UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF INDIANA

Plaintiff, by his undersigned attorneys, for his Class Action Complaint alleges, upon personal knowledge as to himself and his own acts, and upon information and belief based, inter alia, on the investigation conducted by his attorneys and their staffs, including reviews and analyses of public filings with the Securities and Exchange Commission and state and federal courts, securities analyst and debt rating agency reports, press releases, news articles, and other media reports as to all other matters, as follows:

1. This is a securities class action on behalf of public investors who purchased the common stock of Wabash National Corporation ("Wabash," "WNC" or the "Company") between April 20, 1998 and January 15, 1999, both dates inclusive (the "Class Period"). Named as defendants are Wabash, Donald J. Ehrlich and Rick B. Davis. The case involves a manipulation of financial statements in which, among other acts of deception, defendants knowingly or recklessly overstated Wabash's results of operations, net worth and gross profit for the first three quarter of fiscal year 1998.

2. During the Class Period, defendants assured investors that the Company's earnings were increasing each quarter. Indeed, the defendants stated that Wabash was experiencing record revenues and income. On January 19, 1999, the Company dropped a bombshell on the market when it disclosed that it would restate its financials for the first three quarters of fiscal 1998. In truth, the Company's earnings were not increasing in the amounts that had been represented by the Company during the interim quarters of fiscal 1998 because defendants were not able to account accurately or properly for inventory costs and improperly treated certain charges and expenses in violation of Generally Accepted Accounting Principles ("GAAP").

3. GAAP are those principles recognized by the accounting profession as the conventions, rules and procedures necessary to define accepted accounting practice at a particular time. Regulation S-X (17 C.F.R. §210.4-01(a)(1)) states that financial statements filed with the SEC which are not prepared in accordance with GAAP are presumed to be misleading and inaccurate. Regulation S-X also requires that interim financial statements comply with GAAP. 17 C.F.R § 210.10-01 (a).

4. On January 19, 1999, the Company disclosed that it would restate its financials for interim quarters of fiscal 1998. By restating its financials, the defendants admitted the representations made in the financial statements for the interim periods of fiscal 1998 were false and misleading when made. APB No. 20 ¶ 13.

5. During the Class Period, Wabash shares traded as high as $31 per share. On the last trading day before the January 19, 1999 announcement, the price of Wabash shares closed at $20 per share. After the announcement, the price of Wabash common stock fell to a closing average price of $15 15/16 per share, a loss of 20% of the value of the stock.

6. This Court has jurisdiction over the subject matter of this action pursuant to Section 27 of the Securities Exchange Act of 1934 (the "Exchange Act"), 15 U.S.C. §78aa, and 28 U.S.C. §1331.

7. The claims asserted herein arise under Sections 10(b), and 20(a) of the Exchange Act, 15 U.S.C. §§78j(b) and 78t(a), and Rule 10b-5 promulgated thereunder by the Securities and Exchange Commission (the "SEC"), 17 C.F.R. 240. 10b-5.

8. Venue is proper in this District pursuant to Section 27 of the Exchange Act and 28 U.S.C. §1391(b) and (c). The principal executive offices of Wabash are located in this District, the defendants transact business in this District, and many of the acts and transactions constituting the violations of law alleged herein, including the preparation, issuance, and dissemination of materially false and misleading statements to the investing public occurred in this District.

The Plaintiff

10. Plaintiff John R. Hansel purchased 500 shares of Wabash common stock during the Class Period, as represented in his attached Certification, and was damaged thereby.

The Defendants

11. Defendant Wabash is a Delaware corporation with its executive offices and principle place of business located at 1000 Sagamore Parkway South, Lafayette, Indiana 47905. The Company designs, manufactures, and markets standard and customized truck trailers under the "Wabash" and "Fruehauf" tradenames. The Company's products include composite and aluminum plate trailers, as well as "RoadRailer" bimodal vehicles. The Company also distributes new and used trailers and aftermarket parts, including its "Pro-par" brand products.

12. Defendant Donald J. Ehrlich ("Ehrlich") is and was, during the Class Period, the Company's President, Chief Executive Officer, and Chairman of the Board of Directors.

13. Defendant Mark R. Holden ("Holden") is and was, during the Class Period, Vice President, Chief Financial Officer, and a Director of the Company. He previously served as Vice President and Controller of the Company prior to his promotion to Chief Financial Officer in March, 1995.

14. Defendant Rick B. Davis ("Davis") is and was, during the Class Period, the Company's Corporate Controller and Executive Officer.

15. Defendants Ehrlich, Holden and Davis are collectively referred to as the "Individual Defendants."

16. Plaintiff brings this action as a class action pursuant to Rule 23(a) and (b)(3) of the Federal Rules of Civil Procedure on behalf of a class consisting of all persons and entities who purchased common stock of Wabash between April 20, 1998 (the date on which the Company issued a misleading press release reporting profits for the first quarter of fiscal 1998) and January 15, 1999 (the last trading date prior to the Company's disclosure that it would be required to restate its financials for the interim period of fiscal 1999) (both dates inclusive), and were damaged thereby ("the Class"). Excluded from the Class are defendants herein, officers and directors of Wabash, members of their immediate families, and the heirs, successors or assigns of any of the foregoing.

17. The members of the Class are so numerous that joinder of all members is impracticable. While the exact number of Class members is unknown to the plaintiff at this time and can only be ascertained through appropriate discovery, the plaintiff believes there are, at a minimum, thousands of members of the Class who purchased Wabash common stock during the Class Period. The Company has over 22 million shares of its common stock outstanding, and trades on the New York Stock Exchange under the symbol WNC.

18. Common questions of law and fact exist as to all members of the Class and predominate over any questions affecting solely individual members of the Class. Among the questions of law and fact common to the Class are:

a) whether the federal securities laws were violated by defendants' acts as alleged herein;

b) whether Wabash issued false and misleading financial statements during the Class Period;

c) whether the Individual Defendants caused Wabash to issue false and misleading financial statements during the Class Period;

d) whether defendants acted knowingly or recklessly in issuing false and misleading financial statements;

e) whether the market prices of Wabash securities during the Class Period were artificially inflated because of the defendants' conduct complained of herein; and

f) whether the members of the Class have sustained damages and, if so, what is the proper measure of damages.

19. Plaintiff's claims are typical of the claims of the members of the Class as plaintiff and members of the Class sustained damages arising out of defendants' wrongful conduct in violation of federal law as complained of herein.

20. Plaintiff will fairly and adequately protect the interests of the members of the Class and has retained counsel competent and experienced in class actions and securities litigation. Plaintiff has no interests antagonistic to or in conflict with those of the Class.

21. A class action is superior to other available methods for the fair and efficient adjudication of the controversy since joinder of all members of the Class is impracticable. Furthermore, because the damages suffered by the individual Class members may be relatively small, the expense and burden of individual litigation makes it impracticable for the Class members individually to redress the wrongs done to them. There will be no difficulty in the management of this action as a class action.

22. Plaintiff will rely, in part, upon the presumption of reliance established by the fraud-on-the-market doctrine in that:

a) defendants made public misrepresentations or failed to disclose material facts during the Class Period;

b) the omissions and misrepresentations were material;

c) the securities of the Company traded in an efficient market;

d) the misrepresentations and omissions alleged would tend to induce a reasonable investor to misjudge the value of the Company's securities; and

e) plaintiff and members of the Class purchased their Wabash stock between the time the defendants failed to disclose or misrepresented material facts and the time the true facts were disclosed, without knowledge of the omitted or misrepresented facts.

23. Wabash designs, manufactures, and markets standard and customized truck trailers, including dry freight vans, refrigerated trailers, and bimodal vehicles. In addition, the Company manufactures RoadRailer® trailers, a patented bimodal technology which consists of trailers and detachable rail bogies that permit a vehicle to run both over the highway and directly on railroad lines. The Company's wholly-owned subsidiary, Wabash National Finance Corporation, provides leasing and financing programs to its customers for new and used trailers. The Company also produces and sells aftermarket parts through its division, Wabash National Parts.

24. In late 1997, the Company converted its manufacturing information systems. Although such a major conversion was implemented by the Company, defendants knowingly or recklessly implemented the conversion even though it did not allow the Company to capture an accurate accounting of Wabash's inventory costs. Rather than admit the problem or implement a more conservative and accurate interim method of inventory control, the defendants knowingly or recklessly used inaccurate estimates to account for material costs. They did so with full knowledge that the margins of their business were extremely thin and that inaccurate accounting of inventory costs would have a materially negative impact on earnings.

The False and Misleading Statements

25. On April 20, 1998, Wabash issued a press release announcing results for the first quarter of fiscal year 1998 ended March 31, 1998. The release reported:

Net sales for the first quarter were $293.6 million, a 117% increase over the $135.1 million for the same period last year. Net Income for the quarter was $7.4 million ($0.36 per share) compared to net income of $0.9 million ($0.05 per share) for the same period last year.

Defendant Ehrlich added:

We are pleased that the results of our first quarter were largely driven by record production of our new composite plate trailer and growth of our retail business.

26. On April 21, 1998, Wabash filed its Form S-3 Registration Statement in conjunction with its secondary offering of 3,000,000 shares of WNC common stock with the SEC. The Form S-3 repeated the financial information announced in the press release dated April 20, 1998, above, and was signed by defendants Ehrlich and Holden.

27. On May 15, 1998, Wabash filed its Form 10-Q for the first quarter of fiscal 1996, ended March 31, 1998 with the SEC. The Form 10-Q repeated the financial information announced in the press release dated April 20, 1998, above, and stated that the financial statements "contain all material adjustments ... necessary to present fairly the consolidated financial position of the Company at March 31, 1998 ... and its results of operations and cash flows for the three months ended March 31, 1998...." The Form 10-Q was signed by defendant Davis.

28. On July 20, 1998, the Company issued a press release reporting its financial results for the second quarter of fiscal 1998, ended June 30, 1998. The press release "announced ... record sales and income for the three and six months ended June 1998," and stated:

Net sales for the-second quarter were $337.7 million, a 15% increase over the first quarter of 1998 and a 72% increase over the same period last year. Net income for the quarter was $8.7 million ($.38 per share), a 17% increase over the first quarter of 1998 and a 207% increase over the $2.8 million ($.13 per share) for the same period last year. For the six months ended June 30, 1998, net sales were $631.1 million and net income totaled $16.2 million ($.74 per share), compared to net sales of $331.5 million and net income of $3.7 million ($.18 per share) for the same period last year.

Defendant Ehrlich added:

We are pleased to report record sales and income for the second quarter. The results reflect an increase in the production of our DuraPlate (R) (composite) trailer and strong results from our retail distribution system.

29. On August 14, 1998, Wabash filed, its Form 10-Q for the second quarter of fiscal 1998, ended June 30, 1998 with the SEC. The Form 10-Q repeated the financial information announced in the press release dated July 20, 1998, above, and stated that the financial statements "contain all material adjustments ... necessary to present fairly the consolidated financial position of the Company at June 30, 1998 ... and its results of operations and cash flows for the six months ended June 30, 1998." The Form 10-Q was signed by defendant Davis.

30. On October 19, 1998, the Company issued a press release reporting its financial results for the, third quarter of fiscal 1998, ended September 30, 1998. The press release "announced ... record results for the three and nine months ended September 30, 1998," and stated:

Net sales for the third quarter were $334.1 million, a 36% increase over the $246.4 million for the same period last year. Net income for the quarter was $9.8 million ($.41 per share), a 95% increase over the $5.1 million ($.24 per share) for the same period last year. For the nine months ended September 30, 1998, net sales were $965.5 million, a 67% increase over the $557.9 million for the same period last year and net income totaled $26.0 million ($1.14 per share), a 197% increase over the $8.8 million ($.42 per share) for the same period last year.

Defendant Ehrlich added:

We are pleased to report record sales and income for the third quarter. The results are being driven by record production of our DuraPlate(R) (composite) trailer and the overall strength of our business. All aspects of our business continue to meet or exceed our expectations, including revenue growth, market share growth, gross margin improvement, order rates and our retail branch expansion program.

31. On November 17, 1998, Wabash filed its Form 10-Q for the third quarter of fiscal 1998, ended September 30, 1998 with the SEC. The Form 10-Q repeated the financial information announced in the press release dated October 19, 1998, above, and stated that the financial statements "contain all material adjustments ... necessary to present fairly the consolidated financial position of the Company at September 30, 1998 ... and its results of operations for the three and nine month periods ended September 30, 1998 ...." The Form 10-Q was signed by defendant Davis.

32. The statements in paragraphs 25-31, above, were false and misleading when made because the defendants, knew or recklessly disregarded the fact that the Company could not adequately determine its inventory costs, and as such, it representations [sic] of revenue growth and positive financial results were issued in violation of GAAP. Indeed, the Company lost its ability to generate automated bills of material for purposes of relieving inventory and instead used estimates of material costs as a percent of sales prices.

33. Wabash violated the following generally accepted accounting principles in its financial statements:

(a) that financial reporting should provide information that is useful to present and potential investors and creditors in making rational investment, credit and similar decisions (FASB Statement of Concepts No. 1, ¶ 34);

(b) that financial reporting should provide information about the economic resources of an enterprise, the claims to those resources, and the effects of transactions, events, and circumstances that change resources and claims to those resources (FASB Statement of Concepts No. 1, ¶ 40);

(c) that financial reporting should provide information about how management of an enterprise has discharged its stewardship responsibilities to owners (shareholders) for the use of enterprise resources entrusted to it -- to the extent that management offers securities of the enterprise to the public, it voluntarily accepts wider responsibilities for accountability to prospective investors and to the public in general (FASB Statement of Concepts No. 1, ¶ 50.

(d) that financial reporting should provide information about an enterprise's financial performance during a certain time period (FASB Statement of Concepts No. 1, ¶ 42);

(e) that financial reporting should be reliable in that it represents what it purports to represent -- that information should be reliable as well as relevant is a central principle of accounting (FASB Statement of Concepts No. 2, ¶¶ 58-59);

(f) that information is complete and nothing is left out that may be necessary to insure that it validly represents underlying events and conditions (FASB Statement of Concepts No. 2, ¶ 79); and,

(g) that conservatism be used as a prudent reaction in uncertainty to try to ensure that uncertainties and risk inherent in business situations are adequately considered (FASB Statement of Concepts No. 2, ¶¶ 95, 97).

34. Wabash materially overstated its revenue and earnings that were reported in the Company's publicly disseminated financial statements for the interim periods of fiscal year 1998. As a result of defendants' actions, the financial statements were materially false and misleading and failed to disclose the true financial status of Wabash.

35. In light of the foregoing allegations, the Company had presented its results for the interim periods of fiscal year 1998 in a manner which violated GAAP and principles of fair reporting. Further, the adverse information misrepresented and/or concealed by defendants during the Class Period is the type of information which, because of SEC regulations, regulations of the national stock exchanges and customary business practice, is expected by investors and securities analysts to be disclosed and is known by corporate officials and their legal and financial advisors to be the type of information which is expected to be and must be disclosed.

The Revelation

36. On January 19, 1999, the Company issued a press release acknowledging the fact that its financial statements were overstated during the Class Period, and that its financial results for the first, second, and third quarters of fiscal 1998 will be restated.

37. The Company admitted that the conversion of its "manufacturing information systems ... impacted its ability to determine its inventory costs on an interim basis during the first nine months of 1998." It added:

As a result of the Company's annual physical inventory, the Company was able to determine during the fourth quarter its inventory costs more precisely for these periods. Accordingly, the Company will make after tax adjustments of $0.5 million, $2.5 million and $1.9 million to previously reported earnings for the first, second and third quarters of 1998, respectively.

38. The reaction by the market was disastrous. Wabash common stock fell 20% during the trading day on January 19, 1999 to close at $15 15/16, on a volume in excess of 1.5 million shares - further evidencing the materiality of the defendants' false and misleading statements.

39. On January 21, 1999, Wabash filed its amended Form 10-Q's for the first, second, and third quarters of fiscal 1998 with the SEC, the Company. The Company reported increases in the cost of sales and reductions in gross profits, income before income taxes, net income and earnings per share for each quarter. The restated totals for the nine period were:

                          Previously Reported        Restated

     Cost of Sales             $879,698              $887,898
     Gross Profit                85,760                77,560
     Income Before Taxes         43,187                34,987
     Net Income                  25,990                21,070

     Earnings Per Share
          Basic:                  $1.16                 $0.93
          Diluted:                $1.14                 $0.92

The restated financials resulted in a reduction of approximately 20% in earnings over the nine month period. The underreporting of the cost of sales and the underreporting of gross profits, income before taxes, net income and earnings per share were knowingly or recklessly made by defendants during the Class period in violation of GAAP. Moreover, these knowing or reckless misstatements of material facts artificially inflated the price of WNC common stock throughout the Class Period.

40. Plaintiff repeats and re-alleges each and every allegation contained in the foregoing paragraphs as if fully set forth herein.

41. During the Class Period, defendant engaged in a plan, scheme, conspiracy and course of conduct, pursuant to which they knowingly or recklessly engaged in acts, transactions, practices and courses of business which operated as a fraud and deceit upon plaintiff and the other members of the Class; made various untrue statements of material facts and omitted to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and employed devices, schemes and artifices to defraud in connection with the purchase and sale of securities. Such scheme was intended to, and, throughout the Class Period, did: (a) conceal the adverse facts concerning the Company's operations, particularly with respect to its financial condition; artificially inflate and maintain the market price of Wabash common stock; and (c) cause plaintiff and the other members of the Class to purchase Wabash common stock at inflated prices.

42. Pursuant to the above plan, scheme, conspiracy and course of conduct, each of the defendants participated directly or indirectly in the preparation and/or issuance of the quarterly and annual reports, SEC filings, press releases and other statements and documents described above, including statements made to securities analysts and the media that were designed to influence the market for Wabash common stock. Such reports, filings, releases and statements were materially false and misleading in that they failed to disclose material adverse information and misrepresented the truth about Wabash's finances and business prospects.

43. By virtue of their positions at the Company, defendants had actual knowledge of the materially false and misleading statements and material omissions alleged herein and intended thereby to deceive plaintiff and the other members of the Class, or, in the alternative, defendants acted with reckless disregard for the truth in that they failed or refused to ascertain and disclose such facts, as would reveal the materially false and misleading nature of the statements made, although such facts were readily available to defendants. Said acts and omissions of defendants were committed willfully or with reckless disregard for the truth. In addition, each defendant knew or recklessly disregarded that material facts were being misrepresented or omitted as described above.

44. Defendants were motivated to make the enumerated false statements and omit material information necessary to make the statements not misleading as part of their plan to support the Company's secondary stock offering during the Class Period. The secondary stock offering was priced as $30.75 per share, and the Company received $88 million in proceeds net of the underwriters' fees.

45. Defendants were also motivated to make the referenced false statements and omit material information necessary to make the statements not misleading as part of their plan to make acquisitions of other companies financed in part with the Company's stock. Indeed, on July 14, 1998, the Company announced that it had acquired Cloud Oak Flooring, Inc., of Sheridan, Arkansas for $9.7 million, in cash and $13.2 million of convertible preferred stock.

46. Defendants were personally motivated to make false statements and omit material information necessary to make the statements not misleading in order to personally benefit from the Company's bonus policy. Indeed, the Company prided itself on doing things "the Wabash way," which meant "rewards with bonuses based on profit margins." Furthermore, "a large portion of [Ehrlich's] salary based upon the Corporation's performance." Moreover, defendant Ehrlich beneficially owned 454,352 shares of WNC common stock -- 2.3 % of the total outstanding shares.

47. Information showing that defendants acted knowingly or with reckless disregard for the truth is peculiarly within defendants' knowledge and control. As the senior managers and directors of the Company, the Individual Defendants had knowledge of the details of the Company's internal affairs.

48. The Individual Defendants are liable both directly and indirectly for the wrongs complained of herein. Because of their positions of control and authority, the Individual Defendants were able to and did, directly or indirectly, control the content of the statements of the Company. As officers and directors of a publicly-held company, the Individual Defendants had a duty to disseminate timely, accurate, and truthful information with respect to the Company's businesses, operations, future financial condition and future prospects. As a result of the dissemination of the aforementioned false and misleading reports, releases and public statements, the market price of Wabash common stock was artificially inflated throughout the Class Period. In ignorance of the adverse facts concerning Wabash's business and financial condition which were concealed by defendants, plaintiff and the other members of the Class purchased Wabash common stock at artificially inflated prices and relied upon the price of the stock, the integrity of the market for the stock and/or upon statements disseminated by defendants and were damaged thereby.

49. During the Class Period, Wabash common stock was traded on an active and efficient market. Plaintiff and the other members of the Class, relying on the materially false and misleading statements described herein, which the defendants made, issued or caused to be disseminated, or relying upon the integrity of the market, purchased shares of Wabash common stock at prices artificially inflated by defendants' wrongful conduct. Had plaintiff and the other members of the Class known the truth, they would not have purchased said shares or would not have purchased them at the inflated prices that were paid. At the time of the purchases by plaintiff and the Class, the true value of Wabash stock was substantially lower than the prices paid by plaintiff and the other members of the Class. The market price of Wabash common stock declined sharply upon public disclosure of the facts alleged in this complaint.

50. By reason of the conduct alleged herein, defendants knowingly or recklessly, directly or indirectly, have violated Section 10(b) of the Exchange Act and Rule 10-5 promulgated thereunder.

51. Plaintiff repeats and re-alleges each and every allegation contained in the foregoing paragraphs as if fully set forth herein.

52. (a) During the Class Period, defendant Ehrlich participated in the operation and management of the Company, and conducted and participated, directly and indirectly, in the conduct of Wabash's business affairs. Because of Ehrlich's senior positions, he knew the adverse non-public information about Wabash's inflated revenues and false financial statements.

(b) As an officer and director of a publicly owned company, Ehrlich had a duty to disseminate accurate, and truthful, information with respect to Wabash's financial condition and results of operations, and to correct promptly any public statements issued by Wabash which had become materially false or misleading.

(c) Because of his position of control and authority as a senior officer and director of Wabash, Ehrlich was able to, and did, control the contents of the various reports, press releases and public filings which Wabash disseminated in the marketplace during the Class Period concerning the Company's results of operations. Throughout the Class period, Ehrlich exercised his power and authority to cause Wabash to engage in the wrongful acts complained herein. Ehrlich, therefore, was a "controlling person" of Wabash within the meaning of Section 20(a) of the Exchange Act. In this capacity, he participated in the unlawful conduct alleged which artificially inflated the market price of Wabash common stock.

53. (a). During the Class Period, defendant Holden participated in the operation and management of the Company, and conducted and participated, directly and indirectly, in the conduct of Wabash's business affairs. Because of Holden's senior positions, he knew the adverse non-public information about Wabash's inflated revenues and false financial statements.

(b) As an officer and director of a publicly owned company, Holden had a duty to disseminate accurate and truthful information with respect to Wabash's financial condition and results of operations, and to correct promptly any public statements issued by Wabash which had become materially false or misleading.

(c) Because of his position of control and authority as a senior officer and director of Wabash, Holden was able to, and did, control the contents of the various reports, press releases and public filings which Wabash disseminated in the marketplace during the Class Period concerning the Company's results of operations. Throughout the Class Period, Holden exercised his power and authority to cause Wabash to engage in the wrongful acts complained herein. Holden, therefore, was a "controlling person" of Wabash within the meaning of Section 20(a) of the Exchange Act. In this capacity, he participated in the unlawful conduct alleged which artificially inflated the market price of Wabash common stock.

54. (a) During the Class Period, defendant Davis participated in the operation and management of the Company, and conducted and participated, directly and indirectly, in the conduct of Wabash's business affairs. Because of Davis's positions he knew the adverse non-public information about Wabash's inflated revenues and false financial statements.

(b) As an officer of a publicly owned company, Davis had a duty to disseminate accurate and truthful information with respect to Wabash's financial condition and results of operations, and to correct promptly any public statements issued by Wabash which had become materially false or misleading.

(c) Because of his position of control and authority as a senior officer of Wabash, Davis was able to, and did, control the contents of the various reports, press releases and public filings which Wabash disseminated in the marketplace during the Class Period concerning the Company's results of operations. Throughout the Class Period, Davis exercised his power and authority to cause Wabash to engage in the wrongful acts complained herein. Davis, therefore, was a "controlling person" of Wabash within the meaning of Section 20(a) of the Exchange Act. In this capacity, he participated in the unlawful conduct alleged which artificially inflated the market price of Wabash common stock.

55. Each of the Individual Defendants, therefore, acted as a controlling person of Wabash. By reason of their senior management positions and as directors of the Company, each of the Individual Defendants had the power to direct the actions of, and exercised the same to cause, the Company to engage in the unlawful acts and conduct complained of herein. Each of the Individual Defendants exercised control over the general operations of the Company and possessed the power to control the specific activities which comprise the primary violations about which plaintiff and the other members of the Class complain.

56. By reason of the above conduct, the Individual Defendants are liable pursuant to Section 20 of the Exchange Act for the violations of Wabash.

WHEREFORE, plaintiff demands judgment against defendants as follows:

(a) Determining that the instant action may be maintained as a class action under Rule 23, Federal Rules of Civil Procedure, and certifying the named class plaintiff;

(b) Requiring defendants to pay damages sustained by plaintiff and the Class by reason of the acts and transactions alleged herein;

(c) Awarding plaintiff and the other members of the Class prejudgment and post-judgment interest, as well as their reasonable attorneys' fees, expert fees and other costs; and

(d) Awarding such other and further relief as this Court may deem just and proper.

Date: January 22, 1999

Source: Scanned paper copy of court-stamped document