<PAGE>   1
==============================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                     ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                                       OF
                       THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED                        COMMISSION FILE NO.:   0-24804
DECEMBER 31, 2000

                                FEATHERLITE, INC.
             (Exact Name of Registrant as Specified in its Charter)

          MINNESOTA                                  41-1621676
  (State of Incorporation)                (IRS Employer Identification Number)

                                HIGHWAYS 63 AND 9
                               CRESCO, IOWA 52136
                                 (563) 547-6000
                    (Address of principal executive offices;
                           Issuer's telephone number)

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

         Securities registered under Section 12(b) of the Exchange Act:
                                      None

         Securities registered under Section 12(g) of the Exchange Act:
                         Common Stock, without par value

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES    X       NO_______

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|

The aggregate market value of the Common Stock held by non-affiliates of the
registrant as of March 7, 2000, was $4,957,000 (based on the last sale price of
the registrant's Common Stock on such date).

Shares of without par value Common Stock outstanding at March 7, 2001:
6,535,104.

                       DOCUMENTS INCORPORATED BY REFERENCE

The following documents are incorporated by reference into the indicated Part of
this Form 10-K: (1) Annual report to shareholders for the fiscal year ended
December 31, 2000 - Part II; (2) Proxy statement for 2001 Annual Meeting - Part
III.


===============================================================================

<PAGE>   2

                                     PART I

ITEM 1.      DESCRIPTION OF BUSINESS

GENERAL

         Featherlite, Inc. (formerly Featherlite Mfg., Inc.) was incorporated by
current management as a Minnesota corporation in 1988 to acquire the assets of a
non-affiliated business which manufactured trailers since the early 1970s under
the FEATHERLITE(R) brand name. The Company designs, manufactures and markets
over 400 models of both custom made and standard model specialty aluminum and
steel trailers primarily through a network of over 240 full-line dealers located
in the United States and Canada.

         The Company markets its primary trailer products under the
FEATHERLITE(R) brand name. FEATHERLITE(R) trailers are made of aluminum, which
differentiates the Company from most of its competitors which primarily make
steel trailers. Aluminum trailers are superior to steel in terms of weight,
durability, corrosion resistance, maintenance and weight-to-load ratio. Although
the Company's focus is on manufacturing and marketing aluminum trailers, it also
markets a line of composite steel and aluminum trailers under the
FEATHERLITE-STL(R) series (replaced Econolite beginning in 1997) and DIAMOND
D(R) brands in order to provide dealers and customers with a high quality, but
less expensive, alternative to the aluminum trailer.

         The Company began manufacturing and marketing a custom luxury
motorcoach in 1996 primarily through the acquisition of the assets of Vantare
International, Inc. In 1998, the Company expanded its presence in this market by
acquiring the assets of Mitchell Motorcoach Sales, Inc. Entry into the luxury
motorcoach market was consistent with Featherlite's long-term growth strategy of
product diversification. These motorcoaches are marketed under the trade names
"Featherlite Vantare(TM) Featherlite Vogue(R) and Featherlite Luxury
Coaches(TM).

         Management believes that the Company's non-acquisition related growth
has been caused by overall market expansion, particularly in uses related to
entertainment and leisure. Demand for the Company's products has been
significantly driven by the lifestyles, hobbies and events that are important to
Featherlite's target customers. Growth in those product and service categories
which could use or require a high quality specialty trailer has created
increased demand for the Company's products. Those categories and uses include
pickup trucks, sport utility vehicles, all-terrain-vehicles, personal watercraft
and snowmobiles; auto races, classic car shows and motorcycle rallies; hobby
farming and raising and showing horses; art and craft fairs and expositions; and
vending trailers for selling crafts, food and other concessions, such as
T-shirts or novelty items. Examples of other users of the Company's trailers
include lawn care services, house painters, construction crews, traveling museum
exhibitions, concert tours, musical groups and fiber optic utility crews that
require clean environments in which to splice and store cable. The number of
affluent retirees and business owners who represent the target market for luxury
motorcoaches produced by Featherlite is also continuing to grow as the
"babyboomer" generation ages. Although 2001 is off to a slower start than
expected, management believes Featherlite is positioned to continue as a leader
in the leisure, recreation and entertainment categories, including motorsports.

         The Company continually monitors the market for opportunities to
leverage the FEATHERLITE(R) brand name and its expertise. Featherlite pioneered
the introduction of standard model aluminum horse and livestock trailers, which
traditionally had been custom made. It has also responded to the increasing
demand for customizing the interiors of trailers, a capability which helps
distinguish the Company from its competition. Typical interiors range from a
simple interior, such as a dressing room, closet and mirror in the nose of a
horse trailer, to sophisticated, such as upholstered seating and sleeping areas,
kitchens, bathrooms and modern electronics, including fax machines, cellular
phones and satellite dishes, in race car transporters and luxury custom coaches.
In addition, Featherlite refines the products it already offers by introducing
new features to satisfy the increasing demands of its customers.

         The Company pays special attention to its target customers and attempts
to reach them through a variety of media. Featherlite benefits from national
advertising and sponsorship of major events which are visible to its customers.
These sponsorships include Featherlite's designation as the "Official Trailer"
of NASCAR, Championship



                                      -1-
<PAGE>   3

Auto Racing Teams (CART), Indy Racing League ( IRL), Auto Racing Club of America
(ARCA), American Speed Association (ASA), World of Outlaws (W.O.O.), National
Hot Rod Association (NHRA). Featherlite has an association with the Ohio All
American Quarter Horse Congress, the National Western Livestock Show and Rodeo,
United States Team Roping Competition, the National Western Livestock Show, the
National High School Rodeo Association and the World's Toughest Rodeo. The
Company's luxury motorcoach is the "Official Coach" of NASCAR, NHRA, IRL and
CART.

SPECIALTY TRAILER AND MOTORCOACH INDUSTRY

         The Company operates in two principal industries and business segments:
specialty trailers and motorcoaches, as discussed in the section labeled
"Management's Discussion and Analysis" which appears in the Company's Annual
Report to Shareholders for the year ended December 31, 2000 which is
incorporated herein by reference.

Specialty Trailer Industry

         Specialty trailers are designed for specific hauling purposes rather
than for general commercial freight. The customers of the specialty trailer
industry consist of broad segments of the general public, such as hobbyists,
sports enthusiasts, farmers and ranchers, engaged in the activities for which
particular trailers are designed. In contrast, commercial freight trailers are
generally made for non-specific purposes and the customers are typically
trucking companies and manufacturers with fleets of trucks and trailers. Unlike
the commercial freight trailer industry which is dominated by a few large
manufacturers, the specialty trailer industry is comprised of many small
manufacturers. No published statistics are available on the size of the
specialty trailer industry or its subcategories. However, the Company believes
that there may be as many as 500 manufacturers of specialty steel trailers in
the United States, of which approximately 20 manufacture specialty aluminum
trailers.

         Historically, specialty trailers were made of steel, principally
because they cost approximately 30% to 40% less than trailers made primarily of
aluminum. Entry into the production of steel trailers is relatively easy and
inexpensive because of the widespread availability of steel components and
simple production techniques. The relative lack of barriers to entry into the
steel trailer industry, differing regional demands for trailer types and the
relatively high cost of long distance delivery have contributed to the
fragmented status of the specialty trailer industry. As a result, specialty
trailer manufacturers generally produce relatively small numbers of trailers for
sale in limited geographical markets without the efficiencies of high volume
production, quality controls, significant warranty and service capabilities,
substantial dealer networks, or national advertising and marketing programs. In
comparison, production of aluminum trailers requires larger capital investment
in dies, extrusion molds and equipment, more sophisticated welding and
production techniques, and greater design capabilities to maximize the
strength-to-weight ratio advantage of aluminum over steel.

         In dollar sales, the Company estimates that aluminum trailers presently
constitute five to ten percent of the total market for specialty trailers and
that this percentage is increasing. The trend of the trailer market to migrate
toward aluminum models is driven by a number of factors. Aluminum trailers offer
substantial advantages over steel trailers in weight, ease of maintenance,
durability and useful life. Aluminum trailers do not rust and weigh 30% to 40%
less than comparable steel models. Maintenance is substantially less on aluminum
trailers because of the absence of rust and because they typically are not
painted or are pre-painted with a baked-on enamel. As a result, aluminum
trailers can be offered with superior warranties and provide greater customer
satisfaction. The lighter weight of aluminum trailers reduces the demands on the
towing vehicle, affords better gas mileage and allows a greater percentage of
gross trailer weight for carrying cargo.

                                      -2-
<PAGE>   4

Motorcoach Industry

         Bus conversion motorcoaches are the most luxurious of all recreational
vehicles. They represent a unique market niche, with selling prices ranging from
$400,000 to $1,000,000 or more. These motorcoaches are primarily converted from
a bus shell that is purchased and completed to provide an interior area designed
to the customer's specifications. The target market for these coaches is
typically affluent business owners, retirees, and professionals. The Company
believes that there are presently seven or more companies in this industry.

PRODUCTS AND SERVICES

         The Company's primary business activity is the manufacture and sale of
specialty aluminum trailers under the FEATHERLITE(R) brand name. In 1996, the
Company began manufacturing and marketing a custom motorcoach under the name
"VANTARE BY FEATHERLITE(R)". In 1998, the Featherlite Vogue brand of
motorcoaches was added when the Company purchased the assets of Mitchell
Motorcoach Sales, Inc. These motorcoaches are now marketed under the trade names
FEATHERLITE VANTARE(TM), FEATHERLITE VOGUE(TM) and FEATHERLITE LUXURY
COACHES(TM). In addition, the Company manufactures and sells combination steel
and aluminum trailers under its FEATHERLITE-STL(R) series (formerly Econolite)
and DIAMOND D(R) brand names, sells replacement and specialty parts, and
coordinates delivery of completed trailers to customers. Rework and warranty
services are also provided for Company-built trailers at the Company's
facilities and dealer locations. For 2000, approximately 95% of the Company's
revenues were derived from trailer and motorcoach sales.

         The following data illustrate the percentage of the Company's net sales
in 1998, 1999 and 2000 (dollars in thousands):
<TABLE>
<CAPTION>

                                                      Years ended December 31,
                          --------------------------------------------------------------------------------
                                     1998                       1999                         2000
                          ------------------------      ----------------------      ----------------------
                           Amount          Percent       Amount        Percent       Amount        Percent
                          --------         -------      --------       -------      -------        -------

<S>                       <C>               <C>          <C>             <C>        <C>              <C>
Trailers                  $106,409          56.1%        $108,961        48.5%      $121,376         50.1%

Motorcoaches                76,462          40.3          105,890        47.1        108,866         44.9

Other                        6,924           4.2            9,962         4.4         12,244          5.0
                         ---------         -----         --------       -----       --------        -----
Net Sales                 $189,795         100.0%        $224,813       100.0%      $242,486        100.0%
                         ---------         -----         --------       -----       --------        -----
</TABLE>

Trailers

         The Company is unique among trailer manufacturers because of the many
types of trailers it makes. The Company's FEATHERLITE(R), FEATHERLITE-STL(R)
series and DIAMOND D(R) trailers may be broadly classified into several trailer
types, which can be further subdivided into over 400 models depending on their
intended use and resulting design. The Company's primary trailer types are
horse, livestock, utility recreational, commercial and car trailers as well as
race car and specialty transporters. Within these broad product categories, the
Company generally offers different features, such as various lengths, heights
and widths, open and enclosed models, gooseneck and bumper pulls, straight and
slant loaders, and aluminum, steel, fiberglass and wood frames, floors, sides
and roofs. The Company believes FEATHERLITE(R) brand trailers, which are "all
aluminum" with the exception of steel axle and hitch parts, enjoy a premier
image in the industry. Sales of FEATHERLITE(R) brand trailers currently
represent approximately 90% of the Company's total trailer sales.
FEATHERLITE-STL(R) series and DIAMOND D(R) brand trailers, which generally are a
composite of steel frame, aluminum skin and galvanized roof, allow the Company
to place its product line at the lower-priced end of the market.

                                      -3-
<PAGE>   5

         FEATHERLITE(R), FEATHERLITE-STL(R) series and DIAMOND D(R) trailers are
built as standard models or to customer order from selected options. Depending
on the model, the Company's trailers generally include name brand tires,
reflectors and exterior running and license plate lights, sealed and enclosed
wires, and safety chains and breakaway switches. Popular options to standard
designs include paint schemes, logos, lettering and graphics, winches and
generators, viewing platforms, workbenches and cabinets, vents and other airflow
designs, roll-up doors, access and side doors and windows, aluminum wheels and
hubcaps, and hydraulic or air brakes.

         Trailer design traditionally has been utilitarian. Recently, however,
the demand for trailers with special amenities and custom designed features has
increased dramatically. For that reason, the Company's Interiors Division offers
options ranging from simple shelves, cupboards, lockers and dressing rooms to
complete living quarters, including upholstered furniture, electronics, wood or
laminated Formica finishes, air conditioning, refrigerators, dinettes and bath
packages. The Company stresses its ability and willingness to build trailers
"from the ground up" with unique, even luxurious, custom designed features and
amenities tailored to customer specifications. This distinguishes the Company
from many other trailer manufacturers.

         In addition to custom designed trailers, the Company manufactures
standard model trailers for inventory which are available for immediate delivery
to dealers. In an industry consisting primarily of manufacturers who custom
build trailers, the Company's introduction in 1991 of standard model aluminum
trailers represented an innovative step. Standard model trailer sales now
represent approximately 55% of the Company's total trailer sales. The Company's
dealer network has enthusiastically endorsed and supported the standard model
concept.

         Retail prices for the Company's standard aluminum model trailers range
from approximately $1,200 for the least expensive snowmobile trailer to over
$300,000 for a custom built race car transporter and hospitality trailer.
Representative FEATHERLITE(R) aluminum trailer retail prices are approximately
$7,200 for a bumper pull livestock trailer, $8,200 for a two horse trailer, and
$16,000 for a gooseneck car trailer.

Motorcoaches

         The Company offers different motorcoach conversion body styles based on
the XL and the H models made by a single bus shell manufacturer (Prevost Car
Company). Even though the "H" body style is much taller and the layout is
considerably different than a typical XL motorcoach, it has become the most
popular model requested by customers. The Company offers a "slide-out" model
that expands the livable space within the motorcoach. With the addition of the
Featherlite Vogue(R) brand, the Company also offers a high quality Class A
series motorcoach, a living unit entirely constructed by Featherlite from the
ground up on a specially designed motor vehicle chassis. In 2000, the Company
introduced two new luxury coach models to its product line, the Featherlite XLII
model, which is a Prevost bus conversion, and the Featherlite Vogue 6000LX which
is a Class A series motorcoach. The Vogue 6000LX is the industry's first
"composite" motorcoach, a vehicle that utilizes composite materials that reduce
weight and increase strength.

         The Company's goal is to produce the best performing and most reliable
coach while keeping a low overall gross weight and extremely low ambient noise
level. It incorporates into motorcoaches many of the good features and quality
often present in luxury yachts that were previously developed by Vantare
International, Inc. when it was in the business of building yachts.

         About 50 percent of the coaches are built to specific customer order
from selected options. The remainder are motorcoaches which are built for
demonstration at particular shows or events and resale purposes. Retail prices
range from about $400,000 to $1,000,000 or more. There is a risk that certain of
the coaches built on a speculative basis may not be sold on a timely basis or at
normal profit margins. This may require additional working capital investment
and cause the Company to incur additional interest and inventory carrying costs
and have an adverse impact on operating results.

                                      -4-
<PAGE>   6

         The Company also sells used motorcoaches which are taken as trade-ins
from customers on sales of new coaches as well as other used coach sales. There
is a risk that the market value of these trade-ins will be reduced before they
are resold and adversely impact the Company's operating results.

         Repair services are provided for coaches of customers and others at the
Vantare facility in Sanford, Florida and the Vogue facility in Pryor, Oklahoma,
as well as at a Company service center in Mocksville, North Carolina and Cresco,
Iowa.

Other Business Activities

         In addition to the manufacture and sale of specialty trailers and
motorcoaches, the Company sells replacement and specialty trailer and coach
parts to its dealers and to others. It coordinates delivery of completed
trailers to customers and to dealers for a fee and in 2000 delivered
approximately 50% of the trailers sold to dealers, with the remainder picked up
at its Iowa facilities. The Company owns and maintains a fleet of trucks and
leases semi tractors for this purpose. The Company is a licensed aircraft dealer
and believes that dealing in used aircraft is complementary to its principal
business. Featherlite Aviation Company, a wholly-owned subsidiary of the
Company, conducts such aircraft dealer activities. Featherlite Aviation Company
holds for resale one used aircraft at December 31, 2000. The purchase, sale, use
and operation of aircraft and the volatility in the sales volume and value of
aircraft create risks to the Company and its operating results. The Company
maintains liability insurance policies relating to its aircraft in an amount it
believes to be adequate, but there is no assurance that its coverage will
continue to be available at an acceptable price or be sufficient to protect the
Company from adverse financial effects in the event of claims. Gains on aircraft
sales are included in the "Other income" caption in the Company's Consolidated
Statements of Operations. The Company's other business activities, excluding
aircraft, in the aggregate, accounted for approximately 4.2%, 5.0% and 5.0% of
the Company's net sales for 1998, 1999 and 2000, respectively. These activities
are included as part of the trailer and motorcoach segments in Note 14 to the
Company's Consolidated Financial Statements.

MARKETING AND SALES

Trailers

         The Company markets its trailers primarily through a network of over
240 full-line and limited-line dealers located in the United States and Canada,
and one distributor serving Alberta and British Columbia, Canada. Dealers
typically handle only a portion of the entire FEATHERLITE(R), FEATHERLITE-STL(R)
series and DIAMOND D(R) product lines and may sell other steel trailer brands.
Featherlite dealers are prohibited by their agreements with the Company from
selling other brands of aluminum trailers. No single dealer represents more than
10% of the Company's net sales. The Company's top 50 dealers accounted for
approximately 50% of the Company's net trailer sales for 1998, 1999 and 2000.
For these periods, 72% or more of the Company's trailer sales were made by its
dealer network, with the remainder representing direct Company sales to end
users. Company sales to end users are primarily drop deck trailers, specialty
trailers and race car transporters. For these periods, approximately 97% of the
number of units sold were sold by the dealer network.

         Dealers and distributors sell FEATHERLITE(R), FEATHERLITE-STL(R) series
and DIAMOND D(R) products under contractual arrangements which can be terminated
by either party on specified notice. Laws in certain states govern terms and
conditions under which dealers and distributors may be terminated. Such laws
have not materially adversely affected the Company to date. Changes in dealers
and distributors take place from time to time. The Company believes that a
sufficient number of prospective dealers exists across the United States and
Canada to permit orderly transitions whenever necessary. The Company is
continually seeking to expand the size and upgrade the quality of its dealer
network. The Company believes that significant areas of the United States and
Canada are not served by a sufficient number of dealers and the Company intends
to increase substantially its number of dealers over the next several years.

         The Company employs territory managers to assist in the marketing and
sales process. These managers assist the Company's dealers in coordinating the
selection of custom options by customers and the production of orders.



                                      -5-
<PAGE>   7

They also participate with the dealers at trade shows, fairs, rodeos, races and
other events to promote the FEATHERLITE(R) brand. Factory representatives also
actively seek out potential new dealers and provide sales and product training
to dealers and their staff.

Motorcoaches

         Substantially all motorcoaches are sold directly by Company personnel
to end user customers. In 1999, the Company established an exclusive
relationship with a dealer in seven Western states for sale of the FEATHERLITE
VOGUE(R) 5000 line of luxury motorcoaches. This dealer relationship was
terminated in June 2000. In September, 1999 the Company opened a new sales and
service center in Sanford, Florida, supporting all the FEATHERLITE LUXURY
COACHES(TM) product line. Company sales representatives participate in trade
shows, fairs, motorsports races and other events to promote FEATHERLITE
VANTARE(TM) and FEATHERLITE VOGUE(R) motorcoaches. The Company plans to open a
new sales and service center in North Carolina in the last half of 2001.

Financing

         A substantial portion of the Company's sales of motorcoaches and
trailers are paid for within 10 days of invoicing. The Company has arrangements
with Nations Credit Commercial Corporation, Deutsche Financial Services Corp,
Bombardier Capital, Conseco Finance, Inc. and TransAmerica Commercial Finance
Corp. to provide trailer floor plan financing for its dealers. Under these floor
plan arrangements, the Company is required in certain circumstances to
repurchase for the remaining unpaid balance, including finance charges plus
costs and expenses, any repossessed trailers financed through such arrangements.
At December 31, 2000, the Company is contingently liable for $12.0 million under
these repurchase arrangements. Although the Company has not been required to
make any significant payments or repurchases to date from its trailer dealers
(approximately $600,000 in 1999 and $80,000 in 2000), there can be no assurance
that such obligations will not, in the future, adversely impact the Company.

         Conseco Finance, Inc. and Featherlite Credit Corporation, a corporation
owned by certain of the Company's officers and directors, provide retail
financing to end user customers of the Company's trailer dealers. There is no
recourse to the Company on these retail financing arrangements.

         The Company has arrangements with several companies to provide
motorcoach retail financing to end user customers. There is no recourse to the
Company on these retail financing arrangements. The Company has a wholesale
floor plan agreement with a company to finance a portion of the new and used
motorcoaches held in inventory. In 2000, the Company was required to repurchase
motorcoaches for $2.2 million from a financial institution when its sole
motorcoach dealer defaulted on its financing agreement. There are no other
repurchase agreements for wholesale financing of motorcoaches with dealers at
December 31, 2000.

Promotions

         The Company's marketing is designed to advance consumer awareness of
the Featherlite brand and position it so that the unique strengths and benefits
of Featherlite products are clearly known. Furthermore, the Company's national
advertising campaigns are designed to motivate customers into action: to call a
toll-free number for free product information and the location of their nearest
Featherlite dealers and/or visit the Company's website for more comprehensive
description of product features and benefits. Market intelligence is gathered
which assists the Company craft its message and reach the most productive target
constituencies. Benefit and demographic segmentation are utilized to more
accurately target specific groupings of people within each product cluster.
Quarter Horse Journal, Western Horseman, Horse & Rider, Thoroughbred Times and
Horse Illustrated are some of the varied publications utilized to reach a
diverse customer base in the horse market. Similar selected groupings of
publications are utilized to target the various Company markets: automotive,
livestock/farm, recreational and utility, and mobile marketing. Over 100
publications in various product segments are advertising vehicles for the
Company. In addition, the Company utilizes television advertising, primarily on
racing programs carried on cable networks. Featherlite video is supplied to
large arenas for use on sponsor jumbotrons and electronic message boards.

                                      -6-
<PAGE>   8

         The Company produces approximately 40 different brochures, catalogues
and flyers that support direct mail initiatives and help satisfy consumer
inquiries.

         The Company promotes its motorcoach segment directly in user group
publications such as Family Motorcoaching magazine and RV Trader, which can
target specific high potential markets for pre-owned coaches. In addition, the
Company places classified and display advertising into high sales-potential
periods in the Wall Street Journal and selected regional metropolitan newspapers
near the Company's sales centers. Outdoor advertising is also used along
high-traffic interstate corridors. In addition, the Company participates in the
Family Motor Coach Association rallies twice each year, the Tampa RV Show and
numerous other shows and rallies. The Company's coach products are also
represented at motorsports events where other Featherlite products are promoted
and where Featherlite already has a customer base.

         The Company expanded its public and media relations focus in the last
quarter of 2000 and actively pursues regional and national media coverage of the
uniqueness of the Company as well as its new product introductions.

         An example of the Company's specialized niche market promotional
efforts is the motor sports industry. Featherlite currently is the "Official
Trailer" of NASCAR, Championship Auto Racing Teams (CART), National Hot Rod
Association (NHRA), Indy Racing League (IRL), Auto Racing Club of America
(ARCA), American Speed Association (ASA), National Hot Road Association (NHRA),
World of Outlaws (W.O.O.), the Indianapolis Motor Speedway and Speedway Motor
Corporation's race tracks and the "Official Coach" of NASCAR, IRL, NHRA and
CART. Featherlite is the title sponsor of the NASCAR Featherlite Southwest Tour
and the NASCAR Featherlite Modified Tour. The 2001 NASCAR Featherlite Southwest
Tour is comprised of nineteen events in various cities in Arizona, California,
Utah, New Mexico, Nevada and Colorado. The NASCAR Featherlite Modified Tour
schedule takes place primarily in the northeastern United States. The Company
expects to continue to design and build trailers to fit the needs of all types
of racing, including NASCAR, NHRA, ARCA, IndyCar, nostalgic, sprint car, off
road, motorcycle and motocross.

         In addition to the racing industry, the Company sponsors or is
associated with the All American Quarter Horse Congress, the Professional Bull
Riders Association, United States Team Roping Championship, Appaloosa Horse
Club, United States Combined Training Association, National High School Rodeo
Association and the National Western Livestock Show, as well as various rodeos
and state and local fairs and expos. Annually, Featherlite territory managers
attend in excess of 250 races, rodeos, fairs, trade shows and other special
events. The Company's dealers attend approximately 1,200 such events each year
staffing display and sales booths and meeting with the public.

Competition - Specialty Trailers

         The specialty trailer industry is highly competitive, especially with
respect to the most commonly sold models, such as one and two horse trailers.
Competition is based upon a number of factors, including brand name recognition,
quality, price, reliability, product design features, breadth of product line,
warranty and service. The primary competition to FEATHERLITE(R) aluminum
trailers are steel trailers, which typically sell for approximately 30% to 40%
less but are subject to rust and corrosion and are heavier. There are no
significant technological or manufacturing barriers to entry into the production
of steel trailers and only moderate barriers to the production of aluminum
trailers. Because the Company has a broad based product line, its competition
varies by product category. There is no single company that provides competition
in all product lines. Certain of the Company's competitors and potential
competitors are better established in segments of the Company's business. The
Company's principal competitors, all of which are located domestically, include
the following:




                                      -7-
<PAGE>   9
<TABLE>
<CAPTION>

Trailer Types                                 Principal Competitors' Brands
-------------                                 -----------------------------
<S>                                           <C>
Horse and Livestock......................     4 Star, Barrett, Sooner, Wilson, Sundowner, Kiefer Built,  W-W, Exiss

Utility..................................     Wells Cargo, PACE, Haulmark, US Cargo, Cargo Mate

Car Trailers and
Race Car Transporters....................     HighTech, Competition, Concept, Wells Cargo, Haulmark, PACE, Sooner
</TABLE>

Competition - Motorcoaches

         The motorcoach industry is highly competitive, particularly in XL and
high-end Class A models, with seven or more manufacturers. Featherlite is the
dominant producer of H model bus conversion coaches. Competition is based
primarily on quality and price although other factors such as brand name,
reliability, design features, warranty and service are also important. The brand
names of the Company's principal competitors in this industry, all of which are
located domestically, include, among others: Marathon, Liberty, Country Coach,
Angola, Monaco, and Custom.

MANUFACTURING

         The Company manufactures substantially all of its trailers at plants
located in Cresco, Nashua and Shenandoah, Iowa. In 2001, a decision was made to
close the Nashua location which the Company plans to complete by the end of
April, 2001. Featherlite has an agreement with one other company to manufacture
certain trailers. Under the agreement, the Company supplies specifications to
the manufacturer. The manufacturer, which is prohibited from manufacturing
trailers for any other entities without Featherlite's consent, purchases the
materials and provides labor and overhead expenses to manufacture the trailers
for contractually agreed upon prices. Such trailers constituted less than 1% of
net trailer sales for 2000.

         Except for tires, brakes, couplers, axles and various other purchased
items, the Company fabricates its component parts for its trailers. Most raw
materials and standard parts, including aluminum extrusions and sheet metal, are
available from multiple sources. Prices of aluminum, the principal commodity
used in the Company's business, fluctuate daily in the open market. As discussed
below, the Company has obtained fixed price contracts from suppliers to reduce
the risk related to fluctuations in the cost of aluminum for 2001. There is a
risk to future operating results if the Company is unable to obtain fixed
contracts to reduce the effect of fluctuations in the price of aluminum for the
remainder of its 2001 requirements.

         The Company purchases substantial amounts of aluminum extrusions from a
number of major suppliers, including: Alcoa Extrusions, Inc., Western Extrusions
Corporation, Easco Aluminum, INDALEX, Inc. and Aluminum Shapes, LLC and the
majority of its sheet metal from two large suppliers, Reynolds Aluminum Co. and
Vincent Metal Goods. The identity of particular suppliers and the quantities
purchased from each varies from period to period. The Company has not engaged in
hedging or the purchase and sale of future contracts other than contracts for
delivery to fill its own needs. The Company has contracts with certain of the
above suppliers to fill about 80 percent of its projected needs for aluminum in
2001. In the event that one or more of the Company's suppliers were unable to
deliver raw materials to the Company for an extended period of time, the
Company's production and profits could be materially and adversely affected if
an adequate replacement supplier could not be found within a reasonable amount
of time. Increases in prices of aluminum and other supplies may adversely affect
margins on the Company's products.

         In addition to obtaining long-term contracts from suppliers, the
Company may in the future also try to reduce the price risk associated with
aluminum by buying London Metal Exchange hedge contracts or options for future
delivery. These contracts would "lock in" the aluminum cost for the Company for
anticipated aluminum requirements during the periods covered by the contracts.
There is a potential risk of loss related to such contracts if the quantity of
materials hedged significantly exceeds the Company's actual requirements and the
contract is closed without taking physical delivery of the aluminum or if there
is a substantial drop in the actual cost of aluminum in relation to the hedge
contract price which would affect the competitive price of the Company's
product.

                                      -8-
<PAGE>   10

         In the manufacturing process, the Company seeks to maximize production
efficiency by using weekly production schedules which allocate scheduled
trailers to specific production lines within each plant. The Company generally
follows a build-to-order policy to control inventory levels. If orders cannot be
filled from any inventory maintained by the Company, they are scheduled for
production. Inventory pool trailers may be scheduled to maximize the efficiency
of the production lines. Lear manufacturing concepts and principles are being
taught and implemented in all areas of manufacturing.

         The Company also utilizes certain production lines solely for standard
model trailers. The Company utilizes an independent outside contractor to
provide customer specified paint and graphic designs on specialty trailers.
There is a risk related to delays in completing trailer delivery to the customer
due to delays by the subcontractor. This could adversely affect reported sales
and operating income.

         The Company manufactures all of its motorcoaches at plants located in
Sanford, Florida and Pryor, Oklahoma. Except for the coach shell, engines and
transmissions for Class A models and electronic equipment, various kitchen and
bathroom fixtures and accessories and other purchased items, the Company
fabricates all the components for its coaches, including building the chassis
for Class A type motorcoaches. The Company completes the conversion by finishing
the interior of the purchased shell to the layout and design requirements of the
customer or its specifications. All design engineering, plumbing, cabinetry and
upholstery required to complete the coach is done by Company personnel. In
January, 2001 the Company announced that it would transfer production of certain
bus conversion models from its Pryor, Oklahoma facility to its Sanford, Florida
facility and would use the Pryor, Oklahoma facility to focus on the development
and production of the Featherlite Vogue(R) series, including the 6000LX model
which was unveiled to the public in November 2000.

         The Company purchases its motorcoach shells from one manufacturer,
Prevost Car Company, Inc. of Sainte-Claire, Quebec, Canada, although the Company
could purchase certain shells from other manufacturers. The Company does not
have any long or short-term manufacturing contracts with Prevost. However, the
Company provides Prevost with its estimated yearly motorcoach requirements. Once
Prevost releases an order to production, Prevost becomes obligated to fill the
order and the Company becomes obligated to take delivery of the order. In the
event Prevost was unable to deliver motorcoach shells to the Company, the
Company's revenues and profits could be materially and adversely affected.

         The Company purchases engines and transmissions from local dealers. The
Company does have an informal commitment from the dealers for sufficient
transmissions and engines to meet projected requirements for 2001. In the event
the dealers are unable to deliver engines and transmissions to the Company, the
Company's revenues and profits could be materially and adversely affected.

BACKLOG

         At December 31, 2000 the Company had unfilled confirmed orders from its
customers in the amount of approximately $30.7 million, including $15.9 million
in motorcoach orders, compared with $33.1 million, including $17.2 million in
motorcoaches, at December 31, 1999. All orders in backlog at December 31, 2000
are expected to be filled during 2001.

QUALITY ASSURANCE

         The Company monitors quality at various points of the manufacturing
process. Due to the variety of custom products that the Company builds, employee
skill training and individual responsibility for workmanship are emphasized.
Inventory specialists assess the overall quality, physical dimensions, and
imperfections or damage to the raw materials. Extruded and sheet aluminum which
is outside of specified tolerances is rejected and replaced by the vendor. Line
foremen train and monitor work cells of employees. Quality control inspectors
inspect trailers for quality of workmanship, material quality and conformity of
options to order specifications.

                                      -9-
<PAGE>   11


GOVERNMENT AND INDUSTRY REGULATION

         The Company and its products are subject to various foreign, federal,
state and local laws, rules and regulations. The Company builds its trailers and
motorcoaches to standards of the federal Department of Transportation. The
Company is a member of the National Association of Trailer Manufacturers
("NATM") and manufactures its trailers to NATM standards. The quality assurance
program in the Company's Interiors Division includes being a member of the
Recreational Vehicle Industry Association ("RVIA"), which requires plumbing,
electrical and gas testing on trailers with living quarters. These tests are
recorded before RVIA certification numbers are affixed to trailers. RVIA
inspectors periodically check the production facility and work in progress to
assure that codes and procedures are met. Infractions can lead to fines or loss
of RVIA membership. The Company is also governed by regulations relating to
employee safety and working conditions and other activities. A change in any
such laws, rules, regulations or standards, or a mandated federal recall by the
National Highway Transportation Safety Board, could have a material adverse
effect on the Company.

PATENTS AND TRADEMARKS

         The Company has registered FEATHERLITE(R) as a trademark for use in
conjunction with trailers in the United States, Canada and Germany. It has also
requested this trademark for a variety of promotional items. In general, such
registrations are effective through the year 2001, with continuous ten-year
renewal periods thereafter. The Company has a United States trademark with
respect to FEATHERLITE-STL(R) series. In October 1995, the Company acquired the
rights to the DIAMOND D(R) trademark and has registered it as a trademark in the
United States and has a trademark application pending in Canada. In 1993, the
Company purchased the rights to two design patents, which expired in 1997,
relating to the V-nose design of certain of its horse, livestock and snowmobile
trailers. The Company believes that the patented designs are useful, but that
the expiration of the patents will not have a material effect on the Company. In
addition, the Company has obtained certain trailer design and utility patents
relating to race car transporters, snowmobile trailers and horse trailers.

         The Company has a United States trademark for "VANTARE BY
FEATHERLITE(R)" for use in conjunction with motorcoaches and yachts in the
United States and FEATHERLITE VOGUE(R) for motorcoaches in the United States.
The Company is also in the process of registering two new trademarks,
"FEATHERLITE VANTARE(TM)" and "FEATHERLITE LUXURY COACHES(TM)", for motorcoaches
in the United States.

WARRANTY

         The Company warrants the workmanship and materials of certain parts of
the main frame of its aluminum trailers under a limited warranty for a period of
six years and such parts of certain other Company trailers as well as other
products manufactured by the Company for periods of one to four years. The
limited warranty does not include normal wear items, such as brakes, bearings
and tires. The Company's warranty obligations are expressly limited to repairs
and replacement of parts. Historically, there have been no recalls of the
Company's trailers for replacement of major components or parts and the expense
of warranty claims for repairs or replacement of parts has been less than 1% of
the Company's net sales.

         The Company warrants for one year the workmanship and materials related
to certain parts of the motorcoach conversion. Otherwise, warranties applicable
to components purchased from vendors are applicable. The warranty of the
manufacturer of the shell, transmission and engine generally is for two years.
In August 2000, the Company began offering a limited warranty on certain
specified components of the FEATHERLITE VANTARE(TM) motorcoach for 36 months.

PRODUCT LIABILITY

         Although the Company has never been required to pay any significant
amount in a product liability action, as a manufacturing company it is subject
to an inherent risk of product liability claims. The Company maintains product
liability insurance policies in an amount it believes is adequate, but there is
no assurance that its coverage will continue




                                      -10-
<PAGE>   12

to be available at an acceptable price or be sufficient to protect the Company
from adverse financial effects in the event of product liability claims.

EMPLOYEES

         As of December 31, 2000, the Company had 1,727 employees, of whom 1,687
are full-time and 40 are part-time as follows: Production and production support
- 1,483, Sales and Marketing - 145, and Administration - 99. In 2001, the total
number of employees will be reduced by about 250 as the result of plant
restructurings and closings at locations in Pryor, Oklahoma and Nashua, Iowa.

         The Company is not a party to any collective bargaining agreements and
believes that it has good working relationships with its employees.

         The Company's success is highly dependent on its senior management,
including Conrad D. Clement, President and Chief Executive Officer. The loss of
Mr. Clement's services could have a material adverse effect on the Company's
business and development. There can be no assurance that an adequate replacement
could be found for Mr. Clement in the event of his departure. The Company
carries a $10 million term life insurance policy on Conrad Clement and a $5
million term life insurance policy on Tracy Clement, Executive Vice President.

         The Company has three separate agreements with Iowa community colleges
which provided the Company approximately $870,000 for job training purposes over
a period from 1992 to 1999. The amounts are to be repaid, together with
interest, over a ten year period from state withholding taxes on employees at
the Company's Iowa facilities. The Company may be required to provide funds for
the repayment of these training credits if sufficient withholding and unused
training funds are not available.

CAUTIONARY STATEMENTS

Forward-looking statements provide current expectations or forecasts of future
events and can be identified by the use of terminology such as "believe,"
"estimate," "expect," "intend," "may," "could," "will," "plan," "anticipate,"
and similar words or expressions. The Company's forward-looking statements
generally relate to its growth strategy, financial results, product development
and sales efforts. Forward-looking statements cannot be guaranteed and actual
results may vary materially due to the uncertainties and risks, known and
unknown, associated with such statements. The Company undertakes no obligations
to update any forward-looking statements. Featherlite wishes to caution readers
that the following important factors, among others, in some cases have affected,
and in the future could affect, Featherlite's actual results and could cause
Featherlite's actual consolidated results to differ materially from those
expressed in any forward-looking statements made by, or on behalf of,
Featherlite:

o    A moderating growth rate or decline in the overall demand or in
     specific market segment demand, in the US and to some extent Canada, for
     existing models of aluminum or steel specialty trailers and motorcoaches
     manufactured by Featherlite and in acceptance by the market of new trailer
     models and luxury coaches introduced by Featherlite; and general or
     specific economic conditions, pricing, purchasing, operational, advertising
     and promotional decisions by intermediaries in the distribution channels,
     which could affect their supply or end user demand for Featherlite
     products;

o    Increased competition from competitors and potential competitors which
     have greater financial and other resources than Featherlite; and
     competitors that are better established in segments of Featherlite's
     business;

o    Fluctuation in aluminum prices; inability of a major supplier of
     aluminum extrusion or sheets utilized by Featherlite to deliver raw
     materials on a timely basis;

o    Inability of graphics/paint subcontractor to complete custom specified
     paint and graphic designs delaying delivery of specialty trailers;

                                      -11-
<PAGE>   13

o    Inability of motorcoach shell manufacturer to deliver shells on a
     timely basis; inability to sell motorcoaches made on a spec basis at normal
     profit margins;

o    Declines in market value of motorcoaches taken as trade-in on new
     motorcoach or used motorcoach held for resale;

o    Inability of engine and transmission manufacturers to deliver
     engines/transmissions on a timely basis.

o    Effects of changes within Featherlite's organization, including the loss of
     the services of key management personnel, particularly Mr. Conrad Clement,
     President and Chief Executive Officer.

o    Availability of increased levels of financing and cash from operations
     necessary to improve the company's net liquidity deficiency, which has
     raised substantial doubt about the company's ability to continue as a going
     concern.

o    Continued pressure to increase the selling prices for Featherlite's
     products to reduce the impact on margins of increasing aluminum and other
     materials costs, labor rates and overhead costs related to the expanded
     production facilities and organization to support expected increases in
     sales; underutilization of Featherlite's manufacturing facilities,
     resulting in production inefficiencies and higher costs;

o    The inability to obtain adequate insurance coverage at an acceptable price
     or in a sufficient amount to protect Featherlite from the adverse effects
     of product and other liability claims;

o    The risks related to being a licensed aircraft dealer which deals in used
     business aircraft, including the purchase, sales, use and operation of
     aircraft and the volatility in the sales volume and value of aircraft;

o    Payments or repurchases by Featherlite related to guarantees of debt or the
     repurchase of trailers under certain circumstances in connection with
     dealer and retail product financing arrangements;

o    The costs and other effects of legal and administrative cases and
     proceedings (whether civil, such as environmental and product-related, or
     criminal), settlements and investigations, claims and changes in those
     items;

o    Unanticipated costs associated with closing the Company's Nashua, Iowa,
     facility and moving coach conversion operations from Pryor, Oklahoma, to
     Sanford, Florida.

o    A change in foreign, federal, state and local laws, rules and regulations
     related to Featherlite, its products, or activities.

The Company notes these factors as permitted by the Private Securities
Litigation Reform Act of 1995. It is not possible to foresee or identify all
factors that could cause actual results to differ from expected or historic
results. As such, investors should not consider any list of such factors to be
an exhaustive statement of all risks, uncertainties or potentially inaccurate
assumptions.


ITEM 2.   PROPERTIES

     The Company's principal sales, marketing and executive offices are located
in a 20,000 square foot building owned by the Company near Cresco, Iowa.
Adjacent to it is a Company-owned 50,000 square foot (including 20,000 added in
1997) parts distribution center and a rework, maintenance and trailer
distribution facility, from which substantially all trailer deliveries to
dealers are made.

     The Company has production and warehouse facilities in Cresco, Nashua and
Shenandoah, Iowa. The Cresco facilities presently consist of five buildings and
include approximately 258,000 square feet including a 140,000 square foot
expansion completed in March 1995 and a 20,000 square foot expansion in 1998.
Three buildings, totaling




                                      -12-
<PAGE>   14

approximately 156,000 square feet of Company owned space and 30,000 square feet
of leased space, are used for production of trailers and fabrication of
components. A 58,000 square foot building is used, pursuant to a lease, for
custom interior finishing and a 14,000 square foot building, which the Company
owns, is used for storage of raw materials. In 1998 and again in 2000, the
Company indefinitely deferred plans to build a warehouse facility for raw
material storage at its Cresco location.

         The Shenandoah facilities include a 117,000 square foot manufacturing
facility purchased in October 1995 in connection with the DIAMOND
D(R)acquisition. The Company-owned Nashua facilities include a 51,000 square
foot manufacturing plant and an 18,000 square foot plant/office building. In
1998, the Company sold two of the three buildings owned in Grand Meadow,
Minnesota that were used as the Company's corporate office and
rework/distribution center prior to the relocation of these activities to Iowa
in 1993. The Company currently is attempting to sell the remaining Grand Meadow
facility which consists of about 11 acres of land and a small warehouse
facility. In 2001, the Company decided to close the Nashua plant facility and
will attempt to sell the property.

         In July 1996, the Company acquired office and production facilities and
other assets of Vantare International, Inc. in Sanford, Florida. This facility
includes approximately 55,000 square feet of production and office space and is
used for the conversion of luxury motorcoaches. This facility is owned by
Seminole Port Authority and is being leased by the Company at an approximate
annual cost of $388,000 under the terms of an operating lease which expires in
2007. These facilities were expanded in 1997 to add 24,000 square feet to the
production and office space as well as 6,000 square feet for outside service
bays. In 1997, vacant land near the Vantare facilities was purchased for future
expansion and in October 1999, the Company completed construction of an 18,000
square foot sales office and a 21,000 square foot service center with seventeen
service bays. The cost of this entire project including land and development
costs was approximately $5.5 million.

         In September 1996, the Company leased property in Mocksville, North
Carolina, under the provisions of an operating lease which has an initial term
of ten years with options to extend the initial term up to ten years. These
facilities are being used to provide service for Featherlite trailers and
transporters and for the retail sale of Featherlite luxury coaches. The Company
is planning to lease a new sales and service center in North Carolina from an
entity owned by certain of its shareholders. This facility is expected to be
completed in the last half of 2001. It will be used for selling new and used
motorcoaches and Featherlite specialty trailers and transporters.

         In May 1998, the Company acquired office and production facilities and
other assets of Mitchell Motorcoach Sales, Inc. in Pryor, Oklahoma. This
facility includes approximately 150,000 square feet of production and office
space and is used to manufacture luxury motorcoaches. It is owned by Oklahoma
Ordnance Works Authority and is being leased to the Company at an approximate
annual cost of $299,000 under the terms of an operating lease which expires in
March, 2011. In September 2000, the Company leased approximately 15 acres of
land adjacent to this facility at an approximate annual cost of $27,000 for a
period expiring in March 2011. This land will be used for trailer sales and
additional parking space.

ITEM 3. LEGAL PROCEEDINGS

         The Company, in the course of its business, has been named as a
defendant in various legal actions. Most, but not all, of such actions are
product liability or workers' compensation claims in which the Company is
covered by insurance subject to applicable deductibles. Although the ultimate
outcome of such claims cannot be ascertained at this time, it is the opinion of
management, after consultation with counsel, that the resolution of such suits
will not have a material adverse effect on the financial position of the Company
but may be material to the Company's operating results for any particular
period.




ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                                      -13-
<PAGE>   15

         No matter was submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders.


                      EXECUTIVE OFFICERS OF THE REGISTRANT

         The following table sets forth certain information concerning the
executive officers of the Company:

<TABLE>
<CAPTION>

     Name of
Executive Officer                 Age       Present Position with Company
-----------------                 ---       ------------------------------
<S>                                <C>      <C>
 Conrad D. Clement                 57       President, Chief Executive Officer and Director

 Jeffery A. Mason                  60       Chief Financial Officer and Director

 Tracy J. Clement                  34       Executive Vice President and Director

 Gary H. Ihrke                     54       Vice President of Operations & Secretary

 Eric P. Clement                   31       Vice President of Sales

 Larry D. Clement                  54       Treasurer
</TABLE>


         The term of office of each executive officer is from one annual meeting
of directors until the next annual meeting of directors or until a successor is
elected.

         The business experience of the executive officers during the past five
years is as follows:

         CONRAD D. CLEMENT has been the Chairman, President and Chief Executive
Officer and a director of the Company since its inception in 1988. From 1969 to
1988, Mr. Clement was the President and principal owner of several farm
equipment and agricultural businesses. Mr. Clement is also the President and
Chief Executive Officer and a shareholder of Featherlite Credit Corporation, an
affiliate of the Company ("Featherlite Credit"). Mr. Clement is the brother of
Larry D. Clement and the father of Tracy J. Clement and Eric P. Clement.

         JEFFERY A. MASON has been the Chief Financial Officer of the Company
since August 1989 and has been a director of the Company since June 1993. From
1969 to 1989, Mr. Mason served in various financial management capacities with
several companies, including Arthur Andersen LLP and Carlson Companies. Mr.
Mason is a certified public accountant.

         TRACY J. CLEMENT has been Executive Vice President and a director of
the Company since 1988. Prior to 1988, Mr. Clement was a shareholder and manager
of several farm equipment and agricultural businesses with his father, Conrad D.
Clement. Mr. Clement is also an officer and shareholder of Featherlite Credit
Corporation.

         GARY H. IHRKE was appointed Secretary in August 1996 and Vice President
of Operations in March 1996 after service as Vice President of Manufacturing
since June 1993 and was previously a director of the Company. From January 1989
to June 1993, Mr. Ihrke was the General Manager of the Company's Cresco, Iowa
facilities. From 1969 to 1989, he served as general manager and branch manager
of an agricultural equipment manufacturing company.

         ERIC P. CLEMENT has been Vice President of Sales since March 1996 after
service as Vice President of Operations since January 1991 and was previously a
director of the Company. Prior to that time, Mr. Clement attended college and
worked part time for businesses owned by his father, Conrad D. Clement. Mr.
Clement is also an officer and shareholder of Featherlite Credit Corporation.


                                      -14-
<PAGE>   16

         LARRY D. CLEMENT has been Treasurer of the Company since 1988 and was
previously secretary and a director of the Company. He has also been the owner
and President of several auto and truck dealerships since 1971. Mr. Clement is
the President and Secretary of Clement Auto & Truck, Inc., a
FEATHERLITE(R)dealer. Mr. Clement is the brother of Conrad D. Clement.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The information required by Item 5 is incorporated herein by reference
to the section labeled "Selected Financial Information" which appears in the
Company's Annual Report to Shareholders for the fiscal year ended December 31,
2000.

ITEM 6. SELECTED FINANCIAL DATA

         The information required by Item 6 is incorporated herein by reference
to "Selected Financial Information" which appears in the Company's Annual Report
to Shareholders for the fiscal year ended December 31, 2000.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

         The information required by Item 7 is incorporated herein by reference
to the section labeled "Management's Discussion and Analysis" which appears in
the Company's Annual Report to Shareholders for the fiscal year ended December
31, 2000.

ITEM 7A. QUANTITATIVE & QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         The information required by Item 7A is incorporated herein by reference
to the section labeled "Management's Discussion and Analysis" which appears in
the Company's Annual Report to Shareholders for the fiscal year ended December
31, 2000.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Except for the reports of the Company's current independent public
accountants and previous independent auditors, which are set forth below, the
information required by Item 8 is incorporated herein by reference to the
consolidated financial statements and notes thereto which appear in the
Company's Annual Report to Shareholders for the fiscal year ended December 31,
2000.

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Featherlite, Inc.

We have audited the accompanying consolidated balance sheets of Featherlite,
Inc. ( a Minnesota corporation) and subsidiary as of December 31, 2000 and 1999
and the related consolidated statements of operations, shareholders' investment
and cash flows for the years then ended. These financial statements and the
schedule referred to below are the responsibility of Company's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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.

                                      -15-
<PAGE>   17
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Featherlite, Inc. and
subsidiary as of December 31, 2000 and 1999 and the results of their operations
and their cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company is unable to ascertain whether it
will have sufficient liquidity available under is existing lines of credit to
fund operations or whether the Company will meet various covenant requirements
contained in its revolving loan and security agreement. These matters raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 2. The
accompanying consolidated financial statements do not include adjustments that
might result from the outcome of this uncertainty.

Our audit was made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The schedule listed in the
index to consolidated financial statements is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part
of the basic financial statements. This schedule has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.

Arthur Andersen LLP

Minneapolis, Minnesota
March 30, 2001

                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
Featherlite, Inc.
Cresco, Iowa

We have audited the accompanying consolidated statements of operations, changes
in shareholders' investment and cash flows of Featherlite, Inc. for the year
ended December 31, 1998. 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 audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of its operations and its cash
flows for the year ended December 31, 1998, in conformity with generally
accepted accounting principles.

                                       McGLADREY AND PULLEN, LLP

Rochester, Minnesota
February 8, 1999




ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

                                      -16-
<PAGE>   18

                               Previously reported

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

         Other than "Executive Officers of the Registrant" which is set forth at
the end of Part I of this Form 10-K, the information required by Item 10 is
incorporated herein by reference to the sections labeled "Election of Directors"
and "Section 16(a) Beneficial Ownership Reporting Compliance" which appear in
the Company's definitive Proxy Statement for its 2001 Annual Meeting of
Shareholders.

ITEM 11. EXECUTIVE COMPENSATION

         The information required by Item 11 is incorporated herein by reference
to the section labeled "Executive Compensation" which appears in the Company's
definitive Proxy Statement for its 2001 Annual Meeting of Shareholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The information required by Item 12 is incorporated herein by reference
to the sections labeled "Principal Shareholders" and "Management Shareholdings"
which appear in the Company's definitive Proxy Statement for its 2001 Annual
Meeting of Shareholders.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information required by Item 13 is incorporated herein by reference
to the section labeled "Certain Transactions" which appears in the Company's
definitive Proxy Statement for its 2001 Annual Meeting of Shareholders.


                                      -17-
<PAGE>   19

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

         (a) DOCUMENTS FILED AS PART OF THIS REPORT:

             (1)  CONSOLIDATED FINANCIAL STATEMENTS:

                   Index to Consolidated Financial Statements

<TABLE>
<CAPTION>
                                                                                Page
                                                                                ----
<S>                                                                              <C>
                  Report of Independent Public Accountants...................... 15
                  Independent Auditor's Report ................................. 16
                  Balance Sheets at December 31, 2000 and 1999..................   *
                  Statements of Operations for each of the years
                    ended December 31, 2000, 1999 and 1998......................   *
                  Statements of Cash Flows for each of the years
                    ended December 31, 2000, 1999 and 1998......................   *
                  Statements of Shareholders' Investment for each
                    of the years ended December 31, 2000, 1999 and 1998.........   *
                  Notes to Consolidated Financial Statements....................   *
</TABLE>

             (2)  FINANCIAL STATEMENT SCHEDULES:
<TABLE>
<S>                                                                              <C>
                  Schedule II -- Valuation and Qualifying Accounts.............. 18
</TABLE>

             (3)  EXHIBITS.  See Exhibit Index on page following signatures.

         (b) REPORTS ON FORM 8-K. No reports on Form 8-K have been filed during
             the last quarter of the period covered by this report.

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

*   Incorporated by reference to the Company's Annual Report to Shareholders for
    the fiscal year ended December 31, 2000, portions of which are included with
    this Form 10-K as Exhibit 13.




                               FEATHERLITE, INC.

          SCHEDULE II -- SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTS
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                                 Additions
                                                              ---------------------------------------------
                                              Balance at      Charged to      Charged to                          Balance
                                               Beginning       Costs and         Other                            at End
Description                                    of Period        Expenses        Accounts      Deductions(1)      of Period
-----------                                   ----------      ----------      ----------      -------------      ---------
<S>                                           <C>             <C>             <C>             <C>                <C>
Year ended December 31, 1998
  Allowance for doubtful accounts............      $67            $50                              $53             $ 64

Year ended December 31, 1999
  Allowance for doubtful accounts............       64             49                               48               65

Year ended December 31, 2000
  Allowance for doubtful accounts............       65            163                               48              180
</TABLE>
--------------

(1) Write off of doubtful accounts


                                      -18-
<PAGE>   20



                                   SIGNATURES


         In accordance with the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.


                                       FEATHERLITE, INC.

                                       By: /s/ Conrad D. Clement
                                       ----------------------------------------
                                       Conrad D. Clement
Date:  March 27, 2001                  President and Chief Executive Officer



                                      -19-
<PAGE>   21



         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.

                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes CONRAD D. CLEMENT
and TRACY J. CLEMENT his true and lawful attorneys-in-fact and agents, each
acting alone, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any or all
amendments to this Annual Report on Form 10-K 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, each acting alone, 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 said attorneys-in-fact and agents,
each acting alone, or his substitute or substitutes, may lawfully do or cause to
be done by virtue thereof.
<TABLE>
<CAPTION>


Signature                                    Title                       Date
---------                                    ------                      ----
<S>                                          <C>                         <C>
/s/ Conrad D. Clement                        President, Chief            March 27, 2001
----------------------------------------     Executive Officer and
Conrad D. Clement                            Director (Principal
                                             Executive Officer)

/s/ Jeffery A. Mason                         Chief Financial Officer     March 27, 2001
----------------------------------------     and Director (Principal
Jeffery A. Mason                             Financial and Accounting
                                             Officer)

/s/ Tracy J. Clement                         Executive Vice President    March 27, 2001
----------------------------------------     and Director
Tracy J. Clement

/s/ Charles A. Elliott                       Director                    March 27, 2001
----------------------------------------
Charles A. Elliott

/s/ Thomas J. Winkel                         Director                    March 27, 2001
----------------------------------------
Thomas J. Winkel

/s/ Kenneth D. Larson                        Director                    March 27, 2001
----------------------------------------
Kenneth D. Larson

/s/ Terry E. Branstad                        Director                    March 27, 2001
----------------------------------------
Terry E. Branstad
</TABLE>

                                      -20-
<PAGE>   22








                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            -------------------------

                                  EXHIBIT INDEX
                                       TO
                         FORM 10-K FOR FISCAL YEAR ENDED
                                DECEMBER 31, 2000
                            -------------------------

                                FEATHERLITE, INC.
<TABLE>
<CAPTION>

      EXHIBIT
       NUMBER                                                   DESCRIPTION
     ---------        ---------------------------------------------------------------------------------------------
<S>                   <C>
        2.1           Agreement and Plan of Reorganization dated May 8, 1998 with Mitchell Motorcoach Sales, Inc.--
                      incorporated by reference to Exhibit 10.10 to Company's 10-Q for the quarter ended June 30,
                      1998*

        2.2           Amendment to Agreement between the Company and Mitchell Motorcoach Sales, Inc. dated December
                      31, 1998--incorporated by reference to Exhibit 2.2 to the Company's 10K for the year ended
                      December 31, 1998*

        3.1           The Company's Articles of Incorporation, as amended-- incorporated by reference to Exhibit 3.1
                      to Company's 10-Q for the quarter ended March 31, 1998*

        3.2           The Company's Bylaws, as amended-- incorporated by reference to Exhibit 3.2 to Company's S-1
                      Registration Statement, Reg. No. 33-82564*

        4.1           Specimen Form of the Company's Common Stock Certificate-- incorporated by reference to Exhibit
                      4.1 to Company's S-1 Registration Statement, Reg. No. 33-82564*

        10.1          Agreements with Western Extrusions for aluminum purchases for the year 2000-- incorporated by
                      reference to Exhibit 10.1 to Company's 10-Q for the quarter ended March 31, 1999*

        10.2          Agreement with Edgcomb Metals for aluminum purchases for the year 2000 -- incorporated by
                      reference to Exhibit 10.2 to Company's 10-Q for the quarter ended March 31, 1999*

        10.3          Agreement with Reynolds Aluminum Supply Company-- incorporated by reference to Exhibit 10.3 to
                      Company's 10-Q for the quarter ended March 31, 1999*

        10.4          Agreement with Vincent Metal Goods--incorporated by reference to Exhibit 10.4 to Company's
                      10-Q for the quarter ended March 31, 1999*

        10.5          Agreements with Aluminum Shapes for aluminum purchases for the year 2000 -- incorporated by
                      reference to Exhibit 10.5 to Company's 10-Q for the quarter ended March 31, 1999*

        10.6          Agreement with Reynolds Aluminum Supply Company-- incorporated by reference to Exhibit 10.6 to
                      Company's 10-Q for the quarter ended March 31, 1999*

        10.7          Revolving Loan and Security Agreement with Firstar Financial Services, Division of Firstar
                      Bank, Milwaukee, Wisconsin-- incorporated by reference to Exhibit 10.1 to Company's 10-Q for
                      the quarter ended September 30, 1998*

        10.8          Amendment to Revolving Loan and Security Agreement between the Company and Firstar Financial
                      Services dated February 8, 1999-- incorporated by reference to Exhibit 10.8 to Company's 10-K
                      for the year ended December 31, 1998*
</TABLE>


                                      -21-
<PAGE>   23

<TABLE>

<S>                   <C>
        10.9          **1994 Stock Option Plan, including Form of Incentive Stock Option Agreement-- incorporated by
                      reference to Exhibit 10.2 to Company's S-1 Registration Statement, Reg. No. 82564*

       10.10          Industrial New Jobs Training Agreement between the Company and Northeast Iowa Community
                      College-- incorporated by reference to Exhibit 10.10 to Company's S-1 Registration Statement,
                      Reg. No. 33-82564*

       10.11          Industrial New Jobs Training Agreement between the Company and Hawkeye Institute of Technology
                      -- incorporated by reference to Exhibit 10.11 to Company's S-1 Registration Statement, Reg. No.
                      33-82564*

       10.12          Inventory Repurchase Agreement, dated September 12, 1990, between the Company and NationsCredit
                      Commercial Corporation (formerly Chrysler First Commercial Corporation Limited) -- incorporated
                      by reference to Exhibit 10.12 to Company's S-1 Registration Statement, Reg. No. 33-82564*

       10.13          Floorplan Agreement, dated March 27, 1992, between the Company and ITT Commercial Finance
                      Corp.-- incorporated by reference to Exhibit 10.13 to Company's S-1 Registration Statement,
                      Reg. No. 33-82564*

       10.14          Inventory Repurchase Agreement, dated February 27, 1995, between the Company and TransAmerica
                      Commercial Finance Corporation -- incorporated by reference to Exhibit 10.23 to Company's Form
                      10-K for the fiscal year ended December 31, 1995*

       10.15          Agreement for wholesale financing dated October 3, 1996 between the Company and Deutsche
                      Financial Services-- incorporated by reference to Exhibit 10.22 to Company's 10-K for the
                      fiscal year ended December 31, 1996*

       10.16          **Amendment to 1994 Stock Option Plan dated May 14, 1996 -- incorporated by reference to
                      Exhibit 10.23 to Company's 10-K for the fiscal year ended December 31, 1996*

       10.17          Real Estate Promissory Note, dated November 30, 1998 in the amount of $4,000,000 to First
                      Union Bank--incorporated by reference to Exhibit 10.19 to the Company's 10-K for the year ended
                      December 31, 1998*

       10.18          Swap Transaction Confirmation dated November 30, 1998 between the Company and First Union Bank
                      incorporated by reference to Exhibit 10.20 to the Company's 10-K for the year ended December
                      31, 1998*

       10.19          Lease Agreement with Clement Enterprises for Rental of Aircraft- incorporated by reference to
                      Exhibit 10.1 to Company's Form 10Q for the quarter ended June 30,1999*

       10.20          Agreement with Clement Enterprises to Purchase Aircraft- incorporated by reference to Exhibit
                      10.1 to Company's Form 10Q for the quarter ended September 30, 1999*

       10.21          Amendment dated January 5, 2000 to Revolving Loan and Security Agreement between Firstar
                      Financial Services and the Company *

       10.22          Mortgage and Security Agreement  dated October 15, 1999 between the Company and First Union
                      National Bank in the amount of $1,140,640*.

       10.23          Amendment No. 3 to Amended and Restated Agreement for Wholesale Financing with Deutsche
                      Financial Services Corporation -incorporated by reference to Exhibit 10.1 to the Company's
                      Form 10-Q for the quarter ended March 31, 2000*

       10.24          Amendment No. 4 dated September 29, 2000 to Amended and Restated Agreement for Wholesale
                      Financing with Deutsche Financial Services Corporations-incorporated by reference to Exhibit
                      10.1 to the Company's Form 10-Q for the quarter ended September 30, 2000.*
</TABLE>



<PAGE>   24

<TABLE>

<S>                   <C>
       10.25          Letter dated October 17, 2000 amending Revolving Loan and Security Agreement with Firstar
                      Financial Services, Inc--incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q
                      for the quarter ended September 30, 2000.*

       10.26          Letter agreement with Reynolds Aluminum Supply Company dated October 30, 2000.***

       10.27          Letter agreement with Aluminum Shapes L.L.C. dated October 26, 2000.***

       10.28          Letter agreement with Alcoa Extrusions, Inc. dated October 27, 2000.***

       10.29          Fixed-Price Purchase and Sales Agreement with Indalex, Inc. dated March 20, 2001***

       10.30          Fixed-Price Purchase and Sales Agreement with Indalex Inc. dated March 20, 2001***

       10.31          Letter agreement with Aluminum Shapes LLC dated March 23, 2001***

       10.32          Letter agreement with Alcoa Extrusions, Inc dated March 14, 2001***

       10.33          Letter agreement with Alcoa Extrusions, Inc. dated March 14, 2001***

       10.34          Letter agreement with Alcoa Extrusions, Inc. dated March 6, 2001***

       10.35          Third Amendment to Revolving Loan and Security Agreement with Firstar Bank,N.A. dated as of March
                      31, 2001

        13            Portions of annual report to shareholders for  the fiscal year ended December 31, 2000 incorporated
                      by reference in this Form 10-K

        21            Subsidiaries of the Company:


                        Name                               State of Incorporation
                        ----                               ----------------------
                      Featherlite Aviation Company         Minnesota

        23.1          Consent of Arthur Andersen LLP

        23.2          Consent of McGladrey & Pullen, LLP

         24           Powers of Attorney of directors-- included under the "Signatures" section of this Form 10-K
</TABLE>


*   Incorporated by reference to a previously filed document or report (File
    #0-24804, unless otherwise indicated)

**  Management contract or compensatory plan or arrangement required to be filed
    as an exhibit to this form 10-K

*** Portions of these documents have been omitted pursuant to a request for
    confidential treatment.