benefit Plan
provides benefits which cannot be provided under the Retirement Plan because of
the $150,000 compensation limit under the Code. Considered compensation under
the Great Dane Excess Benefit Plan is limited to $235,840 (adjusted for
inflation) per year. The benefits under the Great Dane Excess Benefit Plan are
not funded and will be paid from Great Dane's general assets.

Effective as of July 1, 1988, the assets and the liabilities attributable to
active and former employees under the Amended and Restated International
Controls Corp. Pension Plan as of June 30, 1988 were transferred to the
Retirement Plan and Holdings adopted the Retirement Plan for the benefit of its
employees. With respect to benefits accruing after June 30, 1984, to a
participant who was a participant under the Amended and Restated International
Controls Corp. Pension Plan as of June 30, 1988, the following table shows the
estimated annual benefits payable upon retirement at age 65 under the plan to
specified average annual compensation and years of benefit service
classifications. The following amounts would be reduced by a Social Security
offset:

YEARS OF BENEFIT SERVICE
-----------------------------------------------------------
AVERAGE ANNUAL COMPENSATION 1 5 10 15 20
- ---------------------------------------------------- --------- --------- ----------- ----------- -----------

$100,000............................................ $ 2,000 $ 10,000 $ 20,000 $ 30,000 $ 40,000
150,000............................................ 3,000 15,000 30,000 45,000 60,000
200,000............................................ 4,000 20,000 40,000 60,000 80,000
250,000............................................ 5,000 25,000 50,000 75,000 100,000
300,000............................................ 5,000 25,000 60,000 90,000 115,641*
400,000............................................ 5,000 25,000 80,000 115,641* 115,641*
500,000............................................ 5,000 25,000 100,000 115,641* 115,641*
<FN>
- --------------
*Maximum permitted in 1993

Mr. Harris has an aggregate of 24 years of benefit service under the
Retirement Plan (8 years) and the Amended and Restated International Controls
Corp. Pension Plan (16 years) and will receive benefits of approximately $74,000
per year at age 65.

CHECKER L.P. PENSION AND EXCESS BENEFIT PLANS

Checker L.P. maintains a defined benefit employee pension plan entitled
Checker Motors Pension Plan (the "Pension Plan") covering substantially all of
its non-union employees, and, effective January 1, 1992, the employees of
Holdings.

Checker L.P. also maintains the Checker Motors Co., L.P. Excess Benefit
Retirement Plan (the "Checker L.P. Excess Benefit Plan"). An employee of Checker
L.P. will become a participant in the Checker L.P. Excess Benefit Plan if the
benefits which would be payable under the Pension Plan are not fully provided
thereunder because of the annual maximum benefit limitations of Section 415 of
the Code. The amount that the participant is entitled to receive under the
Checker L.P. Excess Benefit Plan is an amount equal to the amount that would
have been payable under the Pension Plan if Section 415 did not apply, minus the
amount that is actually payable under the Pension Plan. At the present time,
David R. Markin and Jeffrey M. Feldman are the only individuals named above who
would receive benefits under the Checker L.P. Excess Benefit Plan. Considered
compensation under the Checker L.P. Excess Benefit Plan is limited to $300,000.
The benefits under the Checker L.P. Excess Benefit Plan are not funded and will
be paid from Checker L.P.'s general assets.

Set forth below are the estimated annual benefits for participants in the
Pension Plan (including benefits payable under the Checker L.P. Excess Benefit
Plan) who have been employed by Checker L.P. and its predecessors for the
indicated number of years prior to retirement, assuming retirement at age 65 in
1993:

ESTIMATED ANNUAL BENEFITS FOR YEARS OF SERVICE INDICATED
-----------------------------------------------------------
AVERAGE COMPENSATION (AS DEFINED IN PLAN) 20 30 40 45
- --------------------------------------------------- --------- ----------- ----------- -----------
10
---------

$100,000........................................... $ 13,950 $ 28,756 $ 47,024 $ 66,159 $ 75,870
150,000........................................... 21,450 46,256 74,524 103,659 118,370
200,000........................................... 28,950 63,756 102,024 141,159 160,870
250,000........................................... 36,450 81,256 129,524 178,659 203,370
300,000........................................... 43,950 98,756 157,024 216,159 245,870
400,000........................................... 43,950 98,756 157,024 216,159 245,870
500,000........................................... 43,950 98,756 157,024 216,159 245,870

The above benefit projections were prepared on the assumption that the
participant made participant contributions to the Pension Plan for all years in
which he was eligible to contribute, and that Social Security covered
compensation is $1,750. The benefit projection would be reduced by a Social
Security offset.

For those executive officers named above, the following are credited years
of service under the Pension and Excess Benefit Plans and 1993 salary covered by
the Pension Plan:

CREDITED YEARS OF EXPECTED CREDITED YEARS OF 1993 SALARY COVERED
SERVICE SERVICE AT 65 BY PENSION PLAN
------------------- ----------------------------- --------------------

David R. Markin................................. 39 41 $ 235,840
Jay H. Harris................................... 2 10 235,840
Jeffrey M. Feldman.............................. 15 37 235,840

SALARY CONTINUATION PLAN

Motors entered into Stated Benefit Salary Continuation Agreements (the
"Agreements") with certain officers and employees (the "Salary Plan") pursuant
to which such participants will receive benefits upon attaining age 65 (or their
beneficiaries will receive benefits upon their death prior to or within 120
months after such executives or employees attain age 65). Motors' obligations
pursuant to the Salary Plan were assumed by Checker L.P. in 1986.

For those executive officers named above, the following table sets forth the
benefits payable pursuant to the Salary Plan:

ANNUAL SURVIVOR
BENEFIT PAYABLE TOTAL
ANNUAL BENEFIT TOTAL BENEFIT UPON DEATH PRIOR SURVIVORSHIP
PAYABLE UPON PAYABLE OVER TO ATTAINING AGE BENEFIT PAYABLE
ATTAINING AGE 65 TEN YEARS 65 OVER THREE YEARS
---------------- -------------- ---------------- -----------------

David R. Markin......................... $ 240,000 $ 2,400,000 $ 368,000 $ 1,104,000
Jeffrey M. Feldman...................... 19,950 199,500 79,800 239,400

1994 OPTION PLAN

On November 16, 1994, the Board of Directors adopted the 1994 Option Plan,
subject to approval by the Compensation Committee (the composition of which
committee is described below) and by the stockholders at the first annual
meeting of stockholders after the consummation of this Offering. The 1994 Option
Plan provides for the granting of incentive stock options within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") to
employees of the Company and for the granting of nonstatutory stock options and
stock appreciation rights ("Rights") to employees, consultants, non-employee
directors and other persons providing goods or services to the Company. Under
the 1994 Option Plan, a total of 1,680,000 shares of Common Stock have been
reserved for issuance. The maximum number of shares of Common Stock with respect
to which options or Rights may be granted during the life of the 1994 Option
Plan to any employee cannot exceed 400,000. There are no options or Rights
currently outstanding under the 1994 Option Plan. Any options granted will be
subject to the approvals described above.

The 1994 Option Plan will be administered by the Compensation Committee
which, when constituted, will consist of persons who are "disinterested persons"
within the meaning of Rule 16(b) promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). The Compensation Committee will have
the power, subject to the terms of the 1994 Option Plan, to determine the
recipients and terms of any options or Rights granted, including the exercise
price, number of shares subject to the option or Rights and the exercisability
thereof. Options and Rights granted under the 1994 Option Plan may not be
transferred except by will or the laws of descent and distribution and, during
the lifetime of the optionee, may be exercised only by such optionee or such
optionee's guardian or legal representative. If an optionee's employment or
other relationship with the Company terminates for any reason, the employee's
options and Rights shall immediately terminate, except that: (i) upon
termination of employment due to disability or retirement, an optionee may
generally exercise options or Rights that have not expired on such date for a
period of two years after the date of termination of employment; and (ii) upon
termination of employment as a result of death, or in the event of the
employee's death within the periods described in (i), above, an optionee's legal
representative may generally exercise options or Rights that have not expired on
such date for a period of 12 months after the date of death. Options granted to
non-employee directors, consultants and other persons providing goods and
services to the Company will be subject to such terms as the Compensation
Committee shall determine.

The exercise price of all incentive stock options granted under the 1994
Option Plan must be at least equal to the fair market value of the shares of
Common Stock subject to the option on the date the option is granted. The
exercise price of all nonstatutory stock options granted under the 1994 Option
Plan is to be determined by the Compensation Committee but cannot be less than
the minimum required to comply with any applicable law, rule or regulation. The
term of options granted under the 1994 Option Plan may not exceed 10 years.
Notwithstanding the above, incentive stock options granted to an employee that
owns more than 10% of the voting power of all classes of stock of the Company
must have an exercise price at least equal to 110% of the fair market value of
the stock subject to the option on the date the option is granted and must have
a term that does not exceed five years. Options may be exercised either in cash
or with Common Stock having a fair market value equal to the exercise price of
the option on the date the option is exercised.

Each option and Right granted under the 1994 Option Plan is exercisable in
whole or in part at any time, or from time to time, as determined by the
Compensation Committee, provided that the election to exercise an option or a
Right is made in accordance with applicable federal and state laws and
regulations, and, unless the optionee dies or becomes disabled, the option or
Right cannot be exercised during the first six months of the option period. An
option is vested and becomes immediately exercisable if: any person within the
meaning of Sections 13(d) and 14(d) of the Exchange Act, other than the Company
or the current stockholders of the Company, becomes the beneficial owner, within
the meaning of Rule 13d-3 of the Exchange Act, of 40% or more of the Company's
outstanding voting securities, unless such ownership has been approved by the
Board of Directors of the Company; the first day on which shares of Common Stock
are purchased pursuant to a tender offer or exchange offer, unless the offer is
made by the Company or approved by its Board of Directors; the stockholders of
the Company have approved an agreement to merge or consolidate with or into
another corporation (and the Company is not the survivor of the merger or
consolidation), or an agreement to sell or otherwise dispose of all or
substantially all of the Company's assets (which includes a plan of
liquidation), unless the Board of Directors has resolved that options do not
automatically vest; or during any period of two consecutive years, individuals
who at the beginning of the period constituted a majority of the Board of
Directors cease to constitute a majority thereof, unless the election or the
nomination for the election by the Company's stockholders of each new director
was approved by a vote of at least a majority of the directors then still in
office who were directors at the beginning of the period. In addition, the
Compensation Committee has the authority at any time or from time to time to
accelerate the vesting of any individual option and to permit any option not yet
exercisable to become immediately exercisable.

Unless terminated sooner, the 1994 Option Plan will terminate 10 years from
the Effective Date. The Board of Directors has authority to amend or terminate
the 1994 Option Plan, provided no such action may impair the rights of the
holder of any outstanding option or Rights.

No Right can be exercised by an optionee unless the Company has been subject
to the reporting requirements of Section 12 of the Exchange Act for at least one
year prior to the date of exercise and has filed all reports and statements
required to be filed during that period, and the Company on a regular basis
releases for publication quarterly and annual summary statements of sales and
earnings. No Common Stock can be delivered by the Company pursuant to the
exercise of an option or a Right until qualified for delivery under applicable
securities laws and regulations, as determined by the Compensation Committee,
until the Common Stock is listed on each securities exchange on which the Common
Stock may then be listed, and until the exercise price of the option is received
by the Company either in cash or in Common Stock.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

See "Management -- Certain Transactions."

OWNERSHIP OF COMMON STOCK

The following table sets forth information, immediately prior to and
immediately after completion of the Offering, regarding the beneficial ownership
of the Common Stock of Holdings.

BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
OF COMMON STOCK PRIOR OF COMMON STOCK AFTER
TO OFFERING OFFERING
--------------------- ---------------------
NUMBER OF NUMBER OF
NAME SHARES PERCENT SHARES PERCENT
- ------------------------------ ---------- --------- ---------- ---------

David R. Markin............... 5,460,000 32.5 5,460,000 24.3
Martin L. Solomon............. 3,780,000 22.5 3,780,000 16.8
Allan R. Tessler.............. 3,780,000 22.5 3,780,000 16.8
Wilmer J. Thomas, Jr.......... 3,780,000 22.5 3,780,000 16.8
---------- --------- ---------- ---
16,800,000 100.0 16,800,000 74.7
---------- --------- ---------- ---
---------- --------- ---------- ---

The address of each of these stockholders is c/o Great Dane Holdings Inc.,
2016 North Pitcher Street, Kalamazoo, Michigan 49007.

DESCRIPTION OF CAPITAL STOCK

Upon completion of the Offering, the authorized capital stock of Holdings
will consist of 50,000,000 shares of Common Stock, par value $.01 per share, and
5,000,000 shares of Preferred Stock, par value $1.00 per share. There will be
22,500,000 shares of Common Stock outstanding (23,355,000 if the Over-Allotment
Option is exercised in full).

PREFERRED STOCK

As of October 19, 1994, the date of Holdings' reincorporation in Delaware,
Holdings was not authorized to issue shares of Preferred Stock. Prior to
commencement of the Offering, Holdings' Certificate of Incorporation will be
amended to authorize the issuance of up to 5,000,000 shares of Preferred Stock.
Although Holdings has no present plans to issue such shares, Holdings'
Certificate of Incorporation will provide that Holdings may issue shares of
Preferred Stock in one or more series. The Board of Directors will be authorized
to establish from time to time the number of shares to be included in any such
series, to fix or alter the rights, preferences and privileges of the shares of
each wholly unissued series and any restrictions thereon, and to increase or
decrease the number of shares of any such series without any further vote or
action by the stockholders of Holdings. The Board of Directors may authorize and
issue Preferred Stock with voting or conversion rights that could adversely
affect the voting power or other rights of the holders of Common Stock. In
addition, the issuance of Preferred Stock could have the effect of delaying,
deferring or preventing a change in control of Holdings.

COMMON STOCK

As of October 19, 1994, the date of Holdings' reincorporation in Delaware,
there were 1,000 shares of Common Stock, par value $1.00 per share, outstanding.
Prior to commencement of the Offering, Holdings' Certificate of Incorporation
will be amended to authorize the issuance of up to 50,000,000 shares of Common
Stock, par value $.01 per share, and the shares currently outstanding will be
split 16,800 for 1 and converted into 16,800,000 shares of Common Stock, par
value $.01 per share. Upon completion of the Offering, the holders of
outstanding shares of Common Stock are entitled to receive dividends out of
assets legally available therefor at such times and in such amounts as the Board
of Directors may, from time to time, determine. Holdings has not paid cash
dividends on its capital stock in recent years and does not intend to pay cash
dividends on the Common Stock in the foreseeable future. See "Dividend Policy."
Each stockholder is entitled to one vote for each share of Common Stock held by
such stockholder. Holdings' Certificate of Incorporation does not provide for
cumulative voting. The Common Stock is not entitled to preemptive rights and is
not subject to redemption. Upon liquidation, dissolution or winding up of
Holdings, the assets legally available for distribution to stockholders are
distributable ratably among the holders of the Common Stock outstanding at that
time after payment of liquidation preferences, if any, on any outstanding
Preferred Stock. Each outstanding share of Common Stock is fully paid and
non-assessable and the shares of Common Stock to be issued on completion of the
Offering will be fully paid and non-assessable.

CERTAIN PROVISIONS OF THE CERTIFICATE OF INCORPORATION

INDEMNIFICATION. The Certificate of Incorporation provides that directors
and officers of the Company will be indemnified by the Company to the full
extent then permitted by Delaware law, against all expenses and liabilities
incurred in connection with service for or on behalf of the Company. The
Certificate of Incorporation also provides that the right of directors and
officers to indemnification is not exclusive of any other right now possessed or
hereafter acquired under any statute, agreement or otherwise. The Company has
also entered into indemnification agreements with its directors and its
executive officers. There is no pending litigation or proceeding involving a
director, officer, employee or other agent of the Company as to which
indemnification is being sought, and the Company is not aware of any pending or
threatened litigation that may result in claims for indemnification by a
director, officer, employee or other agent.

LIMITATION OF LIABILITY. In addition, the Certificate of Incorporation
provides that directors of the Company will not be personally liable for
monetary damages to the Company or its stockholders for certain breaches of
their fiduciary duty as directors, unless they violated their duty of loyalty to
the Company or its stockholders, acted in bad faith, authorized illegal
dividends or redemptions or derived an improper personal benefit from their
action as directors. This provision would have no effect on the availability of
equitable remedies or non-monetary relief, such as an injunction or rescission
for breach of the duty of care. In addition, the provision applies only to
claims against a director arising out of his role as a director and not in any
other capacity (such as an officer or employee of the Company). Further,
liability of a director for violations of the federal securities laws will not
be limited by this provision. Directors will, however, no longer be liable for
monetary damages arising from decisions involving violations of the duty of care
which could be deemed grossly negligent.

STATUTORY BUSINESS COMBINATION PROVISION

Holdings is subject to the provisions of Section 203 of the Delaware General
Corporation Law ("Section 203"). Section 203 provides, with certain exceptions,
that a Delaware corporation may not engage in any of a broad range of business
combinations with a person or affiliate, or associate of such person, who is an
"interested stockholder" for a period of three years from the date that such
person became an interested stockholder unless: (i) the transaction resulting in
a person becoming an interested stockholder, or the business combination, is
approved by the board of directors of the corporation before the person become
an interested stockholder; (ii) the interested stockholder acquired 85% or more
of the outstanding voting stock of the corporation in the same transaction that
makes it an interested stockholder (excluding shares owned by persons who are
both officers and directors of the corporation, and shares held by certain
employee stock ownership plans); or (iii) on or after the date the person
becomes an interested stockholder, the business combination is approved by the
board of directors and by the holders of at least 66 2/3% of the corporation's
outstanding voting stock, excluding shares owned by the interested stockholder,
at an annual or special meeting. Under Section 203, an "interested stockholder"
is defined as any person that is (i) the owner of 15% or more of the outstanding
voting stock of the corporation or (ii) an affiliate or associate of the
corporation and was the owner of 15% or more of the outstanding voting stock of
the corporation at any time within the three year period immediately prior to
the date on which it is sought to be determined whether such person is an
interested stockholder.

A corporation may, at its option, exclude itself from the coverage of
Section 203 by amending its certificate of incorporation or bylaws by action or
its stockholders to exempt itself from coverage, provided that such bylaws or
charter amendment may not become effective until 12 months after the date it is
adopted. Holdings has not adopted such an amendment to its Certificate of
Incorporation or Bylaws.

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the Company's Common Stock is American
Stock Transfer & Trust Company, New York, New York.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this Offering, there has been no public market for the Common
Stock. Sales of a substantial number of shares in the public market could
adversely affect the market price of the Common Stock and may make it more
difficult for the Company to sell equity securities in the future at a time and
price which it deems appropriate.

Upon completion of this Offering, Holdings will have 22,500,000 shares of
Common Stock outstanding (23,355,000 if the Over-Allotment Option is exercised),
and an additional 1,680,000 shares subject to options which may be granted under
the 1994 Option Plan. Of these shares of Common Stock, the 5,700,000 shares of
Common Stock offered hereby will be freely transferable without restriction or
further registration under the Securities Act of 1933, as amended (the
"Securities Act"), except that any shares purchased by affiliates of the Company
will be subject to the limitations of Rule 144 under the Securities Act. The
remaining 16,800,000 shares of Common Stock and the 1,680,000 shares of Common
Stock issuable upon exercise of options available for grant under the 1994
Option Plan will be "restricted

securities" within the meaning of Rule 144 and will be eligible for sale in the
public market immediately after the consummation of the Offering in reliance on,
and subject to the resale limitations of, Rule 144. Restricted shares may also
be sold in reliance on Rule 144A, which allows sales to certain institutional
investors.

In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated), including a person who may be deemed to be an
"affiliate" of Holdings as that term is defined under the Securities Act, is
entitled to sell, within any three-month period, a number of restricted shares
as to which at least two years have elapsed from the later of the acquisition of
such shares from Holdings or an affiliate of Holdings in an amount that does not
exceed the greater of (i) one percent of the then outstanding shares of Common
Stock (225,000 shares based upon 22,500,000 shares to be outstanding immediately
after this Offering), or (ii) if the Common Stock is quoted on the Nasdaq Stock
Market (National Market) or a stock exchange, the average weekly trading volume
of the Common Stock during the four calendar weeks preceding such sale. Sales
under Rule 144 are also subject to certain requirements as to the manner of
sale, notice, and the availability of current public information about the
Company. However, a person who is not deemed to have been an affiliate of
Holdings during the 90 days preceding a sale by such person and who has
beneficially owned shares as to which at least three years have elapsed from the
later of the acquisition of such shares from Holdings or an affiliate of
Holdings is entitled to sell them without regard to the volume, manner of sale,
or notice requirements of Rule 144.

In addition, the Company intends to register all shares which underly
options granted under the 1994 Option Plan and such shares will, therefore,
subject to certain restrictions relating to control persons, be freely
tradeable. Holdings and its four current stockholders holding an aggregate of
approximately 16,800,000 shares of Common Stock following the Offering have
agreed not to offer, sell, or otherwise dispose of any shares upon completion of
this Offering for a period of [180] days from the date of this Prospectus,
without the prior written consent of the Underwriters. See "Underwriting."

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
Underwriters named below (the "Underwriters"), through their Representatives,
Alex. Brown & Sons Incorporated and Smith Barney Inc., have severally agreed to
purchase from Holdings the following respective number of shares of Common Stock
at the public offering price less the underwriting discounts and commissions set
forth on the cover page of this Prospectus:

NUMBER OF
UNDERWRITER SHARES
- --------------------------------------------------------------------------------- -----------

Alex. Brown & Sons Incorporated..................................................
Smith Barney Inc.................................................................
-----------
Total........................................................................ 5,700,000
-----------
-----------

The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will
purchase all shares of the Common Stock offered hereby if any of such shares are
purchased.

Holdings has been advised by the Representatives of the Underwriters that
the Underwriters propose to offer the shares of Common Stock to the public at
the public offering price set forth on the cover page of this Prospectus and to
certain dealers at such price less a concession not in excess of $. per share.
The Underwriters may allow, and such dealers may reallow, a concession not in
excess of $. per share to certain other dealers. After commencement of the
initial public offering, the offering price and other selling terms may be
changed by the Representatives of the Underwriters.

Holdings has granted to the Underwriters an option, exercisable not later
than 30 days after the date of this Prospectus, to purchase up to 855,000
additional shares of Common Stock at the initial public offering price less the
underwriting discounts and commissions set forth on the cover page of this
Prospectus. To the extent that the Underwriters exercise such option, each of
the Underwriters will have a firm commitment to purchase approximately the same
percentage thereof that the number of shares of Common Stock to be purchased by
it shown in the above table bears to 855,000 and Holdings will be obligated,
pursuant to the option, to sell such shares to the Underwriters. The
Underwriters may exercise such option only to cover over-allotments made in
connection with the sale of Common Stock offered hereby. If purchased, the
Underwriters will offer such additional shares on the same terms as those on
which the 5,700,000 shares are being offered.

Smith Barney Inc. executes trades for Country's investment portfolio for
which it receives customary compensation.

Holdings has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act.

The Company, its executive officers and its directors have agreed not to
offer, sell or otherwise dispose of any shares of Common Stock for a period of
[180] days after the date of this Prospectus without the prior written consent
of the Representative of the Underwriters.

Prior to the Offering, there has been no public market for the Common Stock.
Consequently, the initial price to the public for the Common Stock will be
determined through negotiations between the Company and the Representatives of
the Underwriters. Among the factors to be considered in such negotiations will
be prevailing market conditions, the results of operations of the Company in
recent periods, the market capitalizations and stages of development of other
companies which the Company and the Representatives of the Underwriters believe
to be comparable to the Company, estimates of the business potential of the
Company, the present state of the Company's development and other factors deemed
relevant.

LEGAL MATTERS

The validity of the Common Stock offered hereby and certain legal matters
will be passed upon for the Company by Hutton Ingram Yuzek Gainen Carroll &
Bertolotti, New York, New York. Certain legal matters in connection with the
Offering will be passed upon for the Underwriters by Fried, Frank, Harris,
Shriver & Jacobson (a partnership including professional corporations), New
York, New York.

EXPERTS

The consolidated financial statements of the Company as of December 31, 1993
and 1992, and for each of the three years in the period ended December 31, 1993,
appearing in this Prospectus and Registration Statement have been audited by
Ernst & Young LLP, independent auditors, as set forth in their reports thereon
appearing elsewhere herein and in the Registration Statement, and are included
in reliance upon such reports given upon the authority of such firm as experts
in accounting and auditing.

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-1 (together with all amendments
and exhibits thereto, the "Registration Statement") under the Securities Act,
with respect to the Common Stock offered hereby. This Prospectus does not
contain all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. Statements made in this Prospectus as to the contents of any
contract, agreement or other document are not necessarily complete; with respect
to each such contract, agreement or other document filed as an exhibit to the
Registration Statement, reference is made to the exhibit for a more complete
description of the matters involved, and each such statement shall be deemed
qualified in its entirety by this reference.

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations promulgated thereunder, and in accordance therewith files reports,
proxy statements (if required) and other information with the Commission. Such
reports, proxy statements and other information, including the Registration
Statement, may be inspected and copied (at prescribed rates) at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549 and at the Commission's Regional Offices
located at Suite 1400, Northwestern Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661 and Seven World Trade Center, Suite 1300, New York, New
York 10048. The Company's 12 3/4% Debentures and Subordinated Discount
Debentures due January 1, 2006 are listed on the American Stock Exchange.
Reports, proxy statements, and other information can also be inspected at the
office of the American Stock Exchange, 86 Trinity Place, New York, New York
10006-1881.

INDEX TO FINANCIAL STATEMENTS

The following consolidated financial statements are submitted herewith:

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES

PAGE
---------

Index To Financial Statements Covered By Report Of Independent Auditors
Report of Independent Auditors........................................................................... F-2
Consolidated Balance Sheets as of December 31, 1992 and 1993............................................. F-3
Consolidated Statements of Shareholders' Deficit for the Years Ended December 31, 1991, 1992 and 1993.... F-4
Consolidated Statements of Operations for the Years Ended December 31, 1991, 1992
and 1993............................................................................................... F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 1991, 1992
and 1993............................................................................................... F-6
Notes to Consolidated Financial Statements -- December 31, 1993.......................................... F-7
Index to Financial Statements (Unaudited):
Consolidated Balance Sheets at December 31, 1993 and September 30, 1994.................................. F-25
Consolidated Statements of Operations for the Three Months Ended September 30, 1993, and September 30,
1994................................................................................................... F-26
Consolidated Statements of Operations for the Nine Months Ended September 30, 1993, and September 30,
1994................................................................................................... F-27
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 1993, and September 30,
1994................................................................................................... F-28
Notes to Consolidated Financial Statements -- September 30, 1994......................................... F-29

F-1

The following report is in the form that will be signed upon the completion of
the 16,800 to 1 stock split as described in Note Q to the consolidated financial
statements.

ERNST & YOUNG LLP

Kalamazoo, Michigan
November 16, 1994

REPORT OF INDEPENDENT AUDITORS

Board of Directors
Great Dane Holdings Inc.

We have audited the accompanying consolidated balance sheets of Great Dane
Holdings Inc. (formerly International Controls Corp.) and subsidiaries as of
December 31, 1993 and 1992, and the related consolidated statements of
operations, shareholders' deficit and cash flows for each of the three years in
the period ended December 31, 1993. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Great Dane Holdings Inc. and subsidiaries at December 31, 1993 and 1992, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1993, in conformity with generally
accepted accounting principles.

As discussed in Notes I and K to the consolidated financial statements, the
Company changed its methods of accounting for postretirement benefits other than
pensions and income taxes in the year ended December 31, 1993.

Kalamazoo, Michigan
March 1, 1994, except for Note Q as to
which the date is November 16, 1994

F-2

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

ASSETS

DECEMBER 31,
--------------------
1992 1993
--------- ---------

Cash and cash equivalents................................................... $ 42,199 $ 40,078
Accounts receivable, less allowance for doubtful accounts of $623 (1992)
and $748 (1993) (Note G)................................................... 64,115 75,701
Current portion of finance lease receivables................................ 2,352 764
Inventories (Notes D and G)................................................. 71,861 94,112
Other current assets........................................................ 8,897 11,059
--------- ---------
TOTAL CURRENT ASSETS.................................................... 189,424 221,714
Property, plant and equipment, net (Notes E, G and H)....................... 119,492 122,355
Insurance Subsidiary's investments (Note F)................................. 84,616 90,838
Noncurrent finance lease receivables (Notes C and H)........................ 2,863 575
Insurance Subsidiary's reinsurance receivable............................... 17,366 11,378
Cost in excess of net assets acquired, net of accumulated amortization
of $5,002 (1992) and $6,252 (1993)......................................... 44,993 43,743
Trademark, net of accumulated amortization of $1,400 (1992) and $1,750
(1993)..................................................................... 12,046 11,696
Other assets................................................................ 22,963 15,037
--------- ---------
TOTAL ASSETS............................................................ $ 493,763 $ 517,336
--------- ---------
--------- ---------

LIABILITIES AND SHAREHOLDERS' DEFICIT

Accounts payable............................................................ $ 56,684 $ 77,876
Notes payable (Note G)...................................................... 5,000 5,000
Income taxes payable (Note K)............................................... 6,739 7,726
Accrued compensation........................................................ 13,729 15,838
Accrued interest............................................................ 11,596 11,746
Other accrued liabilities................................................... 28,833 38,071
Current portion of long-term debt........................................... 15,752 14,321
--------- ---------
TOTAL CURRENT LIABILITIES............................................... 138,333 170,578
Long-term debt, excluding current portion (Note G):
Shareholders.............................................................. 30,000 30,000
Other..................................................................... 259,616 246,952
--------- ---------
289,616 276,952
Insurance Subsidiary's unpaid losses and loss adjustment expenses........... 75,780 71,179
Unearned insurance premiums................................................. 10,463 9,547
Deferred income taxes....................................................... 11,187 9,803
Postretirement benefits other than pensions (Note I)........................ -- 49,609
Other noncurrent liabilities................................................ 33,654 39,053
Minority interest (Notes H and J)........................................... 41,026 40,132
--------- ---------
TOTAL LIABILITIES....................................................... 600,059 666,853
Shareholders' deficit (Notes A, F, G and Q):
Common stock, par value $.01:
Authorized 50,000,000 shares
Outstanding 16,800,000 shares........................................... 168 168
Additional paid-in capital................................................ 14,832 14,832
Retained earnings (deficit)............................................... 7,045 (36,217)
Unrealized appreciation on Insurance Subsidiary's investments in equity
securities............................................................... 32 73
Notes receivable from shareholders........................................ (625) (625)
Amount paid in excess of Checker's net assets............................. (127,748) (127,748)
--------- ---------
TOTAL SHAREHOLDERS' DEFICIT............................................. (106,296) (149,517)
Commitments and contingencies (Note H)......................................
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT............................. $ 493,763 $ 517,336
--------- ---------
--------- ---------

See notes to consolidated financial statements.

F-3

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT
(DOLLARS IN THOUSANDS)

UNREALIZED
APPRECIATION AMOUNT PAID
(DEPRECIATION) NOTES IN EXCESS OF
ADDITIONAL ON INVESTMENTS RECEIVABLE CHECKER'S
COMMON PAID-IN RETAINED IN EQUITY FROM NET ASSETS
STOCK CAPITAL EARNINGS SECURITIES SHAREHOLDERS (NOTE A)
----------- ----------- ---------- --------------- ----------------- ------------

BALANCES AT JANUARY 1, 1991.......... $ 168 $ 14,832 $ 10,418 $ (1,790) $ (625) $ (127,748)
Unrealized appreciation on investment
in equity securities................ -- -- -- 2,189 -- --
Net income........................... -- -- 4,182 -- -- --
----- ----------- ---------- ------- ------ ------------
BALANCES AT DECEMBER 31, 1991........ 168 14,832 14,600 399 (625) (127,748)
Unrealized depreciation on investment
in equity securities................ -- -- -- (367) -- --
Net loss............................. -- -- (7,555) -- -- --
----- ----------- ---------- ------- ------ ------------
BALANCES AT DECEMBER 31, 1992........ 168 14,832 7,045 32 (625) (127,748)
Unrealized appreciation on investment
in equity securities................ -- -- -- 41 -- --
Net loss............................. -- -- (43,262) -- -- --
----- ----------- ---------- ------- ------ ------------
BALANCES AT DECEMBER 31, 1993........ $ 168 $ 14,832 $ (36,217) $ 73 $ (625) $ (127,748)
----- ----------- ---------- ------- ------ ------------
----- ----------- ---------- ------- ------ ------------

See notes to consolidated financial statements.

F-4

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

YEAR ENDED DECEMBER 31,
----------------------------------------
1991 1992 1993
------------ ------------ ------------

REVENUES:
Trailer manufacturing and distribution................................ $ 400,196 $ 536,336 $ 711,862
Automotive products manufacturing..................................... 84,401 112,631 127,925
Vehicular operations including rental income of $39,946 (1991);
$37,382 (1992); and $38,360 (1993)................................... 43,527 40,580 42,103
Insurance premiums earned............................................. 27,142 27,186 27,436
------------ ------------ ------------
555,266 716,733 909,326
COST OF REVENUES:
Cost of sales......................................................... (428,949) (561,546) (728,471)
Cost of vehicular operations.......................................... (30,801) (30,120) (30,916)
Cost of insurance operations.......................................... (20,793) (19,204) (19,418)
------------ ------------ ------------
(480,543) (610,870) (778,805)
------------ ------------ ------------
GROSS PROFIT............................................................ 74,723 105,863 130,521
Operating expenses:
Selling, general and administrative expense........................... (72,032) (76,877) (83,176)
Interest expense........................................................ (47,425) (42,726) (41,614)
Interest income......................................................... 11,634 8,895 7,396
Other income (expense), net............................................. (1,078) (2,023) 3,494
Special charge -- Note H................................................ -- -- (7,500)
------------ ------------ ------------
INCOME (LOSS) BEFORE MINORITY EQUITY, INCOME TAXES, EXTRAORDINARY ITEMS
AND ACCOUNTING CHANGES................................................. (34,178) (6,868) 9,121
Minority equity (Note J)................................................ 1,931 -- --
------------ ------------ ------------
INCOME (LOSS) BEFORE INCOME TAXES, EXTRAORDINARY ITEMS AND ACCOUNTING
CHANGES................................................................ (32,247) (6,868) 9,121
Income tax benefit (expense) (Note K)................................... 5,241 (687) (5,757)
------------ ------------ ------------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEMS AND ACCOUNTING CHANGES......... (27,006) (7,555) 3,364
Extraordinary items (Note L)............................................ 31,188 -- --
------------ ------------ ------------
INCOME (LOSS) BEFORE ACCOUNTING CHANGES................................. 4,182 (7,555) 3,364
Accounting changes (Notes I and K)...................................... -- -- (46,626)
------------ ------------ ------------
Net income (loss)....................................................... $ 4,182 $ (7,555) $ (43,262)
------------ ------------ ------------
------------ ------------ ------------
Weighted average number of shares used in per share computations (Note
Q)..................................................................... 16,800 16,800 16,800
------------ ------------ ------------
------------ ------------ ------------
INCOME (LOSS) PER SHARE (Note Q):
Income (loss) before extraordinary items and accounting changes....... $ (1.61) $ (.45) $ .20
Extraordinary items (Note L).......................................... 1.86 -- --
Accounting changes (Notes I and K).................................... -- -- (2.78)
------------ ------------ ------------
NET INCOME (LOSS) PER SHARE......................................... $ .25 $ (.45) $ (2.58)
------------ ------------ ------------
------------ ------------ ------------

See notes to consolidated financial statements.

F-5

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)

YEAR ENDED DECEMBER 31,
----------------------------------
1991 1992 1993
---------- ---------- ----------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)......................................................... $ 4,182 $ (7,555) $ (43,262)
Adjustment to reconcile net income (loss) to net cash provided by
operating activities:
Accounting changes...................................................... -- -- 46,626
Extraordinary items..................................................... (31,188) -- --
Depreciation and amortization........................................... 20,931 21,054 23,295
Deferred income tax expense (benefit)................................... 3,288 (4,311) (8,512)
Amortization of cost in excess of net assets acquired................... 1,250 1,250 1,250
Amortization of debt discount........................................... 1,045 1,181 1,372
Net loss on sale of property, plant and equipment....................... 275 217 207
Investment losses (gains)............................................... 1,646 (690) (1,079)
Decrease in minority equity............................................. (1,992) -- --
Other noncash charges................................................... 3,980 6,386 7,562
Changes in operating assets and liabilities:
Accounts receivable................................................... 7,647 (12,788) (11,970)
Finance lease receivables............................................. 7,213 5,131 4,408
Inventories........................................................... (784) (7,820) (22,251)
Insurance Subsidiary's reinsurance receivable......................... 11,731 (5,634) 5,988
Unbilled tooling charges.............................................. 35,181 -- --
Other assets.......................................................... 536 -- (5,309)
Accounts payable...................................................... (1,129) 8,281 21,193
Income taxes.......................................................... (17,398) 4,489 824
Unpaid losses and loss adjustment expenses............................ 2,204 5,046 (4,601)
Unearned insurance premiums........................................... (347) 4,673 (917)
Postretirement benefits other than pension............................ -- -- 4,497
Other liabilities..................................................... (10,460) 6,288 11,359
---------- ---------- ----------
NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES.............................. 37,811 25,198 30,680
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment................................ (16,457) (17,549) (20,006)
Proceeds from disposal of property, plant and equipment and other
productive assets........................................................ 2,685 2,783 2,599
Purchase of investments................................................... (19,228) (32,190) (64,052)
Proceeds from sale of investments......................................... 18,732 31,617 65,019
---------- ---------- ----------
NET CASH FLOW USED IN INVESTING ACTIVITIES.................................. (14,268) (15,339) (16,440)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings.................................................. 20,530 32,090 2,500
Repayments of borrowings.................................................. (43,610) (39,772) (17,967)
Return of limited partner's capital....................................... (821) (1,035) (894)
---------- ---------- ----------
NET CASH FLOW USED IN FINANCING ACTIVITIES.................................. (23,901) (8,717) (16,361)
---------- ---------- ----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............................ (358) 1,142 (2,121)
Beginning cash and cash equivalents......................................... 41,415 41,057 42,199
---------- ---------- ----------
ENDING CASH AND CASH EQUIVALENTS............................................ $ 41,057 $ 42,199 $ 40,078
---------- ---------- ----------
---------- ---------- ----------

See notes to consolidated financial statements.

F-6

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993

NOTE A -- ORGANIZATION
The Company has two operating subsidiaries, Great Dane Trailers, Inc.
("Great Dane") and Checker Motors Corporation ("Checker"). During 1989, the
Company purchased all of the common stock of Checker, the general partner of
Checker Motors Co., L.P. (the "Partnership"), a Delaware limited partnership
(the "Checker acquisition").

Immediately after the Checker acquisition, substantially all of Checker's
former shareholders purchased, through Checker Holding Corp. ("Holding"), all of
the outstanding common stock of the Company (the "Holding buyout"). Holding was
created solely for the purpose of acquiring the stock of the Company and was
subsequently merged into the Company. The Holding buyout has been accounted for
as if Checker acquired the Company (a "reverse acquisition"), since there was no
significant change in control of Checker.

Under generally accepted accounting principles for reverse acquisitions, the
net assets of Checker acquired in the Checker acquisition cannot be revalued to
estimated fair value. Accordingly, the $127.7 million excess of the amount paid
over the historical book value of Checker's net assets has been accounted for as
a separate component reducing shareholders' equity and is not subject to
amortization. The fair value of Checker's net assets, as estimated by
management, is significantly greater than historical book value, but no
appraisal of fair value is available.

NOTE B -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include
the accounts of Great Dane Holdings Inc. (formerly International Controls Corp.)
and its subsidiaries, including a wholly-owned trailer leasing company, other
greater than 50% owned companies, the Partnership and the Partnership's
wholly-owned subsidiaries, including American Country Insurance Company
("Insurance Subsidiary"). All significant intercompany accounts and transactions
have been eliminated.

CASH EQUIVALENTS: The Company considers all highly liquid investments,
other than Insurance Subsidiary investments, with a maturity of three months or
less when purchased to be cash equivalents.

INVENTORIES: Inventories are stated at the lower of cost or market. The
cost of inventories is determined principally on the last-in, first-out ("LIFO")
method.

PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment are stated at
cost. Depreciation is provided based on the assets' estimated useful lives,
principally by the straight-line method.

Estimated depreciable lives are as follows:

Buildings...................................................... 10-40 years
Transportation equipment....................................... 2-6 years
Machinery, equipment, furniture and fixtures................... 3-12 years

INTANGIBLE ASSETS: Intangible assets, principally cost in excess of net
assets acquired, noncompete agreements and a trademark, are being amortized on
the straight-line basis over periods of 4 to 40 years.

MINORITY INTEREST: Minority interest represents the limited partner's
allocable share of the Partnership's net assets (see Notes H and J) and the
limited partner's allocable share of net assets of South Charleston Stamping &
Manufacturing Company ("SCSM").

REVENUE RECOGNITION: Revenues from sales of trailers that are manufactured
in response to customers' orders are recorded when such products are completed
and invoiced. Finance income is recognized as other income over the term of the
finance leases by applying the simple interest method to scheduled monthly
collections. Rental income from vehicle leases is recognized as earned. Vehicles
are generally

F-7

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE B -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
leased on a daily or weekly basis to unaffiliated operators. Insurance
Subsidiary premiums are recognized as income ratably over the period covered by
the policies. Unearned premium reserves are calculated on the monthly pro-rata
basis. Realized gains and losses on investments are determined on a specific
identification basis and are included in the determination of net income.

DEBT ISSUE EXPENSE: Expenses incurred in connection with the issuance of
debt are capitalized and amortized as interest expense over the life of the
debt.

LOSSES AND LOSS ADJUSTMENT EXPENSES: The Insurance Subsidiary's liability
for unpaid losses and loss adjustment expenses represents an estimate of the
ultimate net costs of all losses which are unpaid at the balance sheet dates,
and is determined using case-basis evaluations and statistical analysis. These
estimates are continually reviewed and any adjustments which become necessary
are included in current operations. Since the liability is based on estimates,
the ultimate settlement of losses and the related loss adjustment expenses may
vary from the amounts included in the consolidated financial statements.

INSURANCE SUBSIDIARY REINSURANCE: During 1993, the Company adopted the
provisions of SFAS No. 113, "Accounting and Reporting for Reinsurance of Short
Duration and Long Duration Contracts" ("SFAS No. 113"). Because of the type of
insurance contracts the Company's Insurance Subsidiary provides, the adoption of
this statement had no impact on earnings; however, it requires the
disaggregation of various balance sheet accounts. For financial reporting
purposes, the 1992 balance sheet and the 1991 and 1992 statements of cash flows
have been restated as if this statement were adopted as of the beginning of the
earliest period presented.

RECLASSIFICATION: Certain 1991 and 1992 amounts have been reclassified to
conform to the 1993 presentation.

NOTE C -- TRAILER LEASING OPERATIONS
Great Dane, through a wholly-owned leasing subsidiary, leases trailers under
operating and sales-type leases ("finance lease receivables"). The following is
a summary of the components of the subsidiary's net investment in finance lease
receivables (dollars in thousands):

DECEMBER 31,
--------------------
1992 1993
--------- ---------

Minimum lease payments receivable............................................... $ 6,563 $ 1,678
Less: Unearned income........................................................... (669) (180)
Allowance for doubtful accounts............................................. (679) (159)
--------- ---------
5,215 1,339
Less amounts reflected as current............................................... (2,352) (764)
--------- ---------
Noncurrent portion.............................................................. $ 2,863 $ 575
--------- ---------
--------- ---------

Minimum lease payments are receivable as follows: $1.0 million in 1994, $0.3
million in 1995 and $0.4 million in 1996.

Trailers subject to operating leases are included in transportation
equipment in the accompanying consolidated balance sheets. The cost and
accumulated depreciation of such trailers were $1.5 million and $0.6 million,
respectively, at December 31, 1992, and $0.5 million and $0.2 million,
respectively, at December 31, 1993.

F-8

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE D -- INVENTORIES
Inventories are summarized below (dollars in thousands):

DECEMBER 31,
--------------------
1992 1993
--------- ---------

Raw materials................................................................. $ 44,005 $ 53,105
Work-in-process............................................................... 8,803 10,956
Finished goods................................................................ 19,053 30,051
--------- ---------
$ 71,861 $ 94,112
--------- ---------
--------- ---------

Inventories would not differ materially if the first-in, first-out costing
method were used for inventories costed by the LIFO method.

NOTE E -- PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are summarized below (dollars in thousands):

DECEMBER 31,
------------------------
1992 1993
----------- -----------

Land and buildings......................................................... $ 46,131 $ 54,167
Transportation equipment................................................... 37,392 32,830
Machinery, equipment, furniture and fixtures............................... 106,261 125,067
----------- -----------
189,784 212,064
Less accumulated depreciation and amortization............................. (70,292) (89,709)
----------- -----------
$ 119,492 $ 122,355
----------- -----------
----------- -----------

NOTE F -- INVESTMENTS
Insurance Subsidiary investments, which are generally reserved for Insurance
Subsidiary operations, are as follows (dollars in thousands):

DECEMBER 31,
--------------------
1992 1993
--------- ---------

Fixed maturities (bonds and notes) -- at cost, adjusted for amortization of
premium or discount and other than temporary declines in market value........ $ 75,950 $ 77,229
Equity securities (common and non-redeemable preferred stocks) -- at current
market value (cost $8,634 in 1992 and $13,536 in 1993 )...................... 8,666 13,609
--------- ---------
$ 84,616 $ 90,838
--------- ---------
--------- ---------

F-9

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE F -- INVESTMENTS (CONTINUED)
The amortized cost, gross unrealized gains and losses and estimated market
values of fixed-maturity investments held by the Insurance Subsidiary as of
December 31, 1993, are as follows (dollars in thousands):

GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
------- ------ ---- -------

U.S. Treasury securities and obligations of U.S.
Government corporations and agencies........... $7,276 $ 283 $-- $7,559
Obligations of states and political
subdivisions................................... 21,984 561 -- 22,545
Mortgage-backed securities...................... 2,873 156 -- 3,029
Corporate and other debt securities............. 45,096 3,119 103 48,112
------- ------ ---- -------
$77,229 $4,119 $103 $81,245
------- ------ ---- -------
------- ------ ---- -------

The amortized cost and estimated market value of fixed-maturity investments
at December 31, 1993, by contractual maturity, are shown below. Expected
maturities will differ from contractual maturities because borrowers may have
the right to call or prepay obligations with or without call or prepayment
penalties.

ESTIMATED
AMORTIZED MARKET
COST VALUE
-------- --------

Due in one year or less.................................................... $11,998 $12,209
Due after one year through five years...................................... 24,918 25,880
Due after five years through ten years..................................... 21,989 23,313
Due after ten years........................................................ 15,451 16,814
-------- --------
74,356 78,216
Mortgage-backed securities................................................. 2,873 3,029
-------- --------
$77,229 $81,245
-------- --------
-------- --------

Proceeds from sales of fixed-maturity investments were $21.7 million for
1992 and $57.2 million for 1993. Gross gains of $0.6 million and no gross losses
were realized during 1992 and gross gains of $1.2 million and gross losses of
$0.2 million were realized during 1993.

Bonds with an amortized cost of $2.2 million at December 31, 1993, were on
deposit to meet certain regulatory requirements.

F-10

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE F -- INVESTMENTS (CONTINUED)
Realized gains (losses) for 1991, 1992 and 1993, including other than
temporary declines in market value and unrealized appreciation (depreciation) on
fixed maturities and equity security investments of the Insurance Subsidiary,
are summarized as follows (dollars in thousands):

FIXED EQUITY
MATURITIES SECURITIES TOTAL
----------- ----------- ---------

1991
Realized losses.................................................. $ (897) $ (730) $ (1,627)
Unrealized appreciation.......................................... -- 1,847 1,847
----------- ----------- ---------
$ (897) $ 1,117 $ 220
----------- ----------- ---------
----------- ----------- ---------
1992
Realized gains................................................... $ 34 $ 656 $ 690
Unrealized depreciation.......................................... -- (367 ) (367)
----------- ----------- ---------
$ 34 $ 289 $ 323
----------- ----------- ---------
----------- ----------- ---------
1993
Realized gains................................................... $ 983 $ 95 $ 1,078
Unrealized appreciation.......................................... -- 41 41
----------- ----------- ---------
$ 983 $ 136 $ 1,119
----------- ----------- ---------
----------- ----------- ---------

NOTE G -- BORROWINGS
Long-term debt is summarized below (dollars in thousands):

DECEMBER 31,
------------------------
1992 1993
----------- -----------

12 3/4% Senior Subordinated Debentures less debt discount of $12,330 in
1992 and $11,124 in 1993.................................................. $ 119,710 $ 120,916
14 1/2% Subordinated Discount Debentures less debt discount of $6,697 in
1992 and $6,531 in 1993................................................... 54,650 54,816
Notes payable to shareholders.............................................. 30,000 30,000
Great Dane term loan payable............................................... 26,167 21,511
Great Dane Revolving credit line........................................... 17,620 17,132
Partnership term loan payable.............................................. 28,500 22,500
Equipment term loan........................................................ 7,300 5,500
Economic Development term loan............................................. 11,389 10,909
Installment notes.......................................................... 5,079 979
Other debt................................................................. 4,953 7,010
----------- -----------
305,368 291,273
Less current portion....................................................... (15,752) (14,321)
----------- -----------
$ 289,616 $ 276,952
----------- -----------
----------- -----------

Interest on the $132 million face value of 12 3/4% Senior Subordinated
Debentures is payable semiannually at the stated rate. The recorded debt
discount is being amortized as interest expense over the expected life of the
debentures using an imputed interest rate of approximately 15% compounded
semiannually. Under the terms of the debentures, the Company's payment of
dividends is limited to, among other things, 50% of consolidated net income
subsequent to June 30, 1986, plus $12 million. At

F-11

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE G -- BORROWINGS (CONTINUED)
December 31, 1993, the Company was restricted from paying a dividend. The
debentures are redeemable at the option of the Company in whole or in part at a
decreasing premium. The debentures are subject to redemptions through a sinking
fund whereby the Company is required to make five annual sinking fund payments
of $18 million commencing August 1, 1996, with the final payment due August 1,
2001.

Interest on the $61 million face value of 14 1/2% Subordinated Discount
Debentures is payable semiannually at the stated rate. The recorded debt
discount is being amortized as interest expense over the expected life of the
debentures using an imputed interest rate of approximately 16.7% compounded
semiannually. The 14 1/2% debentures are subject to redemption through a sinking
fund whereby the Company is required to redeem, at their face value, on January
1 in each of the years 1997 through 2005, 7 1/2% of the principal amount of the
debentures outstanding on January 1, 1997. The balance of debentures are due
January 1, 2006. The debentures are callable any time at their face value and
are subordinated to all present or future indebtedness of the Company not
expressly subordinated to, or on a parity with, the debentures.

The notes payable to shareholders are due September 30, 1997, or upon the
earlier payment in full of obligations under both the 1992 Partnership Loan and
Guaranty Agreement and the 1990 Great Dane loan and security agreement and bear
interest payable quarterly in arrears at an annual rate equal to the prime rate
of a New York bank (5.5% at December 31, 1993) plus 3 1/2%.

In March 1990, Great Dane entered into a five year loan and security
agreement ("Agreement") with certain banks. The Agreement made available to
Great Dane a $33 million five-year term loan and a $47 million revolving credit
line. In 1993, the maximum revolving credit line was increased to $65 million.
The amount available under the revolving credit line is based upon the amount of
Great Dane's eligible trade accounts receivable and inventory as defined in the
Agreement. The additional amount available under the revolving credit line under
the borrowing base terms of the Agreement totaled $32.3 million at December 31,
1993. The term loan is payable in equal monthly installments of $0.34 million
plus interest at the bank's prime interest rate (6% at December 31, 1993) plus
1 1/2%, with the balance due in March 1995. The revolving credit line is due in
1995 and requires interest payments at the bank's prime rate (6% at December 31,
1993) plus 1 1/2%.

All borrowings under the Agreement are fully secured by substantially all of
the Great Dane assets not pledged elsewhere. The Agreement requires Great Dane
to, among other things, comply with certain financial covenants, and limits
additional loans to the Company, limits additions to and sales of Great Dane's
fixed assets and limits additional Great Dane borrowings. Under the most
restrictive covenant, no additional transfers of funds to the Company are
available until after December 31, 1993.

During 1992, the Partnership entered into a Loan and Guaranty Agreement with
a bank pursuant to which the bank provided a $30 million term loan to the
Partnership. The term loan requires twenty quarterly principal payments of $1.5
million, plus interest at the bank's prime rate (6% at December 31, 1993) plus
1 1/4%, which payments commenced December 31, 1992. The term loan is secured by
substantially all of the Partnership's assets, excluding the stock of the
Insurance Subsidiary. The term loan agreement, which is guaranteed by Checker,
requires Checker to, among other things, comply with certain financial covenants
and limits additional loans to Checker.

The equipment term loan requires quarterly payments of $0.5 million plus
interest at the bank's prime rate (6% at December 31, 1993) plus 1 1/4%. The
obligation is secured by certain machinery and equipment with a net carrying
amount of $6.5 million at December 31, 1993.

F-12

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE G -- BORROWINGS (CONTINUED)
In connection with the Partnership term loan and the equipment term loan,
Checker is required to comply with certain financial covenants.

The economic development term loan, which is guaranteed by Checker, is
payable by SCSM to the West Virginia Economic Development Authority, and
requires monthly payments of $0.1 million, including interest at 5% with the
unpaid balance due 2008. The interest rate will be adjusted in April 1998 and
2003, so as to remain equal to 75% of the base rate, as defined, plus 1/2%. The
loan is secured by certain machinery and equipment with a net carrying amount of
$25.1 million at December 31, 1993.

The installment notes are secured by the Company's finance lease receivables
and by the Company's rights under certain operating leases. The notes bear
interest at various fixed rates averaging approximately 10.9% and are payable in
varying monthly installments through 1995.

Maturities of long-term debt for the four years subsequent to 1994 are as
follows: $44.4 million in 1995, $9.1 million in 1996, $54.1 million in 1997 and
$19.6 million in 1998.

Interest paid totaled $43.3 million in 1991, $42.4 million in 1992 and $39.8
million in 1993.

SCSM has a line of credit with a bank totaling $7.5 million at December 31,
1993. Borrowing under the line ($5.0 million at December 31, 1993) bears
interest at the bank's prime rate (6% at December 31, 1993) plus 1%.

The Partnership has a $5.0 million line of credit with a bank. Borrowings
under the line ($0 at December 31, 1993) bear interest at the bank's prime rate
(6% at December 31, 1993) plus 1%.

NOTE H -- COMMITMENTS AND CONTINGENCIES
On February 8, 1989, the Boeing Company ("Boeing") filed a lawsuit naming
the Company, together with three prior subsidiaries of the Company, as
defendants in Case No. CV89-119MA, United States District Court for the District
of Oregon. In that lawsuit, Boeing sought damages and declaratory relief for
past and future costs resulting from alleged groundwater contamination at a
location in Gresham, Oregon, where the three prior subsidiaries of the Company
formerly conducted business operations. On December 22, 1993, the Company
entered into a settlement with Boeing, settling all claims asserted by Boeing in
the lawsuit. Pursuant to the settlement terms, the Company will pay Boeing $12.5
million over the course of five years, $5 million of which has been committed by
certain insurance companies in the form of cash or irrevocable letters of
credit. Accordingly, no further adjustment is necessary to the $7.5 million
special charge which was recorded in the quarter ended June 30, 1993, to provide
for the cost associated with this legal proceeding. In accordance with the
settlement agreement, Boeing will move to dismiss its claims against the Company
and the three former subsidiaries and will release and indemnify the Company
with respect to certain claims.

On March 4, 1992, Checker received notice that the Insurance Commissioner of
the State of California, as Conservator and Rehabilitator of ELIC, a limited
partner of the Partnership, had filed an Amendment to the Application for Order
of Conservation filed in Superior Court of the State of California for the
County of Los Angeles. The amendment seeks to add to the Order, dated April 11,
1991, Checker, the Partnership and Checker Holding Corp. III, a limited partner
of the Partnership. The amendment alleges that the action by Checker invoking
provisions of the Partnership Agreement that alter ELIC's rights in the
Partnership upon the occurrence of certain events is improper and constitutes an
impermissible forfeiture of ELIC's interest in the Partnership and a breach of
fiduciary duty to ELIC. The amend-ment seeks (a) a declaration of the rights of
the parties in the Partnership and (b) damages in an unspecified amount. The
Partnership believes that it has meritorious defenses to the claims of ELIC. The
Partnership has been in litigation on these issues for almost three years with
each party seeking, among

F-13

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE H -- COMMITMENTS AND CONTINGENCIES (CONTINUED)
other things, a declaration of its rights under the Partnership Agreement. The
Company has offered to redeem ELIC's minority interest in the Partnership and
SCSM for $32 million. If ELIC's rights under the Partnership Agreement had not
been altered, net income for 1991, 1992 and 1993 would have been reported at
$3.3 million, $0.7 million and $0.6 million less, respectively, than the amounts
reported (see Note J).

In 1988, Great Dane entered into an operating agreement with the purchaser
of a previously wholly-owned finance company ("Finance"). Under the terms of the
agreement, the purchaser is given the opportunity to finance certain sales of
Great Dane. The 1988 operating agreement requires that Great Dane, among other
things, (i) not finance the sale of its products for the first eight years and
(ii) maintain a minimum net worth as defined in the agreement. In addition,
under this operating agreement, Great Dane is liable to the purchaser for 50% of
losses incurred in connection with the realization of certain new receivables
financed by the purchaser subsequent to the sale of Finance subject to certain
maximums. Failure to comply with these requirements of the agreement would
result in Great Dane having to repay the purchaser varying amounts reducing to
$5 million during the year ending September 8, 1996. At December 31, 1993, Great
Dane was in compliance with the provisions of the operating agreement.

In addition, the Company's installment notes are payable to Finance. At
December 31, 1993, the Company was directly liable for the installment notes and
has guaranteed the realization of receivables of approximately $4.8 million in
connection with the sale of Finance and is partially responsible for the
realization of new receivables of approximately $121.3 million financed by the
purchaser under the operating agreement subject to certain maximums. In addition
to Great Dane's guarantee, these receivables are also collateralized by a
security interest in the respective trailers originally sold by Great Dane. A
loss reserve of $3.1 million, for potential losses that may be incurred on the
ultimate realization of these receivables, is included in other accrued
liabilities in the December 31, 1993, consolidated balance sheet.

To secure certain obligations, the Company and its subsidiaries had
outstanding letters of credit aggregating approximately $9.3 million at December
31, 1992, and $3.4 million at December 31, 1993, which letters of credit were
fully secured by cash deposits included in other assets in the consolidated
balance sheets. In addition, Great Dane has standby letters of credit
aggregating approximately $7.5 million outstanding at December 31, 1993.

The Company and its subsidiaries lease real estate and equipment. Certain
leases are renewable and provide for monthly rentals, real estate taxes and
other operating expenses. The Company believes that, in the normal course of
business, leases that expire will be renewed or replaced by other leases. Rental
expense under operating leases was approximately $3.6 million in 1991, $3.8
million in 1992 and $4.8 million in 1993. Minimum rental obligations for all
noncancelable operating leases at December 31, 1993 are as follows: $2.9 million
in 1994, $2.7 million in 1995, $2.6 million in 1996, $2.5 million in 1997, $2.4
million in 1998 and $16.5 million thereafter.

Management believes that none of the above legal actions, guarantees or
commitments will have a material adverse effect on the Company's consolidated
financial position.

NOTE I -- RETIREMENT PLANS
The Company and its subsidiaries have defined benefit pension plans
applicable to substantially all employees. The contributions to these plans are
based on computations by independent actuarial consultants. The Company's
general funding policy is to contribute amounts required to maintain funding
standards in accordance with the Employee Retirement Income Security Act.
Employees' benefits are based on years of service and the employees' final
average earnings, as defined by the plans.

F-14

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE I -- RETIREMENT PLANS (CONTINUED)
Net periodic pension cost includes the following components (dollars in
thousands):

YEAR ENDED DECEMBER 31,
-------------------------------
1991 1992 1993
--------- --------- ---------

Service cost -- benefits earned (normal cost)......................... $ 1,527 $ 1,473 $ 1,752
Interest on projected benefit obligation.............................. 3,404 3,565 3,972
Return on investments................................................. (2,761) (2,718) (2,867)
Net amortization and deferral......................................... 322 129 328
Curtailment loss...................................................... 456 -- --
--------- --------- ---------
Net periodic pension cost charged to expense.......................... $ 2,948 $ 2,449 $ 3,185
--------- --------- ---------
--------- --------- ---------

During 1991, as a result of the effect of the continued economic recession
on the automotive industry, the number of active pension plan participants in
one of the subsidiaries' defined benefit plans was substantially reduced during
1991, resulting in a $0.5 million curtailment loss.

Gains and losses and prior service cost are amortized over periods ranging
from seven to fifteen years. Other assumptions used in the calculation of the
actuarial present value of the projected benefit obligation were as follows:

1991 AND 1992 1993
--------------- -------------

Discount rate........................................................ 8 1/4% 7 1/2%
Rate of increase in compensation levels.............................. 4% - 5% 4% - 4 1/4%
Long-term rate of return on assets................................... 5% - 9 1/2% 5% - 9 1/2%

The following table sets forth the plans' funded status and amounts
recognized in the Company's consolidated balance sheets (dollars in thousands):

DECEMBER 31,
----------------------
1992 1993
---------- ----------

Actuarial present value of benefit obligations:
Vested benefit obligations................................................ $ 37,181 $ 41,846
---------- ----------
---------- ----------
Accumulated benefit obligation............................................ $ 39,503 $ 44,731
---------- ----------
---------- ----------
Plan assets (principally guaranteed investment contracts with insurance
companies)................................................................. $ 33,191 $ 37,174
Projected benefit obligation................................................ 46,771 54,568
---------- ----------
Projected benefit obligation in excess of plan assets....................... (13,580) (17,394)
Unrecognized prior service cost............................................. 963 1,115
Unrecognized net loss....................................................... 1,046 6,177
Minimum liability........................................................... (1,722) (1,450)
Unrecognized net obligation at transition................................... 2,048 1,819
---------- ----------
Pension liability recognized in the balance sheets.......................... (11,245) (9,733)
Less Noncurrent liability................................................... 6,857 6,442
---------- ----------
Current pension liability................................................... $ (4,388) $ (3,291)
---------- ----------
---------- ----------

Relative positions and undertakings in multiemployer pension plans covering
certain of the Partnership's employees are not presently determinable.

F-15

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE I -- RETIREMENT PLANS (CONTINUED)
Expense related to defined contribution plans, which is based on a
stipulated contribution for hours worked or employee contributions, approximated
$0.4 million in 1991, $0.5 million in 1992 and $0.7 million in 1993.

The Company and its subsidiaries provide postretirement health care and life
insurance benefits to eligible retired employees. The Company's policy is to
fund the cost of medical benefits as paid. Prior to 1993, the Company recognized
expense in the year the benefits were provided. The amount charged to expense
for these benefits was approximately $2.0 million in 1991 and $2.5 million in
1992. Effective January 1, 1993, the Company adopted SFAS No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions." This statement
requires the accrual of the cost of providing postretirement benefits, including
medical and life insurance coverage, during the active service period of the
employee. The Company recorded a charge of $29.7 million (net of taxes of $16.5
million), or $1.78 per share, during 1993 to reflect the cumulative effect of
this change in accounting principle.

The following table sets forth the plan's funded status reconciled with
amounts recognized in the Company's consolidated balance sheet at December 31,
1993 (in thousands):

Accumulated postretirement obligation:
Retirees............................................................... $ (34,040)
Fully eligible active plan participants................................ (4,319)
Other active plan participants......................................... (11,218)
---------
(49,577)
Unrecognized net loss.................................................. 1,119
Unrecognized prior service cost........................................ (3,432)
---------
Accrued postretirement benefit liability recorded in balance sheet..... (51,890)
Less Noncurrent portion................................................ 49,609
---------
Current portion of postretirement benefit liability.................... $ (2,281)
---------
---------

Net periodic postretirement benefit cost for the year ended December 31,
1993, includes the following components (in thousands):

Service cost............................................................... $ 634
Interest cost.............................................................. 3,888
---------
$ 4,522
---------
---------

The health care cost trend rate ranges from 13.6% down to 5.0% over the next
14 years and remains level thereafter. The health care cost trend rate
assumption has a significant effect on the amounts reported. For example,
increasing the assumed health care cost trend rates by one percentage point in
each year would increase the accumulated postretirement benefit obligation as of
December 31, 1993, by $4.0 million. The weighted-average discount rate used in
determining the accumulated postretirement benefit obligation was 7.5% at
December 31, 1993.

The effect of adopting SFAS No. 106 decreased 1993 pre-tax income by $2.0
million as compared to 1992.

NOTE J -- MINORITY EQUITY
On April 11, 1991, ELIC was placed in conservatorship. In accordance with
the provisions of the Partnership Agreement, the Partnership continues, but
ELIC's interest in the Partnership and rights under the Partnership Agreement
are limited to the right to receive the balance of its capital account as
calculated

F-16

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE J -- MINORITY EQUITY (CONTINUED)

and on the terms set forth in the Partnership Agreement. For financial reporting
purposes, partnership earnings had previously been allocated to ELIC's capital
account based on book income and the minority equity amount was calculated
accordingly (the "GAAP Capital Account Amount"). The Partnership Agreement,
however, provides for allocations of the partnership earnings to ELIC's capital
account on a basis that differs from book income and calculation of the minority
equity amount thereunder is to be made accordingly (the "Partnership Agreement
Capital Account Amount"). Because the provisions of the Partnership Agreement
require that ELIC's capital account be fixed and calculated as of April 11,
1991, minority equity for the year ended December 31, 1991, includes a $2.3
million credit representing the adjustment of ELIC's capital account from the
GAAP Capital Account Amount as of April 11, 1991, to the Partnership Agreement
Capital Account Amount as of the same date (the "Final Capital Account"). The
Final Capital Account, which totaled $40.1 million at December 31, 1993, is
being paid out in level quarterly installments of $0.9 million, including
interest at 7% per annum, through the year 2013.

NOTE K -- INCOME TAXES
Effective January 1, 1993, the Company adopted the provisions of Statement
of Financial Accounting Standard No. 109, "Accounting for Income Taxes." As
permitted under the new rules, prior years financial statements have not been
restated. The Company recorded a charge of $16.9 million, or $1.00 per share,
during 1993 to reflect the cumulative effect of this change in accounting
principle. Application of FAS 109 decreased 1993 pre-tax income by approximately
$1.5 million primarily because of FAS 109's requirement to record assets
acquired in prior business combinations at pre-tax amounts. Deferred income
taxes reflect the net tax effects of temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the
amounts used for income tax purposes.

Significant components of the Company's deferred tax liabilities and assets
as of December 31, 1993 are as follows (dollars in thousands):

Deferred tax liabilities:
Property, plant and equipment........................................... $ 31,646
Finance lease receivables............................................... 517
Debenture discount...................................................... 4,647
Intangible assets....................................................... 5,249
Inventory............................................................... 3,624
Other................................................................... 645
---------
46,328
Deferred tax assets:
Other postretirement benefits........................................... 18,961
Pension................................................................. 3,377
Reserves................................................................ 10,986
Bad debt reserve........................................................ 1,601
Other................................................................... 5,555
---------
40,480
Valuation allowance....................................................... (1,000)
---------
39,480
---------
Net Deferred Tax Liabilities.............................................. $ 6,848
---------
---------

F-17

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE K -- INCOME TAXES (CONTINUED)
The components of income tax benefit (expense) before extraordinary items
are as follows (dollars in thousands):

YEAR ENDED DECEMBER 31,
--------------------------------
LIABILITY
DEFERRED METHOD METHOD
-------------------- ----------
1991 1992 1993
--------- --------- ----------

Current taxes:
Federal............................................................ $ 9,261 $ (3,296) $ (10,244)
State.............................................................. (732) (1,702) (4,025)
--------- --------- ----------
8,529 (4,998) (14,269)
Deferred taxes..................................................... (3,288) 4,311 8,512
--------- --------- ----------
Income tax benefit (expense)....................................... $ 5,241 $ (687) $ (5,757)
--------- --------- ----------
--------- --------- ----------

The components of the deferred tax benefit (expense) are as follows (dollars
in thousands):

YEAR ENDED DECEMBER
31,
--------------------
1991 1992
--------- ---------

Tax depreciation less than (in excess of) book depreciation..................... $ (2,215) $ 1,742
Finance leases.................................................................. (17) (37)
Deferred compensation........................................................... (4) (1)
Inventory reserves.............................................................. 15 505
Financing costs................................................................. (22) (75)
Warranty reserves............................................................... 17 22
Other reserves.................................................................. (660) 602
Partnership allocation.......................................................... 1,485 1,469
Alternative minimum tax......................................................... (2,223) --
Other........................................................................... 336 84
--------- ---------
Deferred tax benefit (expense).................................................. $ (3,288) $ 4,311
--------- ---------
--------- ---------

Income tax benefit (expense) differs from the amount computed by applying
the statutory federal income tax rate to income (loss) before income taxes and
extraordinary items. The reasons for these differences are as follows (dollars
in thousands):

YEAR ENDED DECEMBER 31,
-------------------------------
LIABILITY
DEFERRED METHOD METHOD
-------------------- ---------
1991 1992 1993
--------- --------- ---------

Computed expected tax benefit (expense)............................... $ 10,964 $ 2,335 $ (3,192)
(Increase) decrease in taxes resulting from:
State income taxes, net of federal income tax benefit............... (483) (1,123) (2,616)
Appraisal depreciation.............................................. (1,033) (1,024) --
Amortization of goodwill and other items............................ (530) (530) (643)
Nontaxable Partnership income....................................... 1,400 574 446
Increase in tax accruals............................................ (4,527) (319) --
Other............................................................... (550) (600) 248
--------- --------- ---------
Actual tax benefit (expense).......................................... $ 5,241 $ (687) $ (5,757)
--------- --------- ---------
--------- --------- ---------

Income taxes paid totaled $8.6 million in 1991, $3.9 million in 1992 and
$13.4 million in 1993.

F-18

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE L -- EXTRAORDINARY ITEMS
During 1991, the Company repurchased $66.2 million face value ($58.7 million
net carrying value) of the 14 1/2% Subordinated Discount Debentures at an
average cost of 36% of face value. Additionally, the Company repurchased $7.6
million face value ($6.8 million net carrying value) of the 12 3/4% Senior
Subordinated Debentures at an average cost of 40% of face value. The resulting
gain of $23.2 million on these repurchases, net of taxes of $14.8 million, has
been classified as an extraordinary item. Upon the completion of the
Corporation's 1990 federal income tax return, management elected to treat
certain extraordinary gains under an alternative election available under the
Internal Revenue Code, which resulted in these gains, on which deferred income
taxes had been provided in prior periods, not being subject to tax. This change
in estimate had the effect of increasing the extraordinary gain and net income
by $8 million in the year ended December 31, 1991 resulting in a total gain of
$31.2 million.

NOTE M -- RELATED PARTY TRANSACTIONS
An officer of Checker is the owner of a taxicab association established in
1988 in the City of Chicago to which both Company affiliated and independent
taxi drivers may belong for a fee, and through which the members may obtain
automobile liability insurance from the Insurance Subsidiary and other
maintenance and rental services. The association purchases services from various
Checker operations and reimburses the operations for certain management, general
and administrative costs. Amounts received from the association totaled $2.6
million in 1991, $3.3 million in 1992 and $4.4 million in 1993. At December 31,
1993, Checker has guaranteed certain of the association's obligations totaling
$0.7 million.

The Company leases an airplane owned by a corporation of which a director is
the sole shareholder. Lease expenses totaled $0.7 million each year in 1991,
1992 and 1993.

Each of the Company's directors provides consulting services. Annual
expenses incurred relating to these consulting services totaled $1.4 million
each year in 1991, 1992 and 1993.

NOTE N -- INDUSTRY SEGMENT INFORMATION
The Company operates in four principal segments:

TRAILER MANUFACTURING SEGMENT -- Manufacturing and distribution of
highway truck trailers.

AUTOMOTIVE PRODUCTS SEGMENT -- Manufacturing metal stampings and
assemblies and coordination of related tooling production for motor vehicle
manufacturers.

VEHICULAR OPERATIONS SEGMENT -- Leasing taxicabs.

INSURANCE OPERATIONS SEGMENT -- Providing property and casualty
insurance coverage to the Partnership and to outside parties.

Trailer Manufacturing segment sales to J. B. Hunt totaled approximately $1.2
million in 1991, $50.0 million in 1992 and $92.3 million in 1993.

Automotive product net sales to General Motors Corporation totaled
approximately $80.3 million in 1991, $109.1 million in 1992 and $121.5 million
in 1993 (includes accounts receivable and unbilled tooling charges of $5.7
million, $8.9 million and $8.9 million at December 31, 1991, 1992 and 1993,
respectively).

F-19

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE N -- INDUSTRY SEGMENT INFORMATION (CONTINUED)
Industry segment data is summarized as follows (dollars in thousands):

TRAILER AUTOMOTIVE VEHICULAR INSURANCE
MANUFACTURING PRODUCTS OPERATIONS OPERATIONS ELIMINATIONS CONSOLIDATED
--------- ------- ------- ------- -------- ---------

1991
Revenues:
Outside customers............. $400,196 $84,401 $43,527 $27,142 $ -- $555,266
Intersegment sales............ -- 5 3,635 12,735 (16,375) --
--------- ------- ------- ------- -------- ---------
$400,196 $84,406 $47,162 $39,877 $(16,375) $555,266
--------- ------- ------- ------- -------- ---------
--------- ------- ------- ------- -------- ---------
Operating profit (loss)......... $ 7,059 $(4,237) $7,139 $(2,872) $ 7,089
Corporate expenses.............. (4,398)
Interest income:
Segment....................... 2,255 6,917 9,172
Corporate..................... 2,462
Interest expense:
Segment....................... (8,061) (8,061)
Corporate..................... (39,364)
Other expenses, net............. (1,078)
Minority equity................. 1,931
---------
Loss before income taxes and
extraordinary items............ $(32,247)
---------
---------
Identifiable assets............. $227,551 $67,258 $28,357 $112,016 $435,182
Partnership assets.............. 31,531
Corporate assets................ 14,592
---------
Total assets at December 31,
1991........................... $481,305
---------
---------
Depreciation and amortization:
Segment....................... $ 5,910 $4,237 $10,369 $ 367 $ 20,883
Other......................... 48
Capital expenditures............ 3,208 1,190 10,181 1,878 16,457

F-20

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE N -- INDUSTRY SEGMENT INFORMATION (CONTINUED)

TRAILER AUTOMOTIVE VEHICULAR INSURANCE
MANUFACTURING PRODUCTS OPERATIONS OPERATIONS ELIMINATIONS CONSOLIDATED
--------- ------- ------- ------- -------- ---------
1992

Revenues:
Outside customers............. $536,336 $112,631 $40,580 $27,186 $ -- $716,733
Intersegment sales............ -- 1 4,043 13,161 (17,205) --
--------- ------- ------- ------- -------- ---------
$536,336 $112,632 $44,623 $40,347 $(17,205) $716,733
--------- ------- ------- ------- -------- ---------
--------- ------- ------- ------- -------- ---------
Operating profit (loss)......... $ 17,590 $11,622 $5,727 $(1,557) $ 33,382
Corporate expenses.............. (4,396)
Interest income:
Segment....................... 1,168 6,321 7,489
Corporate..................... 1,406
Interest expense:
Segment....................... (5,852) (5,852)
Corporate..................... (36,874)
Other expenses, net............. (2,023)
---------
Loss before income taxes and
extraordinary items............ $ (6,868)
---------
Identifiable assets............. $230,465 $66,561 $25,516 $117,960 $440,502
Partnership assets.............. 38,712
Corporate assets................ 14,549
---------
Total assets at December 31,
1992........................... $493,763
---------
---------
Depreciation and amortization:
Segment....................... $ 6,303 $4,148 $10,099 $ 462 $ 21,012
Other......................... 42
Capital expenditures............ 4,996 1,889 10,412 252 17,549

F-21

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE N -- INDUSTRY SEGMENT INFORMATION (CONTINUED)

TRAILER AUTOMOTIVE VEHICULAR INSURANCE
MANUFACTURING PRODUCTS OPERATIONS OPERATIONS ELIMINATIONS CONSOLIDATED
--------- ------- ------- ------- -------- ---------
1993

Revenues:
Outside customers............. $711,862 $127,925 $42,103 $27,436 $ -- $909,326
Intersegment sales............ -- -- 4,346 13,400 (17,746) --
--------- ------- ------- ------- -------- ---------
$711,862 $127,925 $46,449 $40,836 $(17,746) $909,326
--------- ------- ------- ------- -------- ---------
--------- ------- ------- ------- -------- ---------
Operating profit (loss)......... $ 32,381 $15,306 $6,251 $(1,947) $ -- $ 51,991
Corporate expense............... (4,646)
Interest income:
Segment....................... 428 5,877 6,305
Corporate..................... 1,091
Interest expense:
Segment....................... (4,811) (4,811)
Corporate..................... (36,803)
Special charge.................. (7,500)
Other income, net............... 3,494
---------
Income before income taxes and
extraordinary items............ $ 9,121
---------
---------
Identifiable assets............. $259,837 $67,937 $20,493 $116,692 $464,959
Partnership assets.............. 37,701
Corporate assets................ 14,676
---------
Total assets at December 31,
1993........................... $517,336
---------
---------
Depreciation and amortization... $ 8,280 $4,991 $9,530 $ 494 $ 23,295
Capital expenditures............ 7,265 4,728 7,913 100 20,006

Intersegment sales are accounted for at prices comparable to normal unaffiliated
customer sales. Corporate and Partnership assets consist of short-term
investments, savings deposits and certain other assets. Insurance Operations
identifiable assets for 1991 and 1992 have been restated to reflect the adoption
of SFAS No. 113.

NOTE O -- FAIR VALUES OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used by the Company in estimating
the fair value of financial instruments:

CASH AND CASH EQUIVALENTS: The carrying amount reported in the balance
sheet for cash and cash equivalents approximates its fair value.

FINANCE LEASE RECEIVABLES: The fair values of the Company's finance lease
receivables are estimated using discounted cash flow analyses based on current
market rates for similar types of financing.

INDEBTEDNESS: The carrying amounts of the Company's notes payable to
shareholders, Great Dane term loan payable, Great Dane revolving credit line,
Partnership term loan payable, equipment term

F-22

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE O -- FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)
loan, economic development term loan and line of credit approximate their fair
value. The fair values of the Company's 12 3/4% Senior Subordinated Debentures
and 14 1/2% Subordinated Discount Debentures are based on quoted market prices.
The fair values of the Company's other indebtedness is estimated using
discounted cash flow analyses based on current market rates.

The carrying amounts and fair values of the Company's finance lease
receivables and indebtedness at December 31, 1993, are as follows (dollars in
thousands):

CARRYING AMOUNT FAIR VALUE
----------------- -----------

Finance lease receivables............................................ $ 1,339 $ 1,339
Long-term debt and notes payable..................................... $ 296,273 $ 300,940

NOTE P -- SELECTED QUARTERLY DATA (UNAUDITED)

1992 QUARTER ENDED 1993 QUARTER ENDED
---------------------------------------------- ---------------------------------------------
SEPTEMBER DECEMBER SEPTEMBER DECEMBER
MARCH 31 JUNE 30 30 31 MARCH 31 JUNE 30 30 31
--------- -------- --------- --------- --------- -------- --------- --------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Revenues........... $166,079 $185,070 $177,453 $188,131 $204,933 $225,407 $230,655 $248,331
Gross profit....... 24,437 27,551 26,115 27,760 29,302 33,808 31,126 36,285
Income (loss)
before accounting
changes........... (2,885) 105 (4,307) (468) (744) 1,350 (536) 3,294
Accounting
changes........... -- -- -- -- (46,626) -- -- --
Net income
(loss)............ (2,885) 105 (4,307) (468) (47,370) 1,350 (536) 3,294
Income (loss) per
share:
Income (loss)
before
accounting
changes......... $ (.17) $ .01 $ (.26) $ (.03) $ (.04) $ 0.8 $ (.03) $ .19
Accounting
changes......... -- -- -- -- (2.78) -- -- --
Net income
(loss).......... $ (.17) $ .01 $ (.26) $ (.03) $ (2.82) $ .08 $ (.03) $ .19

NOTE Q -- SUBSEQUENT EVENT
On October 19, 1994, International Controls Corp. ("ICC") changed its name
and its jurisdiction of incorporation through a merger into its wholly-owned
subsidiary, Great Dane Holdings Inc. (the "Company"), a Delaware corporation.
Each of the outstanding shares of common stock of ICC was converted into a pro
rata portion of 1,000 shares of common stock, $1 par value per share, of the
Company. As a result of the above, the Company has 3,000 shares of $1 par value
common stock authorized and 1,000 shares issued and outstanding. On November 16,
1994, the Company's Board of Directors approved a resolution, subject to
shareholder approval, to be effective prior to the consummation of an initial
public offering, increasing the number of authorized shares of common stock to
50 million, reducing the par value to $0.01 per share and splitting the shares
16,800 for 1. This resolution also authorized, subject to shareholder approval,
5 million shares of $1 par value preferred stock. All share and per share data
and affected amounts have been adjusted to reflect these changes as though they
had occurred at the beginning of the earliest period presented.

F-23

UNAUDITED FINANCIAL STATEMENTS

F-24

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

ASSETS
DECEMBER 31, SEPTEMBER 30,
1993 1994
-------------- --------------

Cash and cash equivalents...................................................... $ 40,078 $ 33,771
Accounts receivable, less allowance for doubtful accounts of
$748 (1993) and $1,328 (1994)................................................. 75,701 100,180
Inventories.................................................................... 94,112 100,669
Other current assets........................................................... 11,823 12,240
-------------- --------------
TOTAL CURRENT ASSETS....................................................... 221,714 246,860
Property, plant and equipment, net............................................. 122,355 118,274
Insurance Subsidiary's investments............................................. 90,838 89,302
Insurance Subsidiary's reinsurance receivable.................................. 11,378 8,202
Cost in excess of net assets acquired, net of accumulated amortization of
$6,252 (1993) and $7,189 (1994)............................................... 43,743 42,806
Trademark, net of accumulated amortization of
$1,750 (1993) and $2,013 (1994)............................................... 11,696 11,433
Other assets................................................................... 15,612 14,243
-------------- --------------
TOTAL ASSETS..................................................................... $ 517,336 $ 531,120
-------------- --------------
-------------- --------------

LIABILITIES AND SHAREHOLDERS' DEFICIT

Accounts payable............................................................... $ 77,876 $ 83,708
Notes payable.................................................................. 5,000 5,000
Income taxes payable........................................................... 7,726 9,686
Accrued compensation........................................................... 15,838 19,480
Accrued interest............................................................... 11,746 6,224
Other accrued liabilities...................................................... 38,071 45,977
Current portion of long-term debt.............................................. 14,321 40,612
-------------- --------------
TOTAL CURRENT LIABILITIES.................................................. 170,578 210,687
Long-term debt, excluding current portion:
Shareholders................................................................. 30,000 30,000
Other........................................................................ 246,952 206,118
-------------- --------------
276,952 236,118
Insurance Subsidiary's unpaid losses and loss adjustment expenses.............. 71,179 69,677
Unearned insurance premiums.................................................... 9,547 13,796
Deferred income taxes.......................................................... 9,803 2,796
Postretirement benefits other than pensions.................................... 49,609 50,703
Other noncurrent liabilities................................................... 39,053 41,588
Minority interest.............................................................. 40,132 39,839
-------------- --------------
TOTAL LIABILITIES.......................................................... 666,853 665,204
Shareholders' deficit -- Note A:
Common stock, par value $.01:
Authorized 50,000,000 shares
Outstanding 16,800,000 shares.............................................. 168 168
Additional paid-in capital................................................... 14,832 14,832
Retained-earnings deficit.................................................... (36,217) (19,130)
Unrealized appreciation (depreciation) on Insurance Subsidiary's investments
in certain debt and equity securities -- Note F............................. 73 (1,581)
Notes receivable from shareholders........................................... (625) (625)
Amount paid in excess of Checker's net assets................................ (127,748) (127,748)
-------------- --------------
TOTAL SHAREHOLDERS' DEFICIT................................................ (149,517) (134,084)
-------------- --------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT...................................... $ 517,336 $ 531,120
-------------- --------------
-------------- --------------

See notes to consolidated financial statements.

F-25

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

THREE MONTHS ENDED
SEPTEMBER 30,
------------------------------
1993 1994
-------------- --------------

Revenues...................................................................... $ 230,655 $ 256,679
Cost of revenues.............................................................. (199,529) (217,184)
-------------- --------------
GROSS PROFIT.................................................................. 31,126 39,495
Selling, general and administrative expense................................... (20,826) (26,683)
Interest expense.............................................................. (10,395) (10,221)
Interest income............................................................... 1,775 1,813
Other income (expense), net................................................... (340) 13
-------------- --------------
INCOME BEFORE MINORITY EQUITY AND INCOME TAXES................................ 1,340 4,417
Minority equity............................................................... -- (217)
-------------- --------------
INCOME BEFORE INCOME TAXES.................................................... 1,340 4,200
Income tax expense............................................................ (1,876) (1,890)
-------------- --------------
NET INCOME (LOSS)............................................................. $ (536) $ 2,310
-------------- --------------
-------------- --------------
Weighted average number of shares used in per share computations -- Note A.... 16,800 16,800
-------------- --------------
-------------- --------------
NET INCOME (LOSS) PER SHARE -- NOTE A......................................... $ (.03) $ .14
-------------- --------------
-------------- --------------

See notes to consolidated financial statements.

F-26

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

NINE MONTHS ENDED
SEPTEMBER 30,
------------------------
1993 1994
----------- -----------

Revenues............................................................................. $ 660,995 $ 805,981
Cost of revenues..................................................................... (566,759) (680,672)
----------- -----------
GROSS PROFIT......................................................................... 94,236 125,309
Selling, general and administrative expense.......................................... (61,138) (69,400)
Interest expense..................................................................... (31,400) (30,414)
Interest income...................................................................... 5,652 5,214
Other income (expense), net.......................................................... (26) 779
Special charge -- Note G............................................................. (7,500) --
----------- -----------
INCOME (LOSS) BEFORE MINORITY EQUITY, INCOME TAXES AND ACCOUNTING CHANGE............. (176) 31,488
Minority equity...................................................................... -- (420)
----------- -----------
Income (loss) before income taxes and accounting changes............................. (176) 31,068
Income tax benefit (expense)......................................................... 246 (13,981)
----------- -----------
INCOME BEFORE ACCOUNTING CHANGES..................................................... 70 17,087
Accounting changes, net of income taxes.............................................. (46,626) --
----------- -----------
NET INCOME (LOSS).................................................................... $ (46,556) $ 17,087
----------- -----------
----------- -----------
Weighted average number of shares used in per share computations -- Note A........... 16,800 16,800
----------- -----------
----------- -----------
Income (loss) per share -- Note A:
Before accounting changes.......................................................... $ 0 $ 1.02
Accounting changes................................................................. (2.78) --
----------- -----------
NET INCOME (LOSS) PER SHARE.......................................................... $ (2.78) $ 1.02
----------- -----------
----------- -----------

See notes to consolidated financial statements.

F-27

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

NINE MONTHS ENDED
SEPTEMBER 30,
----------------------
1993 1994
---------- ----------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)................................................................... $ (46,556) $ 17,087
Adjustments to reconcile net income (loss) to net cash provided by operating
activities:
Accounting changes................................................................ 46,626 --
Depreciation and amortization..................................................... 17,192 16,962
Deferred income tax benefit....................................................... (8,717) (6,381)
Amortization of cost in excess of net assets acquired............................. 937 937
Amortization of debt discount..................................................... 1,010 1,175
Net (gain) loss on sale of property, plant and equipment.......................... 82 (483)
Investment gains.................................................................. (317) (265)
Other noncash charges............................................................. 5,491 7,606
Changes in operating assets and liabilities:
Accounts receivable............................................................. (21,203) (25,124)
Finance lease receivables....................................................... 3,482 1,484
Inventories..................................................................... (10,574) (6,557)
Insurance Subsidiary's reinsurance receivable................................... 7,117 3,176
Other assets.................................................................... (653) (2,096)
Accounts payable................................................................ 9,882 5,832
Income taxes.................................................................... (846) 3,060
Unpaid losses and loss adjustment expenses...................................... (5,387) (1,502)
Unearned insurance premiums..................................................... (289) 4,249
Postretirement benefits other than pensions..................................... -- 1,094
Other liabilities............................................................... 9,918 2,012
---------- ----------
NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES........................................ 7,195 22,266

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment.......................................... $ (16,862) $ (13,891)
Proceeds from disposal of property, plant and equipment and other productive
assets............................................................................. 2,434 1,493
Purchase of investments available for sale.......................................... -- (7,420)
Purchases of investments held to maturity........................................... (44,820) (90,176)
Proceeds from sale of investments available for sale................................ -- 2,383
Proceeds from maturity or redemption of investments held to maturity................ 48,614 95,060
Other............................................................................... 121 409
---------- ----------
NET CASH FLOW USED IN INVESTING ACTIVITIES............................................ (10,513) (12,142)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings............................................................ 6,963 --
Repayments of borrowings............................................................ (13,335) (15,718)
Return of limited partner's capital................................................. (665) (713)
---------- ----------
NET CASH FLOW USED IN FINANCING ACTIVITIES............................................ (7,037) (16,431)
---------- ----------
DECREASE IN CASH AND CASH EQUIVALENTS................................................. (10,355) (6,307)
Beginning cash and cash equivalents................................................... 42,199 40,078
---------- ----------
ENDING CASH AND CASH EQUIVALENTS...................................................... $ 31,844 $ 33,771
---------- ----------
---------- ----------

See notes to consolidated financial statements.

F-28

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1994
(UNAUDITED)

NOTE A -- SUBSEQUENT EVENT
On October 19, 1994, International Controls Corp. ("ICC") changed its name
and its jurisdiction of incorporation through a merger into its wholly-owned
subsidiary, Great Dane Holdings Inc. (the "Company"), a Delaware corporation.
Each of the outstanding shares of common stock of ICC was converted into a pro
rata portion of 1,000 shares of common stock, $1 par value per share, of the
Company. As a result of the above, the Company has 3,000 shares of $1 par value
common stock authorized and 1,000 shares issued and outstanding. On November 16,
1994, the Company's Board of Directors approved a resolution, subject to
shareholder approval, to be effective prior to the consummation of an initial
public offering, increasing the number of authorized shares of common stock to
50 million, reducing the par value to $0.01 per share and splitting the shares
16,800 for 1. This resolution also authorized, subject to shareholder approval,
5 million shares of $1 par value preferred stock. All share and per share data
and affected amounts have been adjusted to reflect these changes as though they
had occurred at the beginning of the earliest period presented.

NOTE B -- BASIS OF PRESENTATION
The accompanying consolidated financial statements of the Company have been
prepared in accordance with generally accepted accounting principles for interim
financial information, the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In Management's opinion, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the nine months ended September 30, 1994,
are not necessarily indicative of the results that may be expected for the year
ending December 31, 1994. For further information, refer to the audited
consolidated financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the year ended December 31, 1993.

NOTE C -- PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Great Dane
Holdings Inc. and its subsidiaries, including Checker Motors Co., L.P. (the
"Partnership") and the Partnership's wholly-owned subsidiaries, including
American Country Insurance Company ("Insurance Subsidiary" or "Country").

NOTE D -- INVENTORIES
Inventories are summarized below (dollars in thousands):

DECEMBER 31, SEPTEMBER 30,
1993 1994
-------------- --------------

Raw materials and supplies................................ $ 53,105 $ 60,898
Work-in-process........................................... 10,956 20,779
Finished goods............................................ 30,051 18,992
-------------- --------------
$ 94,112 $ 100,669
-------------- --------------
-------------- --------------

NOTE E -- INCOME TAXES
The Company's estimated effective tax rate differs from the statutory rate
because of state income taxes as well as the impact of the reporting of certain
income and expense items in the financial statements which are not taxable or
deductible for income tax purposes. The values of assets and liabilities
acquired in a transaction accounted for as a purchase are recorded at estimated
fair values which result in an increase in the net asset value over the tax
basis for such net assets.

F-29

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1994
(UNAUDITED)

NOTE F -- ACCOUNTING CHANGES
Effective January 1, 1994, the Company adopted the provisions of Statement
of Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." In accordance with this statement,
prior period financial statements have not been restated to reflect the change
in accounting principle. The opening balance of total shareholders' deficit was
decreased by $1.4 million (net of $0.8 million in deferred income taxes) to
reflect the net unrealized holding gains on securities classified as
available-for-sale previously carried at amortized cost or lower of cost or
market.

Effective January 1, 1994, the Company adopted the provisions of SFAS No.
112, "Employers' Accounting for Postemployment Benefits." The adoption of this
SFAS did not affect net income. In accordance with this Statement, prior period
financial statements have not been restated to reflect the change in accounting
principle.

Effective January 1, 1993, the Company adopted the provisions of SFAS No.
106, "Employers' Accounting for Postretirement Benefits Other Than Pensions."
The Company recorded a charge of $29.7 million (net of taxes of $16.5 million),
or $1.78 per share, during the quarter ended March 31, 1993 to reflect the
cumulative effect of this change in accounting principle.

Effective January 1, 1993, the Company adopted the provisions of SFAS No.
109, "Accounting for Income Taxes." The Company recorded a charge of $16.9
million, or $1.00 per share, during the quarter ended March 31, 1993, to reflect
the cumulative effect of this change in accounting principle.

Effective January 1, 1993, the Company adopted the provisions of SFAS No.
113, "Accounting and Reporting for Reinsurance of Short Duration and Long
Duration Contracts". Because of the type of insurance contracts the Company's
Insurance Subsidiary provides, the adoption of this statement had no impact on
earnings; however, it requires the disaggregation of various balance sheet
accounts.

NOTE G -- CONTINGENCIES
On February 8, 1989, the Boeing Company ("Boeing") filed a lawsuit naming
the Company, together with three prior subsidiaries of the Company, as
defendants in Case No. CV89-119MA, United States District Court for the District
of Oregon. In that lawsuit, Boeing sought damages and declaratory relief for
past and future costs resulting from alleged groundwater contamination at a
location in Gresham, Oregon, where the three prior subsidiaries of the Company
formerly conducted business operations. On December 22, 1993, the Company
entered into a settlement with Boeing, settling all claims asserted by Boeing in
the lawsuit. Pursuant to the settlement terms, the Company will pay Boeing $12.5
million over the course of five years, at least $5 million of which has been
committed by certain insurance companies in the form of cash or irrevocable
letters of credit. In accordance with the settlement agreement, Boeing's claims
against the Company and the three former subsidiaries have been dismissed with
prejudice and Boeing has released and indemnified the Company with respect to
certain claims. The Company recorded a $7.5 million pre-tax special charge in
connection with this matter.

On March 4, 1992, Checker received notice that the Insurance Commissioner of
the State of California, as Conservator and Rehabilitator of Executive Life
Insurance Company of California ("ELIC"), a limited partner of the Partnership,
had filed an Amendment to the Application for Order of Conservation filed in
Superior Court of the State of California for the County of Los Angeles (the
"Court"). The amendment seeks to add to the Order, dated April 11, 1991,
Checker, the Partnership and Checker Holding Corp. III ("Holding III"), a
limited partner of the Partnership. The amendment alleges that the action by
Checker invoking provisions of the Partnership Agreement that alter ELIC's
rights in the Partnership upon the occurrence of certain events is improper and
constitutes an impermissible forfeiture of ELIC's interest in the Partnership
and a breach of fiduciary duty to ELIC. The amendment seeks (a) a declaration of
the rights of the parties in the Partnership and (b) damages in an unspecified
amount. The Partnership believes that it has meritorious defenses to the claims
of ELIC. On April 15, 1994, the

F-30

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1994
(UNAUDITED)

NOTE G -- CONTINGENCIES (CONTINUED)
Company and the Conservator entered into a letter agreement pursuant to which
the Company agreed to purchase ELIC's interest in the Partnership for $37
million. The letter agreement has been approved by the Court. If the purchase
has not been consummated prior to January 21, 1995, ELIC will be readmitted as a
partner. If ELIC was readmitted as a partner, minority interest would have been
approximately $3.0 million higher as of September 30, 1994, as a result of a
corresponding charge to minority equity in the income statement.

F-31

- -------------------------------------------
-------------------------------------------
- -------------------------------------------
-------------------------------------------

NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON OR BY ANYONE IN ANY
JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.

--------------

TABLE OF CONTENTS

PAGE
----

Prospectus Summary............................. 3
Risk Factors................................... 9
Use of Proceeds................................ 11
Dividend Policy................................ 12
Capitalization................................. 13
Dilution....................................... 14
Selected Consolidated Financial Data........... 15
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 16
Business....................................... 20
Management..................................... 33
Certain Relationships and Related
Transactions.................................. 41
Ownership of Common Stock...................... 41
Description of Capital Stock................... 42
Shares Eligible for Future Sale................ 43
Underwriting................................... 44
Legal Matters.................................. 45
Experts........................................ 45
Available Information.......................... 45
Index to Financial Statements.................. F-1

5,700,000 SHARES

GREAT DANE
HOLDINGS INC.

COMMON STOCK

-------------

PROSPECTUS
-------------

ALEX. BROWN & SONS
INCORPORATED

SMITH BARNEY INC.

, 1994

- -------------------------------------------
-------------------------------------------
- -------------------------------------------
-------------------------------------------

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Registration Fee................................................. $ 33,906
NASD Filing Fee.................................................. 10,333
Listing Fees..................................................... 50,000
Legal Fees and Expenses..........................................
Blue Sky Fees and Expenses.......................................
Accounting Fees and Expenses.....................................
Printing and Engraving Expenses..................................
Transfer Agent and Registrar Fees................................
Miscellaneous....................................................
---------
Total........................................................ $
---------
---------

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law ("DGCL") and Article
EIGHTH of the Certificate of Incorporation of Holdings provide for
indemnification of the directors and officers of the Registrant in a variety of
circumstances which may include liabilities under the Securities Act of 1933, as
amended (the "Act").

Article EIGHTH of the Certificate of Incorporation of Holdings provides:

EIGHTH. Any person who was or is a party or is threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (whether or not by or in the right of the
Corporation) by reason of the fact that he is or was a director, officer,
incorporator, employee, or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, incorporator,
employee, partner, trustee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise (including an employee benefit
plan), shall be entitled to be indemnified by the Corporation to the full
extent then permitted by law against expenses (including counsel fees and
disbursements), judgments, fines (including excise taxes assessed on a
person with respect to an employee benefit plan), and amounts paid in
settlement incurred by him in connection with such action, suit, or
proceeding. Such right of indemnification shall inure whether or not the
claim asserted is based on matters which antedate the adoption of this
Article EIGHTH. Such right of indemnification shall continue as to a person
who has ceased to be a director, officer, incorporator, employee, partner,
trustee, or agent and shall inure to the benefit of the heirs and personal
representatives of such a person. The indemnification provided by this
Article EIGHTH shall not be deemed exclusive of any other rights which may
be provided now or in the future under any provision currently in effect or
hereafter adopted of the By-laws, by any agreement, by vote of stockholders,
by resolution of disinterested directors, by provision of law, or otherwise.

The general effect of the provisions in the Holdings' Certificate of
Incorporation and the DGCL is to provide that Holdings shall indemnify its
directors and officers against all liabilities and expenses actually and
reasonably incurred in connection with the defense or settlement of any judicial
or administrative proceedings in which they have become involved by reason of
their status as corporate directors or officers, if they acted in good faith and
in the reasonable belief that their conduct was neither unlawful (in the case of
criminal proceedings) nor inconsistent with the best interests of Holdings. With
respect to legal proceedings by or in the right of Holdings in which a director
or officer is adjudged liable for improper performance of his duty to Holdings
or another enterprise which such person served in a similar capacity at the
request of Holdings, indemnification is limited by such provisions to that
amount which is permitted by the court.

II-1

In addition, the Company and/or its subsidiaries have entered into
employment agreements with David R. Markin, Jay H. Harris, Willard R. Hillebrand
and Jeffrey Feldman which require the Company to indemnify Messrs. Markin,
Harris and Feldman against certain liabilities that may arise by reason of their
status or service as directors or officers of, or consultants to, the Company or
its subsidiaries (other than liabilities arising from gross negligence or
willful misconduct) to the full extent permitted by law. Holdings has also
entered into indemnification agreements with its officers and directors.

[Reference is made to Section of the Underwriting Agreement, a copy of
which is filed as Exhibit 1.1 hereto, which provides for indemnification of the
directors and officers of the Registrant who sign the Registration tatement by
the Underwriters against certain liabilities, including those arising under the
Securities Act, in certain circumstances.]

ITEM 15. RECENT ISSUANCES OF UNREGISTERED SECURITIES.

In October 1994 International Controls Corp., a Florida corporation
("International Controls") merged with and into the Registrant, its wholly-owned
subsidiary for the purpose of reincorporating in Delaware. Each share of common
stock held by the four shareholders of International Controls was cancelled and
converted into the right to receive a pro rata portion of the 1,000 shares of
Common Stock of the Registrant then outstanding. Prior to consummation of this
offering, each share of Common Stock of the Registrant will be split 16,800 for
1, resulting in 16,800,000 shares outstanding prior to the Offering.

The issuances referenced were not sales of securities, but if characterized
as sales, would be entitled to the exemption from registration set forth in
Section 4(2) of the Securities Act relating to sales not involving a public
offering.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

EXHIBIT
NO. DESCRIPTION
- --------- ---------------------------------------------------------------------------------------------------

II-2

EXHIBIT
NO. DESCRIPTION
- --------- ---------------------------------------------------------------------------------------------------

4.7 Agreement to furnish additional documents upon request by the Securities and Exchange Commission
(incorporated herein by reference to Exhibit 4.3 to International Controls' Annual Report on Form
10-K for the year ended December 31, 1989 (the "1989 10-K")).
5.1 Opinion of Hutton Ingram Yuzek Gainen Carroll & Bertolotti regarding the legality of the securities
being registered.*
10.1 Amended and Restated Agreement of Limited Partnership of Checker L.P. (incorporated herein by
reference to Exhibit 10.17 to the 1989 10-K).
10.2 Amendment, dated July 28, 1989, to Amended and Restated Agreement of Limited Partnership of Checker
L.P. (incorporated herein by reference to Exhibit 19.1 to International Controls' Annual Report on
Form 10-K for the year ended December 31, 1991 (the "1991 10-K")).
10.3 Amendment, dated June 25, 1991, to Amended and Restated Agreement of Limited Partnership of Checker
L.P. (incorporated herein by reference to Exhibit 19.2 to the 1991 10-K).
10.4 Amended and Restated Employment Agreement, dated as of November 1, 1985, between Checker L.P. (as
successor to Motors) and David R. Markin ("Markin Employment Agreement") (incorporated herein by
reference to Exhibit 10.18 to the 1989 10-K).
10.5 Amendment, dated as of March 4, 1992, to Markin Employment Agreement (incorporated herein by
reference to Exhibit 10.3 to the 1991 10-K).
10.6 Extension, dated July 12, 1993, of Markin Employment Agreement (incorporated herein by reference to
Exhibit 10.6 of International Controls' Annual Report on Form 10-K for the year ended December 31,
1993 (the "1993 10-K")).
10.7 Amended and Restated Employment Agreement, dated as of June 1, 1992, between Checker L.P. and
Jeffrey Feldman (incorporated herein by reference to Exhibit 28.2 of International Controls'
Quarterly Report on Form 10-Q for the quarter ended June 30, 1992 (the "June 1992 10-Q").
10.8 Stated Benefit Salary Continuation Agreement (incorporated herein by reference to Exhibit 10.21 to
the 1989 10-K).
10.9 Employment Agreement, dated as of July 1, 1992, between International Controls and Jay H. Harris
(incorporated herein by reference to Exhibit 28.1 to the June 1992 10-Q) (the "Harris Employment
Agreement").
10.10 Amendment, dated April 6, 1994, to Harris Employment Agreement.**
10.11 Loan and Guaranty Agreement, dated September 17, 1992, by and among Checker L.P., Motors, SCSM and
NBD Bank, N.A. (the "Loan Agreement") (incorporated herein by reference to Exhibit 28.1 to
International Controls' Quarterly Report on Form 10-Q for the quarter ended September 30, 1992
(the "September 1992 10-Q")).
10.12 First Amendment, dated as of November 1, 1993, to the Loan Agreement.**
10.13 Credit and Guaranty Agreement, dated as of August 1, 1989, by and among SCSM, Motors, Checker L.P.
and NBD Bank, N.A. (the "Credit Agreement") (incorporated herein by reference to Exhibit 10.10 to
the 1992 10-K).
10.14 First Amendment, dated as of June 1, 1990, to the Credit Agreement (incorporated herein by
reference to Exhibit 10.11 of the 1992 10-K).
10.15 Second Amendment, dated as of January 2, 1991, to the Credit Agreement (incorporated herein by
reference to Exhibit 10.12 of the 1992 10-K).
10.16 Third Amendment, dated as of November 1, 1993, to the Credit Agreement.**

II-3

EXHIBIT
NO. DESCRIPTION
- --------- ---------------------------------------------------------------------------------------------------

10.17 Supplemental Agreement, dated as of April 20, 1992, among SCSM, Motors, Checker L.P. and NBD Bank,
N.A. (incorporated herein by reference to Exhibit 10.13 of the 1992 10-K).
10.18 Second Supplemental Agreement, dated as of September 17, 1992, among SCSM, Motors, Checker L.P. and
NBD Bank, N.A. (incorporated herein by reference to Exhibit 28.2 of the June 1991 10-Q).
10.19 Lease, dated December 1, 1988, between SCSM and Park Corporation (incorporated herein by reference
to Exhibit 10.25 to the 1989 10-K).
10.20 Loan and Security Agreement dated as of March 21, 1990, by and among Great Dane, Great Dane
Trailers Nebraska, Inc., Great Dane Trailers Tennessee, Inc., Great Dane Los Angeles, Inc.,
certain lending institutions and Security Pacific Business Credit Inc., as Agent (the "Security
Pacific Agreement") (incorporated herein by reference to Exhibit 10.26 to the 1989 10-K).
10.21 First Amendment, dated as of March 30, 1990, to the Security Pacific Agreement (incorporated herein
by reference to Exhibit 19.3 to the 1991 10-K).
10.22 Second Amendment, dated as of April 30, 1990, to the Security Pacific Agreement (incorporated
herein by reference to Exhibit 19.4 to the 1991 10-K).
10.23 Third Amendment, dated as of August 14, 1990, to the Security Pacific Agreement (incorporated
herein by reference to Exhibit 19.5 to the 1991 10-K).
10.24 Fourth Amendment, dated as of February 28, 1991, to the Security Pacific Agreement (incorporated
herein by reference to Exhibit 19.6 to the 1991 10-K).
10.25 Waiver and Fifth Amendment, dated as of September 3, 1991, to the Security Pacific Agreement
(incorporated herein by reference to Exhibit 19.7 to the 1991 10-K).
10.26 Waiver, Consent and Sixth Amendment, dated April 30, 1992, to the Security Pacific Agreement
(incorporated herein by reference to Exhibit 28 to International Controls' Quarterly Report on
Form 10-Q for the quarter ended March 31, 1992).
10.27 Seventh Amendment, dated as of July 10, 1992, to the Security Pacific Agreement (incorporated
herein by reference to the June 1992 10-Q).
10.28 Eighth Amendment, dated as of February 19, 1993, to the Security Pacific Agreement (incorporated
herein by reference to Exhibit 10.24 of the 1992 10-K).
10.29 Waiver, Consent and Ninth Amendment, dated March 26, 1993, to the Security Pacific Agreement
(incorporated herein by reference to Exhibit 10.29 of the 1992 10-K).
10.30 Tenth Amendment, dated as of November 29, 1993, to the Security Pacific Agreement.**
10.31 Eleventh Amendment, dated as of March 11, 1994, to the Security Pacific Agreement (incorporated
herein by reference to Exhibit 10.1 to International Controls' Quarterly Report on Form 10-Q for
the quarter ended March 31, 1994).
10.32 Assumption Agreement dated as of August 1, 1989, by and between Motors and the West Virginia
Economic Development Authority (incorporated herein by reference to Exhibit 10.12 to International
Controls' Annual Report on Form 10-K for the year ended December 31, 1990).
10.33 Agreement, dated as of September 1, 1991, between Checker L.P. and Jerry E. Feldman (incorporated
herein by reference to Exhibit 10.12 to the 1991 10-K).
10.34 Form of Checker Motors Corporation Excess Benefit Retirement Plan, effective January 1, 1983
(incorporated herein by reference to Exhibit 19.9 to the 1991 10-K).
10.35 Amended and Restated License Agreement, dated December 30, 1992, between Motors and Checker Taxi
Association, Inc. (incorporated herein by reference to Exhibit 10.28 of the 1992 10-K).

II-4

EXHIBIT
NO. DESCRIPTION
- --------- ---------------------------------------------------------------------------------------------------

10.36 Employment Agreement, dated as of January 1, 1994, between Holdings and David R. Markin.**
10.37 Employment Agreement, dated as of November 4, 1991, between Great Dane and Willard R. Hildebrand.**
10.38 Settlement Agreement, dated as of June 21, 1994, among John Garamendi, as Insurance Commissioner of
the State of California, Base Assets Trust, Checker L.P., Motors, Checker Holding Corp. III and
Holdings.**
10.39 Form of Indemnification Agreement.**
10.40 Sale, Installation and Technical Assistance Agreement, dated November 14, 1983, between Graaff KG
and Great Dane Trailers, Inc.**
10.41 Form of Great Dane Trailers, Inc. Supplemental Retirement Income Plan, effective January 1, 1994.**
10.42 [Intentionally Left Blank]
10.43 Amended and Restated Operating Agreement, dated as of August 31, 1988, between Associates
Commercial Corporation (as successor to Great Dane Finance Company) and Great Dane Trailers, Inc.
(the "Associates Agreement").**
10.44 Amendment, dated February 7, 1994, to the Associates Agreement.**
10.45 Amendment, dated May 18, 1994, to the Associates Agreement.**
21.1 Subsidiaries of Registrant.**
23.1 Consent of Ernst & Young LLP.**
23.2 Consent of Hutton Ingram Yuzek Gainen Carroll & Bertolotti -- see Exhibit 5.1.
24.1 Power of Attorney (appears on signature page of this Registration Statement).
27.1 Financial Data Schedule.**
28.1 Schedule P of Annual Statements provided by Country to Illinois Regulatory Authorities
(incorporated herein by reference to Exhibit 28.1 of Registrant's Registration of Securities of
Successor Issues on Form 8-B filed with the Commission on October 24, 1994).
<FN>
- --------------
* To be filed by amendment
** Filed herewith

(b) Financial Statement Schedules

The following financial statement schedules are filed as part of the
Registration Statement:

Report of Independent Auditors -- Great Dane Holdings Inc...................................... S-2
Schedule I -- Marketable Securities -- Other Investments............................ S-3
Schedule II -- Amounts Receivable from Related Parties and Underwriters, Promoters
and Employees Other Than Related Parties.............................. S-6
Schedule III -- Condensed Financial Information of Registrant......................... S-7
Schedule IV -- Indebtedness of and to Related Parties -- Not Current................. S-10
Schedule -- Valuation and Qualifying Accounts.....................................
VIII S-11
Schedule IX -- Short-Term Borrowings................................................. S-12
Schedule X -- Supplemental Income Statement Information............................. S-13
Schedule XIV -- Supplemental Information Concerning Property-Casualty Insurance
Operations............................................................ S-14

II-5

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes as follows:

(a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.

(b) (1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the Registrant
pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities
Act shall be deemed to be part of this registration statement as of
the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, on November 17, 1994.

GREAT DANE HOLDINGS INC.

By: ________/s/_DAVID R. MARKIN_______
David R. Markin,
President and Chief Executive
Officer

Executed in City of New York,
State of New York

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints each of the other persons whose signature appears
below and Jay H. Harris and each of them, with the power to act without the
others, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, the Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

GREAT DANE HOLDINGS INC.:

/s/ALLAN R. TESSLER Chairman of the Board November 17, 1994
Allan R. Tessler

/s/DAVID R. MARKIN President, Chief Executive November 17, 1994
David R. Markin Officer and Director
(Principal Executive
Officer)

/s/MARLAN R. SMITH Treasurer (Principal November 17, 1994
Marlan R. Smith Financial and Accounting
Officer)

/s/MARTIN L. SOLOMON Vice Chairman of the Board November 17, 1994
Martin L. Solomon and Secretary

/s/WILMER J. THOMAS, JR. Vice Chairman of the Board November 17, 1994
Wilmer J. Thomas, Jr.

II-7

INDEX TO FINANCIAL STATEMENT SCHEDULES
COVERED BY REPORTS OF INDEPENDENT AUDITORS

Report of Independent Auditors -- Great Dane Holdings Inc...................................... S-2
Schedule I -- Marketable Securities -- Other Investments........................... S-3
Schedule II -- Amounts Receivable from Related Parties and Underwriters, Promoters
and Employees Other Than Related Parties............................. S-6
Schedule III -- Condensed Financial Information of Registrant........................ S-7
Schedule IV -- Indebtedness of and to Related Parties -- Not Current................ S-10
Schedule VIII -- Valuation and Qualifying Accounts.................................... S-11
Schedule IX -- Short-Term Borrowings................................................ S-12
Schedule X -- Supplementary Income Statement Information........................... S-13
Schedule XIV -- Supplemental Information Concerning Property -- Casualty Insurance
Operations........................................................... S-14

All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore, have been omitted.

S-1

The following report is in the form that will be signed upon the completion of
the 16,800 to 1 stock split as described in Note Q to the consolidated financial
statements.

ERNST & YOUNG LLP

Kalamazoo, Michigan
November 16, 1994

REPORT OF INDEPENDENT AUDITORS

Board of Directors
Great Dane Holdings Inc.

We have audited the consolidated financial statements of Great Dane Holdings
Inc. (formerly International Controls Corp.) and subsidiaries as of December 31,
1993 and 1992, and for each of the three years in the period ended December 31,
1993, and have issued our report thereon dated March 1, 1994, except for Note Q
as to which the date is November 16, 1994 (included elsewhere in this
Registration Statement). Our audits also included the financial statement
schedules listed in Item 16(b) of this Registration Statement. These schedules
are the responsibility of the Company's management. Our responsibility is to
express an opinion based on our audits.

In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly in all material respects the information set forth therein.

Kalamazoo, Michigan
March 1, 1994, except for Note Q as to
which the date is November 16, 1994

S-2

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
SCHEDULE I -- MARKETABLE SECURITIES -- OTHER INVESTMENTS
DECEMBER 31, 1993
(DOLLARS IN THOUSANDS)

COL. A COL. B COL. C COL. D COL. E
- ------------------------------------------------ ----------------- ----------- ----------- ----------------
AMOUNT AT WHICH
EACH PORTFOLIO
OF EQUITY
NUMBER OF SECURITY
SHARES OR MARKET ISSUES AND EACH
UNITS -- VALUE OF OTHER SECURITY
PRINCIPAL EACH ISSUE ISSUE CARRIED IN
AMOUNT OF COST OF AT BALANCE THE BALANCE
NAME OF ISSUER AND TITLE OF EACH ISSUE BONDS AND NOTES EACH ISSUE SHEET DATE SHEET
- ------------------------------------------------ ----------------- ----------- ----------- ----------------

FIXED MATURITIES:
U. S. Government obligations.................. $ 7,320 $ 7,267 $ 7,559 $ 7,276

Obligations of various state and territorial
possessions.................................. 1,920 1,911 1,959 1,920

Obligations of political subdivisions of
states....................................... 10,745 10,748 11,064 10,760

Special revenue obligations of political
subdivisions of states....................... 9,290 9,313 9,522 9,304

Public utility obligations:
American Telephone & Telegraph.............. 850 835 907 837
Bell South Telecom, Inc..................... 1,000 1,004 1,050 1,003
Chesapeake & Potomac Telephone &
Telegraph.................................. 532 450 543 455
Citizen Utilities........................... 500 499 550 499
Consolidated Edison......................... 550 547 563 548
Illinois Bell Telephone Company............. 300 287 306 288
National Rural Utilities.................... 400 403 400 400
New England Telephone & Telegraph........... 400 419 404 419
New York Telephone Company.................. 400 382 412 383
Northern Telecom, Ltd....................... 350 357 340 356
Oklahoma Gas & Electric..................... 525 514 560 519
Pacific Bell................................ 500 491 500 492
Pacific Gas & Electric...................... 700 696 728 696
Potomac Electric Power Company.............. 350 343 396 345
Southwestern Bell Telephone Company......... 550 550 528 550
Miscellaneous other public utility
obligations................................ 2,036 1,931 2,128 1,956
----------- ----------- --------
Total public utility obligations.............. $ 9,708 $ 10,315 $ 9,746
Industrial and miscellaneous corporate
obligations:
Anheuser Busch Company, Inc................. 350 366 403 363
Associates Corporation of North America..... 755 770 762 759
Banc One Corporation........................ 340 343 412 342
Bank America Corporation.................... 850 881 917 878
Bankers Trust of New York................... 500 496 531 497
B. P. America............................... 550 566 629 562
Cargill Inc................................. 300 302 366 301
Chevron Capital USA, Inc.................... 350 339 382 344
Citicorp.................................... 400 400 405 400

S-3

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
SCHEDULE I -- MARKETABLE SECURITIES -- OTHER INVESTMENTS -- CONTINUED
DECEMBER 31, 1993
(DOLLARS IN THOUSANDS)

FIXED MATURITIES -- Continued
Industrial and miscellaneous corporate
obligations -- Continued:
Coca Cola Enterprises....................... $ 500 $ 497 $ 523 $ 498
Comerica Bank -- Detroit.................... 500 500 509 500
Commercial Credit Group, Inc................ 450 442 466 449
Corestate Capital Corp...................... 300 298 303 298
Dow Capital Corporation..................... 350 350 357 350
Dow Chemical Company........................ 400 399 480 399
E. I. DuPont DeNemours & Company............ 700 658 751 666
Eastman Kodak Company....................... 450 451 494 451
Enhance Financial Services.................. 900 900 900 900
European Investment Bank.................... 300 303 303 303
Ford Motor Credit Corporation............... 750 749 779 751
Gannett Inc. Notes.......................... 500 500 490 500
General Electric Capital Corporation........ 1,350 1,454 1,395 1,350
General Electric Credit Corp................ 500 500 500 500
General Motors Acceptance Corporation....... 500 496 575 497
General Motors Corporation.................. 300 300 306 300
H. J. Heinz Company......................... 500 499 510 499
Hertz Corporation........................... 300 300 315 300
IBM Credit Corporation...................... 300 304 301 304
IBM Corporation............................. 500 496 525 497
ICI Wilmington, Inc......................... 300 309 321 306
ITT Financial Corporation................... 400 404 416 400
J. P. Morgan & Co........................... 700 721 770 712
The Limited Corporation..................... 650 652 748 652
Marathon Oil Company........................ 600 602 606 600
Matsushita Electric Inc., Ltd............... 400 400 424 400
MBIA Inc.................................... 450 443 495 443
Merrill Lynch & Co.......................... 300 296 309 299
Motorola, Inc............................... 300 300 357 300
Natwest Capital Corporation................. 300 320 363 318
Pepsico, Inc................................ 950 944 1,034 945
Phillip Morris & Co., Inc................... 1,450 1,450 1,548 1,450
Pitney Bowes Credit Corporation............. 377 379 420 373
Ralston Purina Company...................... 500 501 540 500
Republic National Bank, New York............ 500 499 505 499
Salomon, Inc................................ 500 502 554 501
Seagram, Joseph E., & Sons.................. 750 768 815 757
Sears Roebuck & Co.......................... 500 530 500 500

S-4

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
SCHEDULE I -- MARKETABLE SECURITIES -- OTHER INVESTMENTS -- CONTINUED
DECEMBER 31, 1993
(DOLLARS IN THOUSANDS)

FIXED MATURITIES -- Continued
Industrial and miscellaneous corporate
obligations -- Continued:
Shearson Lehman Bros. Bldgs. Inc.............. $ 350 $ 350 $ 350 $ 350
Suntrust Bank, Inc............................ 300 304 309 301
Texaco Capital, Inc........................... 450 451 495 450
The Funding Corporation....................... 400 409 424 403
United States Banknote Corp................... 300 300 300 300
United Technologies........................... 300 304 327 302
USX Corporation............................... 400 405 372 405
Wal Mart Stores, Inc.......................... 1,150 1,154 1,250 1,155
Witco Corporation............................. 500 489 575 489
Xerox Credit Corporation...................... 439 422 469 427
Miscellaneous other industrial and
miscellaneous corporate obligations.......... 8,913 9,068 9,641 8,928
----------- ----------- --------
TOTAL INDUSTRIAL AND MISCELLANEOUS CORPORATE
OBLIGATIONS.................................... 38,535 40,826 38,223
----------- ----------- --------
TOTAL FIXED MATURITIES.......................... $ 77,482 $ 81,245 $ 77,229
EQUITY SECURITIES:
Banks, trusts and insurance companies
preferred stock.............................. 85,000 shares $ 2,136 $ 2,221 $ 2,221
Public utilities preferred stock.............. 45,340 shares 1,545 1,637 1,637
Industrial and miscellaneous preferred
stock........................................ 127,314 shares 3,559 3,601 3,601
Public utilities common stock................. 534,400 shares 1,401 1,536 1,536
Banks, Trusts and Insurance Companies Common
Stocks....................................... 24,547 shares 599 537 537
Industrial and miscellaneous common stock..... 133,951 shares 4,296 4,077 4,077
----------- ----------- --------
TOTAL EQUITY SECURITIES......................... 13,536 13,609 13,609
----------- ----------- --------
TOTAL INVESTMENTS............................... $ 91,018 $ 94,853 $ 90,838
----------- ----------- --------
----------- ----------- --------

S-5

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
SCHEDULE II -- AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS,
PROMOTERS, AND EMPLOYEES OTHER THAN RELATED PARTIES
(DOLLARS IN THOUSANDS)

COL. A COL. B COL. C COL. D COL. E
- --------------------------------------- ----------- ----------- -------------------------------- ----------------------------
DEDUCTIONS BALANCE AT END OF PERIOD
--------------------------------
BALANCE AT (1) (2) ----------------------------
BEGINNING AMOUNTS AMOUNTS WRITTEN (1) (2)
NAME OF DEBTOR OF PERIOD ADDITIONS COLLECTED OFF CURRENT NOT CURRENT
- --------------------------------------- ----------- ----------- --------------- --------------- ----------- ---------------

YEAR ENDED DECEMBER 31, 1991
David R. Markin (1).................. $ 124 $ 0 $ 0 $ 0 $ 0 $ 124
Allan R. Tessler (1)................. 167 0 0 0 0 167
Wilmer J. Thomas, Jr. (1)............ 167 0 0 0 0 167
Martin L. Solomon (1)................ 167 0 0 0 0 167
-- --
----------- ----- ----- -----
$ 625 $ 0 $ 0 $ 0 $ 0 $ 625
-- --
-- --
----------- ----- ----- -----
----------- ----- ----- -----
YEAR ENDED DECEMBER 31, 1992
David R. Markin (1).................. $ 124 $ 0 $ 0 $ 0 $ 0 $ 124
Allan R. Tessler (1)................. 167 0 0 0 0 167
Wilmer J. Thomas, Jr. (1)............ 167 0 0 0 0 167
Martin L. Solomon (1)................ 167 0 0 0 0 167
King Cars, Inc. (2).................. 0 398 0 0 398 0
-- --
----------- ----- ----- -----
$ 625 $ 398 $ 0 $ 0 $ 398 $ 625
-- --
-- --
----------- ----- ----- -----
----------- ----- ----- -----
YEAR ENDED DECEMBER 31, 1993
David R. Markin (1).................. $ 124 $ 0 $ 0 $ 0 $ 0 $ 124
Allan R. Tessler (1)................. 167 0 0 0 0 167
Wilmer J. Thomas, Jr. (1)............ 167 0 0 0 0 167
Martin L. Solomon (1)................ 167 0 0 0 0 167
King Cars, Inc. (2).................. 398 24 0 0 422 0
-- --
----------- ----- ----- -----
$ 1,023 $ 24 $ 0 $ 0 $ 422 $ 625
-- --
-- --
----------- ----- ----- -----
----------- ----- ----- -----
<FN>
- --------------
(1) Obligation is non-interest bearing demand obligation.

(2) Obligation is a promissory note due on December 31, 1994, bearing a 6.5%
interest rate.

S-6

GREAT DANE HOLDINGS INC.
SCHEDULE III -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED BALANCE SHEETS
(DOLLARS IN THOUSANDS)

DECEMBER 31,
--------------------------
1992 1993
------------ ------------

Assets:
Cash and cash equivalents........................................................ $ 4,930 $ 1,468
Accounts receivable.............................................................. 107 566
Other current assets............................................................. 3,734 4,345
------------ ------------
Total Current Assets........................................................... 8,771 6,379
Intercompany accounts with subsidiaries.......................................... 9,657 --
Investments in subsidiaries...................................................... 110,308 91,388
Other assets..................................................................... 12,430 16,331
------------ ------------
Total Assets....................................................................... $ 141,166 $ 114,098
------------ ------------
------------ ------------

Liabilities and Shareholders' Deficit:
Accounts payable................................................................. $ 143 $ 34
Income taxes payable (recoverable)............................................... 8,442 (1,702)
Accrued compensation............................................................. 256 256
Accrued interest................................................................. 11,467 11,468
Other accrued liabilities........................................................ 3,340 9,565
------------ ------------
Total Current Liabilities...................................................... 23,648 19,621
Long-term debt................................................................... 204,360 205,732
Other noncurrent liabilities..................................................... 19,486 31,713
Intercompany accounts with subsidiaries.......................................... -- 6,622

Shareholders' deficit:
Common stock................................................................... 168 168
Paid-in capital................................................................ 14,832 14,832
Retained earnings (deficit).................................................... 7,045 (36,217)
Amount paid in excess of Checker's net assets.................................. (127,748) (127,748)
Notes receivable from shareholders............................................. (625) (625)
------------ ------------
Total Shareholders' Deficit.................................................... (106,328) (149,590)
------------ ------------
Total Liabilities and Shareholders' Deficit........................................ $ 141,166 $ 114,098
------------ ------------
------------ ------------

S-7

GREAT DANE HOLDINGS INC.
SCHEDULE III -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT -- CONTINUED
CONDENSED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)

YEAR ENDED DECEMBER 31,
----------------------------------
1991 1992 1993
---------- ---------- ----------

Selling, general and administrative expenses................................ $ (4,398) $ (4,396) $ (4,646)
Interest expense............................................................ (32,018) (30,138) (30,216)
Equity in earnings of subsidiaries.......................................... 166 14,959 29,376
Other income (expense)...................................................... 857 (99) 211
Special charge.............................................................. -- -- (7,500)
Intercompany income:
Corporate charges......................................................... 1,008 1,008 1,008
Interest.................................................................. 394 305 --
---------- ---------- ----------
Loss before income taxes, extraordinary items and
accounting changes......................................................... (33,991) (18,361) (11,767)
Income tax benefit.......................................................... 6,985 10,806 15,131
---------- ---------- ----------
Income (loss) before extraordinary items and accounting changes............. (27,006) (7,555) 3,364
Extraordinary items, net of income taxes.................................... 31,188 -- --
---------- ---------- ----------
Income (loss) before accounting changes..................................... 4,182 (7,555) 3,364
Accounting changes.......................................................... -- -- (46,626)
---------- ---------- ----------
Net Income (Loss)........................................................... $ 4,182 $ (7,555) $ (43,262)
---------- ---------- ----------
---------- ---------- ----------

S-8

GREAT DANE HOLDINGS INC.
SCHEDULE III -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT -- CONTINUED
CONDENSED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)

YEAR ENDED DECEMBER 31,
----------------------------------
1991 1992 1993
---------- ---------- ----------

Net cash flow used in operating activities.................................. $ (25,202) $ (20,973) $ (47,640)
Cash flows from investing activities:
Other..................................................................... (1,456) (334) 5,900
---------- ---------- ----------
Net cash flow provided by (used in) investing activities.................... (1,456) (334) 5,900
Cash flows from financing activities:
Repayments of debt........................................................ (27,187) -- --
Advances from subsidiaries................................................ 52,630 21,284 38,278
---------- ---------- ----------
Net cash flow provided by financing activities.............................. 25,443 21,284 38,278
---------- ---------- ----------
Decrease in cash and cash equivalents....................................... (1,215) (23) (3,462)
Beginning cash and cash equivalents......................................... 6,168 4,953 4,930
---------- ---------- ----------
Ending cash and cash equivalents............................................ $ 4,953 $ 4,930 $ 1,468
---------- ---------- ----------
---------- ---------- ----------

The Registrant's subsidiaries declared dividends totaling $13.1 million in 1991,
$120.9 million in 1992 and $22 million in 1993. These dividends were declared to
offset certain intercompany account balances at the respective dates.

S-9

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
SCHEDULE IV -- INDEBTEDNESS OF AND TO RELATED PARTIES -- NOT CURRENT
(DOLLARS IN THOUSANDS)

COL. A COL. B COL. C COL. D COL. E COL. F COL. G COL. H COL. I
- ------------------------------ ---------- --------- ---------- ------- ---------- --------- ---------- -------
-- INDEBTEDNESS OF -- -- INDEBTEDNESS TO --
------------------------------------------ ------------------------------------------
BALANCE AT BALANCE BALANCE AT BALANCE
NAME OF PERSON BEGINNING ADDITIONS DEDUCTIONS AT END BEGINNING ADDITIONS DEDUCTIONS AT END
- ------------------------------ ---------- --------- ---------- ------- ---------- --------- ---------- -------

YEAR ENDED DECEMBER 31, 1991
David R. Markin............. $ -- $ -- $ -- $ -- $ 7,500 $ -- $ -- $ 7,500
Martin L. Solomon........... -- -- -- -- 7,500 -- -- 7,500
Allan R. Tessler............ -- -- -- -- 7,500 -- -- 7,500
Wilmer J. Thomas, Jr........ -- -- -- -- 7,500 -- -- 7,500
---------- --------- ---------- ------- ---------- --------- ---------- -------
$ -- $ -- $ -- $ -- $ 30,000 $ -- $ -- $30,000
---------- --------- ---------- ------- ---------- --------- ---------- -------
---------- --------- ---------- ------- ---------- --------- ---------- -------
YEAR ENDED DECEMBER 31, 1992
David R. Markin............. $ -- $ -- $ -- $ -- $ 7,500 $ -- $ -- $ 7,500
Martin L. Solomon........... -- -- -- -- 7,500 -- -- 7,500
Allan R. Tessler............ -- -- -- -- 7,500 -- -- 7,500
Wilmer J. Thomas, Jr........ -- -- -- -- 7,500 -- -- 7,500
---------- --------- ---------- ------- ---------- --------- ---------- -------
$ -- $ -- $ -- $ -- $ 30,000 $ -- $ -- $30,000
---------- --------- ---------- ------- ---------- --------- ---------- -------
---------- --------- ---------- ------- ---------- --------- ---------- -------
YEAR ENDED DECEMBER 31, 1993
David R. Markin............. $ -- $ -- $ -- $ -- $ 7,500 $ -- $ -- $ 7,500
Martin L. Solomon........... -- -- -- -- 7,500 -- -- 7,500
Allan R. Tessler............ -- -- -- -- 7,500 -- -- 7,500
Wilmer J. Thomas, Jr........ -- -- -- -- 7,500 -- -- 7,500
---------- --------- ---------- ------- ---------- --------- ---------- -------
$ -- $ -- $ -- $ -- $ 30,000 $ -- $ -- $30,000
---------- --------- ---------- ------- ---------- --------- ---------- -------
---------- --------- ---------- ------- ---------- --------- ---------- -------

NOTE:The above amounts relate to amounts loaned to the Company to complete the
Holding buyout as described in Note A of the notes to consolidated
financial statements.

S-10

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS
(DOLLARS IN THOUSANDS)

COL. A COL. B COL. C COL. D COL. E
- -------------------------------------------- ----------- --------------------------- -------------- -----------
ADDITIONS CHARGED TO:
BALANCE AT --------------------------- BALANCE AT
BEGINNING COST AND OTHER END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS(1) PERIOD
- -------------------------------------------- ----------- -------------- ----------- -------------- -----------
YEAR ENDED DECEMBER 31, 1991:

Deducted from assets:
Allowance for doubtful accounts --
trade.................................. $ 808 $ 210 $ -- $ (412 ) $ 606
----------- ------- ----- -------------- -----------
----------- ------- ----- -------------- -----------
Allowance for doubtful accounts --
finance lease receivables.............. $ 842 $ (7 ) $ 292 $ (183 ) $ 944
----------- ------- ----- -------------- -----------
----------- ------- ----- -------------- -----------
Contract & warranty reserves.............. $ 10,796 $ 1,274 $ -- $ (3,807 ) $ 8,263
----------- ------- ----- -------------- -----------
----------- ------- ----- -------------- -----------
Workers' compensation..................... $ 242 $ 836 $ -- $ (813 ) $ 265
----------- ------- ----- -------------- -----------
----------- ------- ----- -------------- -----------
Claims.................................... $ 2,500 $ 1,047 $ -- $ (830 ) $ 2,717
----------- ------- ----- -------------- -----------
----------- ------- ----- -------------- -----------

YEAR ENDED DECEMBER 31, 1992:
Deducted from assets:
Allowance for doubtful accounts --
trade.................................. $ 606 $ 183 $ -- $ (166 ) $ 623
----------- ------- ----- -------------- -----------
----------- ------- ----- -------------- -----------
Allowance for doubtful accounts --
finance lease receivables.............. $ 944 $ 52 $ -- $ (317 ) $ 679
----------- ------- ----- -------------- -----------
----------- ------- ----- -------------- -----------
Contract & warranty reserves.............. $ 8,263 $ 3,564 $ -- $ (3,452 ) $ 8,375
----------- ------- ----- -------------- -----------
----------- ------- ----- -------------- -----------
Workers' compensation..................... $ 265 $ 4,584 $ -- $ (3,008 ) $ 1,841
----------- ------- ----- -------------- -----------
----------- ------- ----- -------------- -----------
Claims.................................... $ 2,717 $ 783 $ -- $ (168 ) $ 3,332
----------- ------- ----- -------------- -----------
----------- ------- ----- -------------- -----------

YEAR ENDED DECEMBER 31, 1993:
Deducted from assets:
Allowance for doubtful accounts --
trade.................................. $ 623 $ 234 $ -- $ (109 ) $ 748
----------- ------- ----- -------------- -----------
----------- ------- ----- -------------- -----------
Allowance for doubtful accounts --
finance lease receivables.............. $ 679 $ 52 $ -- $ (572 ) $ 159
----------- ------- ----- -------------- -----------
----------- ------- ----- -------------- -----------
Contract & warranty reserves.............. $ 8,375 $ 5,439 $ -- $ (3,429 ) $ 10,385
----------- ------- ----- -------------- -----------
----------- ------- ----- -------------- -----------
Workers' compensation..................... $ 1,841 $ 1,200 $ -- $ (1,927 ) $ 1,114
----------- ------- ----- -------------- -----------
----------- ------- ----- -------------- -----------
Claims.................................... $ 3,332 $ 1,103 $ -- $ (1,106 ) $ 3,329
----------- ------- ----- -------------- -----------
----------- ------- ----- -------------- -----------
<FN>
- --------------
(1) Reclassification to other reserves and utilization of reserves.

S-11

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
SCHEDULE IX -- SHORT-TERM BORROWINGS
(DOLLARS IN THOUSANDS)

COL. A COL. B COL. C COL. D COL. E COL. F
- ------------------------------------------ ----------- --------------- ----------- ----------- ------------
WEIGHTED
MAXIMUM AVERAGE AVERAGE
AMOUNT AMOUNT INTEREST
BALANCE AT WEIGHTED OUTSTANDING OUTSTANDING RATE DURING
CATEGORY OF AGGREGATE SHORT-TERM END OF AVERAGE DURING THE DURING THE THE
BORROWINGS PERIOD INTEREST RATE PERIOD PERIOD(1) PERIOD(2)
- ------------------------------------------ ----------- --------------- ----------- ----------- ------------

BANK BORROWINGS:

Year ended December 31, 1991............ $ 4,000 7.00% $ 4,000 $ 2,053 8.38%

Year ended December 31, 1992............ 5,000 7.00% 5,000 4,350 6.71%

Year ended December 31, 1993............ 5,000 7.25% 5,000 4,998 7.25%
<FN>
- --------------
(1) Amount of loan divided by number of days in year, times the number of days
outstanding during the year.

(2) Total interest expense during the period divided by the average amount
outstanding during the period.

S-12

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
SCHEDULE X -- SUPPLEMENTAL INCOME STATEMENT INFORMATION
(dollars in thousands)

COLUMN B
-------------------------------------------------------------
Charged to Continuing Operations' Cost and Expenses
-------------------------------------------------------------
COLUMN A December 31, 1991 December 31, 1992 December 31, 1993
- ------------------------------------------------- ------------------- ------------------- -------------------

Maintenance and repairs.......................... $ 9,543 $ 9,646 $ 15,663
------- ------- --------

Depreciation and amortization of intangible
assets, pre-operating costs and similar
deferrals (1)................................... $ -- $ -- $ --
------- ------- --------

Taxes other than payroll and income taxes (1).... $ -- $ -- $ --
------- ------- --------

Royalties (1).................................... $ -- $ -- $ --
------- ------- --------

Advertising costs (1)............................ $ -- $ -- $ --
------- ------- --------
<FN>
- --------------
(1) Amounts for these expenses are not presented as such amounts are less than
1% of total revenues in the year indicated.

S-13

GREAT DANE HOLDINGS INC. AND SUBSIDIARIES

SCHEDULE XIV -- SUPPLEMENTAL INFORMATION CONCERNING PROPERTY -- CASUALTY
INSURANCE OPERATIONS
(dollars in thousands)

COL. A COL. B COL. C COL. D COL. E COL. F COL. G
- ------------------------------ ------------ -------------- -------------- -------------- -------------- -----------------
Reserves for
Unpaid
Deferred Claims Discount,
Policy and Claim if any,
Affiliation with Acquisition Adjustment Deducted in Unearned Earned Net Investment
Registrant Costs Expense(1) Column C Premiums(2) Premiums(3) Income
- ------------------------------ ------------ -------------- -------------- -------------- -------------- -----------------

WHOLLY-OWNED INSURANCE SUBSIDIARY:

Year Ended:

December 31, 1991........... $ 2,073 $ 64,952 $ -- $ 11,619 $ 39,877 $ 7,061
------------ -------------- ------- -------------- -------------- -------
------------ -------------- ------- -------------- -------------- -------
December 31, 1992........... $ 1,832 $ 75,780 $ -- $ 10,463 $ 40,347 $ 8,227
------------ -------------- ------- -------------- -------------- -------
------------ -------------- ------- -------------- -------------- -------
December 31, 1993........... $ 1,893 $ 71,179 $ -- $ 9,547 $ 40,836 $ 7,838
------------ -------------- ------- -------------- -------------- -------
------------ -------------- ------- -------------- -------------- -------

COL. A COL. H COL. I COL. J COL. K
- ------------------------------ ------------------- --------------- ------------- -----------

Claims and Claim
Adjustment Expenses

Incurred Related
to: Amortization Paid
------------------- or Deferred Claims
(1) (2) Policy and Claim
Affiliation with Current Prior Acquisition Adjustment Premium
Registrant Year Years Costs Expenses Written
- ------------------------------ -------- --------- --------------- ------------- -----------

WHOLLY-OWNED INSURANCE SUBSIDI
Year Ended:
December 31, 1991........... $ 31,852 $ 1,676 $ (341) $ 26,208 $ 39,530
-------- --------- ------ ------------- -----------
-------- --------- ------ ------------- -----------
December 31, 1992........... $ 30,322 $ 2,043 $ (241) $ 27,319 $ 39,238
-------- --------- ------ ------------- -----------
-------- --------- ------ ------------- -----------
December 31, 1993........... $ 33,193 $ (454) $ 61 $ 30,832 $ 40,732
-------- --------- ------ ------------- -----------
-------- --------- ------ ------------- -----------
<FN>
- ----------------
(1) Includes reinsurance recoverable on unpaid claims and claims adjustment
expense of $8,106, $13,888 and $7,380 in 1991, 1992 and 1993, respectively,
in connection with the restatement of the balance sheet loss reserve amounts
as reported in accordance with SFAS No. 113.
(2) Includes net ceded premiums of $333, $286 and $(526) in 1991, 1992 and 1993,
respectively, in connection with the restatement of the balance sheet
unearned premium amounts as reported in accordance with SFAS No. 113.
(3) Includes premiums earned of $12,735, $13,161 and $13,400 in 1991, 1992 and
1993, respectively, in connection with coverage provided to other entities
in the consolidated group which have been eliminated in consolidation.

S-14

EXHIBIT INDEX

EXHIBIT
NO. DESCRIPTION PAGE
- --------- -------------------------------------------------------------------------------------------- -----

1.1 Form of Underwriting Agreement.*
3.1 Certificate of Incorporation of Holdings.**
3.2 By-Laws of Holdings.**
4.1 Form of Indenture between International Controls Corp. ("International Controls") and First
Fidelity Bank, National Association ("First Fidelity"), New Jersey, as Trustee relating the
12 3/4% Senior Subordinated Debentures due August 1, 2001 of International Controls
(incorporated herein by reference to Exhibit 4.1 to Registration Statement No. 33-7212
filed with the Securities and Exchange Commission on July 15, 1986).
4.2 First Supplemental Indenture relating to the 12 3/4% Senior Subordinated Debentures due
August 1, 2001 of International Controls dated as of October 19, 1994 among International
Controls, the Registrant and First Fidelity.**
4.3 Form of Indenture between International Controls and Midlantic National Bank ("Midlantic"),
as Trustee, relating to the 14 1/2% Subordinated Discount Debentures due January 1, 2006 of
International Controls (incorporated herein by reference to Exhibit 4.1 to Registration
Statement No. 33-1788 filed with the Securities and Exchange Commission on November 26,
1985).
4.4 First Supplemental Indenture relating to the 14 1/2% Subordinated Discount Debentures due
January 1, 2006 of International Controls, dated October 19, 1994 among International
Controls, the Registrant and Midlantic.**
4.5 Form of Common Stock Certificate.*
4.6 Great Dane Holdings Inc. 1994 Stock Option Plan.**
4.7 Agreement to furnish additional documents upon request by the Securities and Exchange
Commission (incorporated herein by reference to Exhibit 4.3 to International Controls'
Annual Report on Form 10-K for the year ended December 31, 1989 (the "1989 10-K")).
5.1 Opinion of Hutton Ingram Yuzek Gainen Carroll & Bertolotti regarding the legality of the
securities being registered.*
10.1 Amended and Restated Agreement of Limited Partnership of Checker L.P. (incorporated herein
by reference to Exhibit 10.17 to the 1989 10-K).
10.2 Amendment, dated July 28, 1989, to Amended and Restated Agreement of Limited Partnership of
Checker L.P. (incorporated herein by reference to Exhibit 19.1 to International Controls'
Annual Report on Form 10-K for the year ended December 31, 1991 (the "1991 10-K")).
10.3 Amendment, dated June 25, 1991, to Amended and Restated Agreement of Limited Partnership of
Checker L.P. (incorporated herein by reference to Exhibit 19.2 to the 1991 10-K).
10.4 Amended and Restated Employment Agreement, dated as of November 1, 1985, between Checker
L.P. (as successor to Motors) and David R. Markin ("Markin Employment Agreement")
(incorporated herein by reference to Exhibit 10.18 to the 1989 10-K).
10.5 Amendment, dated as of March 4, 1992, to Markin Employment Agreement (incorporated herein by
reference to Exhibit 10.3 to the 1991 10-K).

EXHIBIT
NO. DESCRIPTION PAGE
- --------- -------------------------------------------------------------------------------------------- -----

10.6 Extension, dated July 12, 1993, of Markin Employment Agreement (incorporated herein by
reference to Exhibit 10.6 of International Controls' Annual Report on Form 10-K for the
year ended December 31, 1993 (the "1993 10-K")).
10.7 Amended and Restated Employment Agreement, dated as of June 1, 1992, between Checker L.P.
and Jeffrey Feldman (incorporated herein by reference to Exhibit 28.2 of International
Controls' Quarterly Report on Form 10-Q for the quarter ended June 30, 1992 (the "June 1992
10-Q").
10.8 Stated Benefit Salary Continuation Agreement (incorporated herein by reference to Exhibit
10.21 to the 1989 10-K).
10.9 Employment Agreement, dated as of July 1, 1992, between International Controls and Jay H.
Harris (incorporated herein by reference to Exhibit 28.1 to the June 1992 10-Q) (the
"Harris Employment Agreement").
10.10 Amendment, dated April 6, 1994, to Harris Employment Agreement.**
10.11 Loan and Guaranty Agreement, dated September 17, 1992, by and among Checker L.P., Motors,
SCSM and NBD Bank, N.A. (the "Loan Agreement") (incorporated herein by reference to Exhibit
28.1 to International Controls' Quarterly Report on Form 10-Q for the quarter ended
September 30, 1992 (the "September 1992 10-Q")).
10.12 First Amendment, dated as of November 1, 1993, to the Loan Agreement.**
10.13 Credit and Guaranty Agreement, dated as of August 1, 1989, by and among SCSM, Motors,
Checker L.P. and NBD Bank, N.A. (the "Credit Agreement") (incorporated herein by reference
to Exhibit 10.10 to the 1992 10-K).
10.14 First Amendment, dated as of June 1, 1990, to the Credit Agreement (incorporated herein by
reference to Exhibit 10.11 of the 1992 10-K).
10.15 Second Amendment, dated as of January 2, 1991, to the Credit Agreement (incorporated herein
by reference to Exhibit 10.12 of the 1992 10-K).
10.16 Third Amendment, dated as of November 1, 1993, to the Credit Agreement.**
10.17 Supplemental Agreement, dated as of April 20, 1992, among SCSM, Motors, Checker L.P. and NBD
Bank, N.A. (incorporated herein by reference to Exhibit 10.13 of the 1992 10-K).
10.18 Second Supplemental Agreement, dated as of September 17, 1992, among SCSM, Motors, Checker
L.P. and NBD Bank, N.A. (incorporated herein by reference to Exhibit 28.2 of the June 1991
10-Q).
10.19 Lease, dated December 1, 1988, between SCSM and Park Corporation (incorporated herein by
reference to Exhibit 10.25 to the 1989 10-K).
10.20 Loan and Security Agreement dated as of March 21, 1990, by and among Great Dane, Great Dane
Trailers Nebraska, Inc., Great Dane Trailers Tennessee, Inc., Great Dane Los Angeles, Inc.,
certain lending institutions and Security Pacific Business Credit Inc., as Agent (the
"Security Pacific Agreement") (incorporated herein by reference to Exhibit 10.26 to the
1989 10-K).
10.21 First Amendment, dated as of March 30, 1990, to the Security Pacific Agreement (incorporated
herein by reference to Exhibit 19.3 to the 1991 10-K).
10.22 Second Amendment, dated as of April 30, 1990, to the Security Pacific Agreement
(incorporated herein by reference to Exhibit 19.4 to the 1991 10-K).
10.23 Third Amendment, dated as of August 14, 1990, to the Security Pacific Agreement
(incorporated herein by reference to Exhibit 19.5 to the 1991 10-K).
10.24 Fourth Amendment, dated as of February 28, 1991, to the Security Pacific Agreement
(incorporated herein by reference to Exhibit 19.6 to the 1991 10-K).

EXHIBIT
NO. DESCRIPTION PAGE
- --------- -------------------------------------------------------------------------------------------- -----

10.25 Waiver and Fifth Amendment, dated as of September 3, 1991, to the Security Pacific Agreement
(incorporated herein by reference to Exhibit 19.7 to the 1991 10-K).
10.26 Waiver, Consent and Sixth Amendment, dated April 30, 1992, to the Security Pacific Agreement
(incorporated herein by reference to Exhibit 28 to International Controls' Quarterly Report
on Form 10-Q for the quarter ended March 31, 1992).
10.27 Seventh Amendment, dated as of July 10, 1992, to the Security Pacific Agreement
(incorporated herein by reference to the June 1992 10-Q).
10.28 Eighth Amendment, dated as of February 19, 1993, to the Security Pacific Agreement
(incorporated herein by reference to Exhibit 10.24 of the 1992 10-K).
10.29 Waiver, Consent and Ninth Amendment, dated March 26, 1993, to the Security Pacific Agreement
(incorporated herein by reference to Exhibit 10.29 of the 1992 10-K).
10.30 Tenth Amendment, dated as of November 29, 1993, to the Security Pacific Agreement.**
10.31 Eleventh Amendment, dated as of March 11, 1994, to the Security Pacific Agreement
(incorporated herein by reference to Exhibit 10.1 to International Controls' Quarterly
Report on Form 10-Q for the quarter ended March 31, 1994).
10.32 Assumption Agreement dated as of August 1, 1989, by and between Motors and the West Virginia
Economic Development Authority (incorporated herein by reference to Exhibit 10.12 to
International Controls' Annual Report on Form 10-K for the year ended December 31, 1990).
10.33 Agreement, dated as of September 1, 1991, between Checker L.P. and Jerry E. Feldman
(incorporated herein by reference to Exhibit 10.12 to the 1991 10-K).
10.34 Form of Checker Motors Corporation Excess Benefit Retirement Plan, effective January 1, 1983
(incorporated herein by reference to Exhibit 19.9 to the 1991 10-K).
10.35 Amended and Restated License Agreement, dated December 30, 1992, between Motors and Checker
Taxi Association, Inc. (incorporated herein by reference to Exhibit 10.28 of the 1992
10-K).
10.36 Employment Agreement, dated as of January 1, 1994, between Holdings and David R. Markin.**
10.37 Employment Agreement, dated as of November 4, 1991, between Great Dane and Willard R.
Hildebrand.**
10.38 Settlement Agreement, dated as of June 21, 1994, among John Garamendi, as Insurance
Commissioner of the State of California, Base Assets Trust, Checker L.P., Motors, Checker
Holding Corp. III and Holdings.**
10.39 Form of Indemnification Agreement.**
10.40 Sale, Installation and Technical Assistance Agreement, dated November 14, 1983, between
Graaff KG and Great Dane Trailers, Inc.**
10.41 Form of Great Dane Trailers, Inc. Supplemental Retirement Income Plan, effective January 1,
1994.**
10.42 [Intentionally Left Blank]

EXHIBIT
NO. DESCRIPTION PAGE
- --------- -------------------------------------------------------------------------------------------- -----

10.43 Amended and Restated Operating Agreement, dated as of August 31, 1988, between Associates
Commercial Corporation (as successor to Great Dane Finance Company) and Great Dane
Trailers, Inc. (the "Associates Agreement").**
10.44 Amendment, dated February 7, 1994, to the Associates Agreement.**
10.45 Amendment, dated May 18, 1994, to the Associates Agreement.**
21.1 Subsidiaries of Registrant.**
23.1 Consent of Ernst & Young LLP.**
23.2 Consent of Hutton Ingram Yuzek Gainen Carroll & Bertolotti -- see Exhibit 5.1.
24.1 Power of Attorney (appears on signature page of this Registration Statement).
27.1 Financial Data Schedule.**
28.1 Schedule P of Annual Statements provided by Country to Illinois Regulatory Authorities
(incorporated herein by reference to Exhibit 28.1 of Registrant's Registration of
Securities of Successor Issues on Form 8-B filed with the Commission on October 24, 1994).
<FN>
- --------------
* To be filed by amendment
** Filed herewith