OSHKOSH B GOSH INC, DEF 14A, 1998-04-03

OSHKOSH B GOSH INC
DEF 14A, 1998-04-03
APPAREL & OTHER FINISHD PRODS OF FABRICS & SIMILAR MATL

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<PAGE> 1
PROXY SOLICITATION--SECTION 14(A) SECTION 14(A)

SCHEDULE 14A

[PARAGRAPH 24,031] INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A IS PROPOSED TO BE AMENDED. SEE BELOW.

REG. SECTION 240.14A-101
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

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(Name of Registrant as Specified In Its Charter)

OSHKOSH B'GOSH, INC.
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(1)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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

(2) Aggregate number of securities to which transaction applies:

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

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

[ ] Fee paid previously with preliminary materials.

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

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing party:

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(4) Date filed:

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FEDERAL SECURITIES LAW REPORTS
<PAGE> 2
[Cover Page to Schedule 14A amended in Release No. 34-37692 (Paragraph 85,845).
effective October 7, 1996, 61 F.R. 49957.]

NOTES.--A. Where any item calls for information with respect to any matter to
be acted upon and such matter involves other matters with respect to which
information is called for by other items of this schedule, the information
called for by such other items also shall be given. For example, where a
solicitation of security holders is for the purpose of approving the
authorization of additional securities which are to be used to acquire another
specified company, and the registrants' security holders will not have a
separate opportunity to vote upon the transaction, the solicitation to
authorize the securities is also a solicitation with respect to the
acquisition. Under those facts, information required by Items 11, 13 and 14
shall be furnished.

B. Where any item calls for information with respect to any matter to be
acted upon at the meeting, such item need be answered in the registrant's
soliciting material only with respect to proposals to be made by or on behalf
of the registrant.

C. Except as otherwise specifically provided, where any item calls for
information for a specified period with regard to directors, executive
officers, officers or other persons holding specified positions or
relationships, the information shall be given with regard to any person who
held any of the specified positions or relationships at any time during the
period. Information need not be included for any portion of the period during
which such person did not hold any such position or relationship, provided a
statement to that effect is made.

D. Information may be incorporated by reference only in the manner and to the
extent specifically permitted in the items of this schedule. Where
incorporation by reference is used, the following shall apply:

1. Any incorporation by reference of information pursuant to the provisions
of this schedule shall be subject to the provisions of Section 228.10(f) and
Section 229.10(d) of this chapter restricting incorporation by reference of
documents which incorporate by reference other information. A registrant
incorporating any documents, or portions of documents, shall include a
statement on the last page(s) of the proxy statement as to which documents, or
portions of documents, are incorporated by reference. Information shall not be
incorporated by reference in any case where such incorporation would render the
statement incomplete, unclear or confusing.

2. If a document is incorporated by reference but not delivered to security
holders, include an undertaking to provide, without charge, to each person to
whom a proxy statement is delivered, upon written or oral request of such
person and by first class mail or other equally prompt means within one
business day of receipt of such request, a copy of any and all of the
information that has been incorporated by reference in the proxy statement (not
including exhibits to the information that is incorporated by reference unless
such exhibits are specifically incorporated by reference into the information
that the proxy statement incorporates), and the address (including title or
department) and telephone numbers to which such a request is to be directed.
This includes information contained in documents filed subsequent to the date
on which definitive copies of the proxy statement are sent or given to security
holders, up to the date of responding to the request.

PARAGRAPH 24,031 REG. SECTION 240.14a-101 COPYRIGHT 1997, COMMERCE
CLEARING HOUSE, INC.
<PAGE> 3

NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
ON MAY 1, 1998

To Shareholders of OshKosh B'Gosh, Inc.

The annual meeting of shareholders of OshKosh B'Gosh, Inc. (the "Company"),
will be held at the OshKosh B'Gosh store, Horizon Outlet Center, 3001 South
Washburn Street, Oshkosh, Wisconsin on May 1, 1998 at 9:00 a.m., to consider and
act upon the following matters:

1. The election of a Board of nine Directors.

2. A proposal to amend Article FOURTH of the Company's Certificate of
Incorporation to require that any dividend payable to holders of Common
Stock in shares of Common Stock or in securities convertible into or
exercisable for Common Stock be paid ratably in shares of Class A Common
Stock (or related securities) to holders of that class and in shares of
Class B Common Stock (or related securities) to holders of that class (the
"Stock Dividend Amendment").

3. The transaction of such other business as may properly come before
the meeting or any adjournment or adjournments thereof.

The close of business on March 13, 1998, is the record date for the meeting
and only shareholders of record at that time will be entitled to notice of and
to vote at the meeting or any adjournment or adjournments thereof.

Your attention is called to the Proxy Statement accompanying this Notice
for a more complete statement regarding the matters to be acted upon at the
meeting. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ELECTION OF ALL NOMINEES
AND "FOR" THE STOCK DIVIDEND AMENDMENT.

Steven R. Duback,
Secretary

Oshkosh, Wisconsin
March 31, 1998

To aid in the early preparation of a record relative to those voting by Proxy,
please indicate your voting directions, sign and date the enclosed Proxy and
return it promptly in the enclosed envelope. If you should be present at the
meeting and desire to vote in person or for any other reason desire to revoke
your Proxy, you may do so at any time before it is voted. If you receive both a
Class A Proxy and a Class B Proxy, please sign both and return both.
<PAGE> 4

PROXY STATEMENT

OSHKOSH B'GOSH, INC.
112 OTTER AVENUE
OSHKOSH, WISCONSIN 54901
(920) 231-8800

SOLICITATION AND VOTING

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of OshKosh B'Gosh, Inc. (the "Company") for
the annual meeting of shareholders to be held at 9:00 a.m. on Friday, May 1,
1998. Shares represented by properly executed proxies received by the Company
will be voted at the meeting or any adjournment thereof in accordance with the
terms of such proxies, unless revoked. Proxies may be revoked at any time prior
to the voting thereof either by written notice filed with the Secretary or
Acting Secretary of the meeting or by oral notice to the presiding officers
during the meeting.

The record date for the meeting is the close of business on March 13, 1998.
At that date, there were 8,702,429 shares of Class A Common Stock and 1,177,357
shares of Class B Common Stock outstanding. Each share of Class A Common Stock
entitles its holder to one vote for the election of each of two directors. Each
share of Class B Common Stock entitles its holder to one vote for the election
of each of seven directors and one vote on the Stock Dividend Amendment. Each
share of Class B Common Stock also entitles its holder to one vote concerning
all other matters properly coming before the meeting. Any shareholder entitled
to vote may vote either in person or by duly authorized proxy.

A majority of the shares of each class, represented in person or by proxy,
constitutes a quorum. Directors to be elected by each class shall be elected by
a plurality of the votes of the shares of that class present in person or
represented by proxy at the meeting. "Plurality" means that the individuals who
receive the largest number of votes are elected as directors up to the maximum
number of directors to be chosen at the meeting. The Stock Dividend Amendment
requires the affirmative vote of a majority of the outstanding shares of Class B
Common Stock. In all other matters, the affirmative vote of the majority of the
shares of Class B Common Stock present in person or represented by proxy at the
meeting will be the act of the shareholders; holders of Class A Common Stock are
not entitled to vote on other matters except as required by law.

The independent inspector shall count the votes and ballots. Abstentions
are considered as shares present and entitled to vote but are not counted as
affirmative votes cast on a given matter. As a result, abstentions will have no
effect with respect to the election of directors but will have the same effect
as a "no" vote on other matters. A broker or nominee holding shares registered
in its name, or in the name of its nominee, which are beneficially owned by
another person and for which it has not received instructions as to voting from
the beneficial owner has the discretion to vote the beneficial owner's shares
with respect to the election of directors but may not have discretion to do so
with respect to any other matters. Any broker or nominee "non-votes" with
respect to any matter will not be considered as shares entitled to vote on that
matter and will not be considered by the inspector when counting votes cast on
the matter. However, such broker "non-votes" will be counted for quorum purposes
if the proxy is voted by the broker with respect to the election of directors.

A majority of the shares of each class represented at the meeting, even if
less than a majority of the outstanding stock of either or both classes, may
adjourn the meeting from time to time without further notice.

Expenses in connection with the solicitation of proxies will be paid by the
Company. Upon request, the Company will reimburse brokers, dealers and banks or
their nominees, for reasonable expenses incurred in forwarding copies of the
proxy material and annual report to the beneficial owners of shares which such
persons hold of record. Solicitation of proxies will be made principally by
mail. Proxies may also be solicited in person, or by telephone or telegraph, by
officers and regular employees of the Company.

This proxy material is being mailed to shareholders commencing on or about
March 31, 1998.

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<PAGE> 5

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the Company's Class A Common Stock and Class B Common Stock by each
director, each nominee for director, each person known to own more than 5% of
either class of the Company's Common Stock, each executive officer named in the
Summary Compensation Table, and all directors and executive officers as a group.
The information is as of January 1, 1998, except as may otherwise be indicated.
Although shares of Class B Common Stock are convertible into Class A Common
Stock on a 1-for-1 basis, the Class A Common Stock disclosures do not include
shares that would be issuable upon such conversion. Except as indicated in the
footnotes such persons have sole voting and investment power of the shares
beneficially owned and disclaim beneficial ownership of shares held directly by
their spouses.

<TABLE>
<CAPTION>
SHARES OF CLASS A PERCENTAGE SHARES OF CLASS B PERCENTAGE
COMMON STOCK OF SHARES COMMON STOCK OF SHARES
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED OUTSTANDING BENEFICIALLY OWNED OUTSTANDING
------------------------------------ ------------------ ----------- ------------------ -----------
<S> <C> <C> <C> <C>
Banc One Corporation and subsidiaries,
including amounts owned as Trustee of the
Earl W. Wyman Trusts dated February 17,
1960 as amended ("Earl W. Wyman
Trusts")(1)................................ 896,927 10.3% *
100 East Broad Street
Columbus OH 43271-0251
Royce & Associates Inc.
Royce Management Co. ...................... 471,900 5.4% 0 --
1414 Ave. of the Americas
New York NY 10019
William F. Wyman(1)(2)(3).................. 91,035 1.0% 238,292 20.2%
1373 Waugoo Avenue
Oshkosh WI 54901
Thomas R. Hyde(1)(2)(4).................... 108,781 1.2% 108,927 9.2%
109 Chapin Parkway
Buffalo NY 14209
Thomas R. Wyman(1)(2)(5)................... 296,265 3.4% 147,984 12.5%
2896 Fond du Lac Road
Oshkosh WI 54901
Douglas W. Hyde (1)(2)(6).................. 170,523 2.0% 154,347 13.1%
3700 Edgewater Lane
Oshkosh WI 54901
Michael D. Wachtel(1)(2)(7)................ 171,067 2.0% 153,241 13.0%
1030 Washington Avenue
Oshkosh WI 54901
Joyce W. Hyde(1)(2)(8)..................... 96,007 1.1% 65,999 5.6%
1234 Washington Avenue
Oshkosh WI 54901
Steven R. Duback(9)........................ 6,585 -- 0 --
3212 North Summit Avenue
Milwaukee WI 53211
Orren J. Bradley(10)....................... 5,813 -- 119 --
925 East Wells Street, Apt. 216
Milwaukee WI 53202
</TABLE>

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<PAGE> 6

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* Except for 110,360 shares of Class B Common Stock owned as Trustee of the
Earl W. Wyman Trusts described in Note (1) below and 25,560 shares of Class
B Common Stock owned as Trustee of two trusts described in the last
sentence of Note (3) below, the Company does not have knowledge of the
ownership of Class B Common Stock by this entity.

(1) The Earl W. Wyman Trust for the benefit of the Wyman family beneficially
owns 247,500 shares of Class A Common Stock and 55,180 shares of Class B
Common Stock, or about 2.9% and 4.7%, respectively, of such stock
outstanding. Its beneficiaries are Thomas R. Wyman and his children
(William F. Wyman and Ann E. Wolf). The Earl W. Wyman Trust for the benefit
of the Hyde family beneficially owns 80,000 shares of Class A Common Stock
and 55,180 shares of Class B Common Stock, or about 0.9% and 4.7%
respectively, of such stock outstanding. Its beneficiaries are Joyce W.
Hyde and her children (Douglas W. Hyde, Thomas R. Hyde, and Margaret H.
Wachtel).

(2) Thomas R. Wyman and Shirley F. Wyman are the parents of William F. Wyman
and Ann E. Wolf. Thomas R. Wyman is also the brother of Joyce W. Hyde.
Joyce W. Hyde and Charles F. Hyde are the parents of Douglas W. Hyde,
Thomas R. Hyde and Margaret H. Wachtel (who is the wife of Michael D.
Wachtel).

(3) William F. Wyman owns directly 83,630 shares of Class A Common Stock and
191,726 shares of Class B Common Stock, or approximately 1.0% and 16.2%,
respectively, of such stock outstanding. He also owns, as sole trustee of
three trusts created for the benefit of his children, 880 shares of Class A
Common Stock and 21,006 shares of Class B Common Stock. The amounts shown
in the table also include 25,560 shares of Class B Common Stock owned by
two trusts of which he is a remainder beneficiary and 6,525 shares of Class
A Common Stock issuable pursuant to the vested portion of employee stock
options.

(4) Thomas R. Hyde owns directly 51,230 shares of Class A Common Stock and
93,501 shares of Class B Common Stock, or approximately 0.6% and 7.9%,
respectively, of such stock outstanding. He owns as sole trustee of two
trusts created for the benefit of his children 12,300 shares of Class A
Common Stock

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<PAGE> 7

and 3,280 shares of Class B Common Stock. He has beneficial ownership of
19,136 shares of Class A Common Stock and 8,146 shares of Class B Common
Stock held by him as custodian for his minor children, and he shares
beneficial ownership of 2,635 shares of Class A Common Stock held by his
spouse. In addition, he shares beneficial ownership of 4,000 shares of
Class A Common Stock and 4,000 shares of Class B Common Stock owned by a
trust of which he is an income beneficiary, his minor son is a remainder
beneficiary and his spouse is the sole trustee. In addition, he shares
beneficial ownership with his spouse of 8,800 shares of Class A Common
Stock owned by a limited partnership in which he and his spouse are the
sole general partners, and he shares beneficial ownership as co-trustee
with his parents, brother and sister of 300 shares of Class A Common Stock
held by the Hyde Family Charitable Fund. The amount shown in the table
includes 10,380 shares of Class A Common Stock owned by the Joyce W. Hyde
Income Trust of 1987 of which he is a remainder beneficiary, as to which he
disclaims beneficial ownership.

(5) Thomas R. Wyman owns the shares listed either directly or as marital
property with his wife, Shirley F. Wyman. The amount shown in the table
also includes 1,000 shares of Class A Common Stock issuable pursuant to a
vested stock option. The amount shown in the table also includes 3,372
shares of Class B Common Stock (less than 1% of the total number
outstanding) owned by Shirley F. Wyman, as to which he disclaims beneficial
ownership.

(6) Douglas W. Hyde owns directly 65,625 shares of Class A Common Stock and
139,257 shares of Class B Common Stock, or approximately 0.8% and 11.8%,
respectively, of the total number of such shares outstanding. He also owns
as sole trustee of two trusts created for the benefit of his children
14,700 shares of Class A Common Stock and 3,280 shares of Class B Common
Stock. In addition, he shares beneficial ownership of 35,583 shares of
Class A Common Stock and 9,365 shares of Class B Common Stock owned
directly by his spouse, held by his spouse as trustee for the benefit of
his children, held by him as custodian for his minor children, and held by
the Hyde Family Charitable Fund, of which he and his parents, his brother
and his sister are trustees. The amounts shown in the table also include
27,600 shares of Class A Common Stock issuable pursuant to the vested
portion of employee stock options. The amounts shown in the table also
include 16,635 shares of Class A Common Stock and 2,445 shares of Class B
Common Stock owned by a trust of which he is the income beneficiary and his
minor daughter is the remainder beneficiary, and 10,380 shares of Class A
Common Stock owned by the Joyce W. Hyde Income Trust of 1987 of which he is
a remainder beneficiary, as to which he disclaims beneficial ownership.

(7) Michael D. Wachtel owns directly 13,710 shares of Class A Common Stock and
1,710 shares of Class B Common Stock, or approximately 0.2% and 0.1%,
respectively, of the outstanding shares of each class. He owns an
additional 10,118 shares of Class B Common Stock as sole trustee of two
trusts created for the benefit of his children. In addition, he shares
beneficial ownership of 96,346 shares of Class A Common Stock and 109,050
shares of Class B Common Stock owned directly by his spouse and held by his
wife as custodian for their minor children and 14,700 shares of Class A
Common Stock and 3,280 shares of Class B Common Stock owned by his spouse
as sole trustee of two trusts created for the benefit of their children and
300 shares of Class A Common Stock held by the Hyde Family Charitable Fund,
of which she and her parents and brothers are trustees. The amounts shown
in the table also include 22,950 shares of Class A Common Stock issuable
pursuant to the vested portion of employee stock options. The amounts shown
in the table also include 12,681 shares of Class A Common Stock and 29,083
shares of Class B Common Stock owned by two trusts of which his spouse is
the income beneficiary and his minor children are remainder beneficiaries,
respectively, and 10,380 shares of Class A Common Stock owned by the Joyce
W. Hyde Income Trust of 1987 of which his wife is a remainder beneficiary,
as to which he disclaims beneficial ownership.

(8) Joyce W. Hyde and her husband own a total of 78,822 shares of Class A
Common Stock and 122,504 shares of Class B Common Stock, or about 0.9% and
10.4%, respectively, of the outstanding shares, all as marital property,
but she has sole or shared voting and dispositive power with respect to the
amounts shown in the table (i.e., shared voting and dispositive power with
respect to 5,988 shares of Class A Common Stock, and sole voting and
dispositive power as to the remainder). The amounts shown in the table do
not include the shares owned directly or indirectly by their three adult
children, as to which she
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<PAGE> 8

disclaims beneficial ownership. The table does include 31,140 shares of
Class A Common Stock held by the Joyce W. Hyde Income Trust of 1987, under
which she is the income beneficiary, but disclaims beneficial ownership.

(9) Steven R. Duback owns 1,185 shares of Class A Common Stock directly and 400
shares as custodian for one of his children. The amount shown in the table
also includes 5,000 shares of Class A Common Stock issuable pursuant to
vested stock options.

(10) Orren J. Bradley owns 813 shares of Class A Common Stock directly. The
amount shown in the table also includes 5,000 shares of Class A Common
Stock issuable pursuant to vested stock options.

(11) The shares listed include 10,000 owned by a trust of which Mr. Hiegel is
the primary beneficiary. Mr. Hiegel has the right to amend or revoke the
trust at any time. The amount shown in the table also includes 5,000 shares
of Class A Common Stock issuable pursuant to vested stock options.

(12) David L. Omachinski owns 12,000 shares of Class A Common Stock directly.
The amount shown in the table also includes 12,775 shares of Class A Common
Stock issuable pursuant to the vested portion of employee stock options.

(13) The shares consist of Class A Common Stock issuable pursuant to vested
stock options.

(14) Barbara Widder-Lowry and Paul A. Lowry (who are spouses) each own 15,000
shares of Class A Common Stock directly. The amounts shown in the table
also include 15,150 shares and 10,850 shares of Class A Common Stock
issuable to each of them, respectively, pursuant to the vested portion of
employee stock options.

(15) The amounts shown in the table include 154,000 shares of Class A Common
Stock issuable to directors and executive officers pursuant to the vested
portions of stock options.

The descendants of Earl W. Wyman, their spouses and trusts of which they
are beneficiaries (the "Wyman/Hyde Group," including, among others, Thomas R.
Hyde, Joyce W. Hyde, Douglas W. Hyde, Michael D. Wachtel, Margaret H. Wachtel,
the Earl W. Wyman Trusts, Thomas R. Wyman and William F. Wyman) own a total of
1,588,083 shares of Class A Common Stock (approximately 18.3% of the outstanding
shares) and 1,035,655 shares of Class B Common Stock (approximately 87.6% of the
outstanding shares). Each member of the Wyman/Hyde Group is subject to a cross
purchase agreement pursuant to which his or her Class B Common Stock generally
may not be transferred except to a spouse or descendant (or a trust for their
benefit) unless the shares first have been offered to the other members of the
Wyman/Hyde Group.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the securities laws of the United States, the Company's directors,
its executive officers and any person holding more than 10% of any class of the
Company's Common Stock are required to report their initial ownership of the
Company's Common Stock and any subsequent changes in that ownership to the
Securities and Exchange Commission. Specific due dates for these reports have
been established and the Company is required to disclose in this Proxy Statement
any failure to file the reports on or before these dates not previously
reported. To the Company's knowledge, all of these filing requirements were
satisfied.

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<PAGE> 9

DIRECTORS AND EXECUTIVE OFFICERS

ELECTION OF DIRECTORS

Information regarding the nominees for whom the shares represented by
proxies will be voted for election as directors is set forth in the following
table. Proxies for Class A Common Stock will be voted to elect Orren J. Bradley
and Jerry M. Hiegel as directors, and proxies for Class B Common Stock will be
voted to elect Douglas W. Hyde, Michael D. Wachtel, William F. Wyman, Steven R.
Duback, David L. Omachinski, Stig A. Kry and Shirley A. Dawe, as directors. In
the unforeseen event that any nominee will be unable or unwilling to serve,
proxies will be voted with discretionary authority for a substitute nominee
designated by the Board of Directors.

The nominees for Directors are:

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
AND BUSINESS DIRECTOR
NAME AGE EXPERIENCE SINCE
---- --- -------------------- --------
<S> <C> <C> <C>
NOMINEES FOR DIRECTORS TO BE ELECTED BY CLASS B SHARES
Douglas W. Hyde............. 47 Chairman of the Board (since May, 1994), President 1988
(since 1991) and Chief Executive Officer (since
1992); prior thereto Mr. Hyde served as Senior Vice
President -- Marketing (since 1989); Vice President
-- Merchandising (since 1983); and as Director of
Sportswear Merchandising (since 1979); joined the
Company in 1975.
Michael D. Wachtel.......... 44 Executive Vice President (since 1991), Chief 1988
Operating Officer (since 1992) and Assistant
Secretary (since 1990); prior thereto Mr. Wachtel
served as Senior Vice President -- Operations (since
1986); and as Director of Operations (since 1984) and
as Administrative Assistant to the President; joined
the Company in 1978.
William F. Wyman............ 39 Vice President -- Domestic Licensing (since 1993). 1996
Prior thereto he was Director of Licensed Products
(since 1991) and Manager of Retail Development (since
1990); joined the Company in 1981.
Steven R. Duback(1)......... 53 Partner, Quarles & Brady (law firm), Milwaukee 1981
(joined the firm in 1969); Secretary of the Company
(since 1981).
David L. Omachinski......... 46 Vice President -- Finance, Chief Financial Officer 1994
and Treasurer (since 1993). Joined the Company in
1993. Prior thereto (since 1980) Mr. Omachinski was a
shareholder of Schumaker, Romenesko & Associates,
S.C. (since 1992 Mr. Omachinski was the Executive
Vice President and Chief Operating Officer thereof)
which served as the Company's independent public
accountants. Mr. Omachinski is also a director of FCB
Financial Corp.
Stig A. Kry................. 69 Retired. From 1957 to 1993 Mr. Kry was a management 1996
consultant with Kurt Salmon Associates, Inc. Mr. Kry
is also a director of Guilford Mills, Inc.
</TABLE>

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

<TABLE>
<S> <C> <C> <C>
(1) Quarles & Brady, of which Mr. Duback is a partner, has performed legal services for the Company
formany years.
</TABLE>

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<PAGE> 10

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
AND BUSINESS DIRECTOR
NAME AGE EXPERIENCE SINCE
---- --- -------------------- --------
<S> <C> <C> <C>
Shirley A. Dawe............. 51 President of Shirley Dawe Associates, Inc., (a 1997
Toronto based consumer goods marketing and
merchandising consulting group) since 1986. Ms. Dawe
also spends a substantial portion of her time
fulfilling her responsibilities as a director of
various companies, including Moore Corp., Ltd.,
National Bank of Canada and Silcorp. Ltd.
NOMINEES FOR DIRECTORS TO BE ELECTED BY CLASS A SHARES
Jerry M. Hiegel............. 71 Chairman of the Hiegel Group, Inc. (a private 1992
investment firm) since 1987. Prior thereto Mr. Hiegel
was Executive Vice President of General Foods
Corporation (a diversified food manufacturer) (since
1982); Chairman (since 1984), President and CEO
(since 1980), and President (since 1977) of Oscar
Mayer Foods Corporation (food manufacturer
specializing in packaged meats).
Orren J. Bradley............ 73 Retired; prior to 1992, President of Metro Milwaukee, 1988
Inc. (a community based organization to promote
tourism) (since 1990); prior thereto he was Senior
Vice-President of Laub Group, Inc. (independent
insurance agents) (since 1985); prior thereto Mr.
Bradley was Chairman and CEO of Boston Store.
</TABLE>

Each director attended 75% or more of the meetings of the Board and
committees of which he or she is a member held during 1997. The nominating
committee currently consists of Messrs. Duback (chair), Hyde, Wyman and Kry and
Ms. Dawe. The executive committee consists of Messrs. Hyde (chair), Bradley,
Wachtel and Omachinski. The compensation committee consists of Messrs. Hiegel
(chair), Bradley and Kry. The audit committee consists of Messrs. Bradley
(chair), Hiegel and Hyde. The Retirement Plan Committee consists of Messrs.
Wachtel (chair), Omachinski and Hyde.

EXECUTIVE OFFICERS

Information concerning those continuing executive officers of the Company
who are not directors or nominees for director is set forth in the following
table.

<TABLE>
<CAPTION>
NAME AGE POSITION AND EXPERIENCE
---- --- -----------------------
<S> <C> <C>
Clifford J. Thompson........... 52 Senior Vice President -- Operations (since 1994). Prior
thereto he was Vice President-Operations at Liberty Trouser
Company (since 1993); Chief Operating Officer, Corporate
Vice President of Gitano Manufacturing Group (since 1991);
Vice President of Domestic Manufacturing at Espirit de Corp.
(since 1989).
Donald M. Carlson.............. 62 Vice President -- Human Resources (since 1990). Prior
thereto Mr. Carlson was Director of Organizational
Effectiveness and Training for General Dynamics Corp. (an
aerospace and defense manufacturer) (since 1959).
Jon C. Dell'Antonia............ 56 Vice President -- Management Information Systems (since
1990). Prior thereto Mr. Dell'Antonia served in a similar
capacity for Coleman Co. (a manufacturer of outdoor
recreational products) (since 1982).
Paul A. Lowry.................. 46 Vice President -- Corporate Retail (since 1994). Prior
thereto he was Vice President Store/Operations for Essex
Outfitters, Inc. (since 1991).
</TABLE>

7
<PAGE> 11

<TABLE>
<CAPTION>
NAME AGE POSITION AND EXPERIENCE
---- --- -----------------------
<S> <C> <C>
Barbara Widder-Lowry........... 47 Vice President -- Children's Wear Product Development (since
1994). Prior thereto she was an executive officer of Essex
Outfitters, Inc. (since 1990).
Kenneth H. Masters............. 56 Vice President -- Manufacturing (since May, 1994). Prior
thereto he was Assistant Vice President -- Manufacturing
(since 1983); joined the Company in 1962.
Gary D. Brock.................. 49 Vice President -- Sales, Children's Wear (since November,
1995). Prior to that date he served as National Sales
Manager (since 1993) or as a Regional Sales Manager for the
Company (since 1990).
</TABLE>

Douglas W. Hyde is the brother-in-law of Michael D. Wachtel and the cousin
of William F. Wyman. Paul A. Lowry and Barbara Widder-Lowry are spouses. There
are no other family relationships among the executive officers, directors and
nominees.

8
<PAGE> 12

MANAGEMENT COMPENSATION

SUMMARY COMPENSATION TABLE

The following table shows compensation paid by the Company for services
rendered to the Company during its fiscal year ended December 31, 1997, to the
five most highly compensated executive officers.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------------- -----------------------------------
AWARDS
--------------------
RESTRICTED LONG-TERM
OTHER ANNUAL STOCK INCENTIVE ALL OTHER
SALARY BONUS COMPENSATION AWARD(S) OPTIONS PLAN PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(1) ($) (#) ($) ($)(2)
- --------------------------- ---- ------ ----- ------------ ---------- ------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Douglas W. Hyde........... 1997 333,270 226,136 -- 0 15,500 0 30,329
President and Chief 1996 322,000 51,638 -- 0 16,400 0 30,382
Executive Officer 1995 309,000 187,275 -- 0 20,700 0 29,865
Michael D. Wachtel........ 1997 277,380 188,213 -- 0 12,700 0 25,595
Executive Vice President 1996 268,000 42,978 -- 0 13,600 0 25,587
and Chief Operating Officer 1995 257,500 156,063 -- 0 17,300 0 24,861
David L. Omachinski....... 1997 180,000 103,283 -- 0 9,500 0 18,575
Vice President -- Finance, 1996 171,500 36,449 -- 0 10,000 0 15,969
CFO and Treasurer 1995 164,800 80,575 -- 0 7,200 0 18,079
Barbara Widder-Lowry...... 1997 237,405 137,319 -- 0 9,000 0 22,329
Vice President -- 1996 226,100 28,246 -- 0 12,000 0 19,698
Children's
Wear Product Development 1995 215,250 84,612 -- 0 9,200 0 21,696
Paul A. Lowry............. 1997 173,670 97,213 -- 0 7,000 0 20,648
Vice President -- 1996 165,400 69,752 -- 0 8,000 0 15,397
Corporate Retail 1995 157,500 73,464 -- 0 6,800 0 15,481
</TABLE>

- -------------------------
(1) For 1997, 1996 and 1995 other annual compensation did not exceed the lesser
of $50,000 or 10% of such executive officer's salary.

(2) The Company's contributions to the named individual's accounts in its Profit
Sharing Plans for 1997, 1996 and 1995 were $13,125, $8,802, and $12,000 for
Mr. Hyde, $13,200, $9,070 and $12,000 for Mr. Wachtel, $13,200, $8,829 and
$12,000 for Mr. Omachinski, $13,200, $8,965 and $12,000 for Ms. Widder-Lowry
and $13,200, $8,813 and $12,000 for Mr. Lowry. The Company's contributions
to the same individuals' accounts for the same years in the defined
contribution portion of the Excess Benefit Plan were $15,744, $20,119 and
$16,405 for Mr. Hyde, $11,225, $15,347 and $11,691 for Mr. Wachtel, $3,951,
$5,716 and $4,655 for Mr. Omachinski, $7,396, $9,000 and $7,963 for Ms.
Widder-Lowry and $5,840, $4,976 and $1,873 for Mr. Lowry. Premiums paid by
the Company on a term life insurance policy covering Mr. Hyde for each of
1997, 1996 and 1995 were $1,460; premiums for each of the same years for Mr.
Wachtel were $1,170; premiums for each of the same years for Mr. Omachinski
were $1,424; premiums for each of the same years for Ms. Widder-Lowry were
$1,733, and premiums for each of the same years for Mr. Lowry were $1,608.

Effective May 1, 1994, Ms. Widder-Lowry and Mr. Lowry terminated their
existing employment contracts with the Company and entered into new
employment contracts that provide for employment through April 30, 1999. The
new contracts provided for an initial base salary of $205,000 and $150,000,
respectively, with annual increases of 5% or such greater amount as may be
approved by the Board of Directors, and provide that they will participate
in the Management Incentive Compensation Plan described in the "Compensation
Committee Report on Executive Compensation" below. The contracts also
provide that, in the event Ms. Widder-Lowry's employment or Mr. Lowry's
employment is

9
<PAGE> 13

terminated by the Company prior to April 30, 1999 for any reason other than
cause (as defined in the contracts), death or disability, they shall be entitled
to receive monthly severance payments of $23,917 and $17,500, respectively,
until April 30, 1999.

STOCK OPTIONS

The following table sets forth information concerning stock option grants
during 1997 to the named executive officers. No SARs were granted in 1997. These
grants comprise the stock incentive component of the executives' 1997
compensation.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
% OF TOTAL
OPTIONS/SARS
GRANTED TO EXERCISE OR GRANT DATE
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT VALUE
NAME GRANTED(1)(#) FISCAL YEAR(2) ($/SH) DATE ($)(3)
---- ------------- -------------- ----------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Douglas W. Hyde.................... 15,500 10.0% $15.00 2/19/07 $76,570
Michael D. Wachtel................. 12,700 8.2% 15.00 2/19/07 62,738
David L. Omachinski................ 9,500 6.1% 15.00 2/19/07 46,930
Barbara Widder-Lowry............... 9,000 5.8% 15.00 2/19/07 44,460
Paul A. Lowry...................... 7,000 4.5% 15.00 2/19/07 34,580
</TABLE>

- -------------------------
(1) Consists entirely of nonqualified stock options granted pursuant to the
OshKosh B'Gosh, Inc. 1994 Incentive Stock Plan (the "1994 Plan"). Each of
these options vests in equal annual installments on each of the first four
anniversaries following the grant date provided the optionee is still an
employee of the Company at that time. Each option was granted with an
exercise price equal to the market value of the Company's Class A Common
Stock on the date of the grant. Unless earlier terminated, these options
expire ten years after the date of the grant.

(2) Based on stock option grants made to employees during 1997 for 155,200
shares of Class A Common Stock.

(3) The estimated grant date present value reflected in the above table is
determined using the Black-Scholes model. The Company does not advocate or
necessarily agree that the Black-Scholes model can properly determine the
value of an option. The ultimate realizable values of the options will
depend on the future market price of the Company's Class A Common Stock,
which cannot be forecast with reasonable accuracy. The actual value, if any,
an optionee will realize upon exercise of an option will depend on the
excess of the market value of the Company's Class A Common Stock over the
exercise price on the date the option is exercised. The material assumptions
and adjustments incorporated in the Black-Scholes model in estimating the
value of the option grants reflected in the above table include an exercise
price on the option of $15.00 (the fair market value of the underlying stock
on the date of grant); an option term of ten years; an interest rate of
6.42% (the interest rate on a U.S. Treasury security on the date of grant
with a maturity date corresponding to that of the option term); volatility
of 40.6% (calculated using the Company's daily stock prices for the one-year
period prior to the grant date); dividends at the rate of $0.28 per share
(the annualized dividends paid with respect to a share of Class A Common
Stock at the date of grant) and a corresponding dividend yield of 1.9% which
is assumed to remain constant for the life of the option; and reductions of
approximately 19.2% to reflect the probability of forfeiture due to
termination prior to vesting, and approximately 14% to reflect the
probability of a shortened option term due to termination of employment
prior to the option expiration date.

10
<PAGE> 14

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR, AND FISCAL YEAR-END
OPTION/SAR VALUE

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT FISCAL OPTIONS/SARS AT
SHARES YEAR-END(#) FISCAL YEAR-END(1)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Douglas W. Hyde............ 0 0 14,450 38,150 $262,200 $682,650
Michael D. Wachtel......... 0 0 12,050 31,550 218,675 564,575
David L. Omachinski........ 0 0 6,100 20,600 109,725 366,975
Barbara Widder-Lowry....... 0 0 7,600 22,600 136,850 402,350
Paul A. Lowry.............. 0 0 5,400 16,400 97,400 292,400
</TABLE>

- -------------------------
(1) Based on the closing price of the Company's Class A Common Stock at the end
of the fiscal year of $33.00 per share.

PENSION PLANS

The Company maintains a qualified Pension Plan and an unfunded Excess
Benefit Plan that provides to participants pension benefits that they would
otherwise be prevented from receiving as a result of certain limitations of the
Internal Revenue Code. The following table shows estimated annual benefits
payable upon normal retirement to persons in specified remuneration and years of
service classifications under the qualified Pension Plan, including amounts
payable under the Excess Benefit Plan.

PENSION PLAN TABLE

<TABLE>
<CAPTION>
YEARS OF SERVICE
AVERAGE ANNUAL ---------------------------------------------------
REMUNERATION 15 20 25 30 35
- -------------- ------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$100,000 $15,000 $ 20,000 $ 25,000 $ 30,000 $ 35,000
150,000 22,500 30,000 37,500 45,000 52,500
200,000 30,000 40,000 50,000 60,000 70,000
250,000 37,500 50,000 62,500 75,000 87,500
300,000 45,000 60,000 75,000 90,000 105,000
350,000 52,500 70,000 87,500 105,000 122,500
400,000 60,000 80,000 100,000 120,000 140,000
500,000 75,000 100,000 125,000 150,000 175,000
600,000 90,000 120,000 150,000 180,000 210,000
</TABLE>

Under the Company's qualified Pension Plan and Excess Benefit Plan a
non-union employee generally is entitled to receive upon retirement at age 65 a
lifetime monthly benefit equal to 1% of his or her highest five consecutive year
average monthly compensation (including salary and bonuses as shown in the
Summary Compensation Table) multiplied by the number of years in which he or she
completed at least 1,000 hours of service, or certain actuarial equivalent
benefits. An employee who has reached age 60 and completed five years of service
may retire and begin to receive the actuarial equivalent of his or her pension
benefits, and pre-retirement death benefits equal to the actuarial equivalent
value of a participant's accrued pension benefits. Benefit amounts are not
subject to any reduction for Social Security benefits. The current years of
credited service of Messrs. Hyde, Wachtel, Omachinski and Lowry and Ms.
Widder-Lowry are 22, 20, 4, 4 and 4, respectively. The currently applicable
final five year average compensation covered by the Pension Plan and Excess
Benefits Plan to Messrs. Hyde, Wachtel, Omachinski, Lowry and Ms. Widder-Lowry
are $351,510, $298,538, $211,223, $203,753 and $263,540, respectively.

11
<PAGE> 15

COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION

GENERAL OVERVIEW OF EXECUTIVE COMPENSATION AND COMPENSATION COMMITTEE PHILOSOPHY

The Compensation Committee recommends executive compensation levels for the
Company's executive officers. Its recommendations were approved by the Board in
1997 without change. Salaries, annual cash incentive bonus award opportunities
and related performance criteria are determined and established near the
beginning of the calendar year with respect to which the salaries and the
incentive cash bonuses are payable. The incentive bonuses are awarded under what
is called the Management Incentive Compensation Plan. In addition, near the
beginning of each year the Committee makes grants of nonqualified stock options
to employees who are in a position to make an impact on the long-term
performance of the Company.

The philosophical basis for the salary amounts, the incentive bonus
opportunities under the Management Incentive Compensation Plan, and the stock
option awards is twofold: first, to provide compensation which is competitive in
the marketplace; and second, to create a mix of compensation elements which will
provide incentives to focus on both short-term and long-term goals.

BASE SALARY

Base salaries of the executive officers are based primarily on an analysis
of competitive market data for positions with similar duties and
responsibilities and to a lesser extent on the judgment of the Committee
regarding the individual's duties, responsibilities and skills.

As in past years, the Committee reviewed applicable market salary survey
data. Generally speaking, the salaries recommended by the Committee for 1997
reflected a 3.5% increase over 1996 with the result then being tested against
the market salary survey data. The 1997 salaries for the executive officers were
generally within a reasonable range of the indicated market salaries.

ANNUAL CASH INCENTIVE BONUS UNDER THE MANAGEMENT INCENTIVE COMPENSATION PLAN

Annual cash incentive bonuses for executive officers under the Management
Incentive Compensation Plan are based on the Committee's belief that a
significant portion of the annual compensation of each executive officer should
be contingent upon the financial performance of the company, the achievement of
predetermined performance goals relating to the functional area of the company's
operations for which the individual has responsibility, and a year-end
subjective evaluation of the individual's overall performance during the past
year.

Various performance goals were established for each executive officer, and
each officer was given an opportunity to earn a bonus, defined as a percentage
of his base salary, for achievement of these goals at various levels: minimum,
target and maximum. For the CEO and COO, if achievement of performance goals is
at "target" the bonus earned is 47% of base salary, if at "minimum" the bonus is
24% of base salary, and if at or better than "maximum" the bonus is 71% of base
salary. For all other executive officers the target bonus percentages (% of base
salary) ranged from 35% to 40% of salary, the minimum percentage was 20% of
salary, and the maximum percentages ranged from 53% to 60% of salary. If
performance falls below "minimum," no bonus is paid.

For all executive officers except the CEO, COO and CFO, the performance
goals included three basic components for each officer: (1) a "Corporate"
component measured by a combination of company sales, pre-tax earnings and
"Shareholder Value Added"; (2) a "Responsibility Area" component based on
pre-defined goals related specifically to the functional area of the Company's
business for which the particular officer is responsible; and (3) an "Individual
Evaluation" component based on a subjective year-end evaluation of the officer's
overall performance by the person to whom the officer reports (or by the
Compensation Committee in the case of the CEO and the COO). The performance
goals for the CEO, COO and CFO included only two components: a "Corporate"
component (85% of the potential bonus), and an "Individual Evaluation" component
(15% of the potential bonus).

12
<PAGE> 16

The "Shareholder Value Added" segment (35% of the "Corporate" component)
was first added to the Incentive Compensation Plan in 1997 for all executive
officers. It is a measure of value added (i.e. the increase in the return on
capital employed) and is applied in some cases (e.g. CEO and COO) to all of the
capital employed by the entire company, and in other cases to only the capital
employed by the business segment for which the officer has primary
responsibility.

The selection, weighting and sizing of the various segments and components
of the incentive bonus plan were determined by the Committee based on a
combination of factors including: advice received from Hewitt Associates; the
Committee's belief that the "Corporate" component of the total potential bonus
ought to be a higher percentage for those who are in the position to have the
greatest impact on the overall financial performance of the Company; the
Committee's belief that for officers other than the CEO, COO and CFO, the
potential bonus ought to reflect, to a significant degree, achievement or lack
thereof in specific functional areas for which the individual has
responsibility; the Committee's belief that some portion of the bonus (15%)
ought to be based on a subjective year-end evaluation of the individual's
overall performance for the year then ended; and finally a comparison of
aggregate compensation (base salary plus incentive bonus at "target" level) with
the market data described above under "Base Salary."

LONG-TERM STOCK INCENTIVES

The Committee views stock based compensation as an important incentive
component of the Company's overall compensation package. The Committee believes
that stock based compensation serves the important purposes of (a) aligning
executive compensation with the creation of shareholder value by rewarding
performance based on increases in the value of the Company's stock and by
providing executives with an ownership perspective, (b) focusing executives on
long-term performance, and (c) providing a balance between short-term and
long-term perspective. It also believes that stock based compensation will
assist the Company in attracting qualified employees and building long-term
relationships with existing employees.

In February of 1997, nonqualified stock options to purchase a total of
80,700 shares of the Company's Class A Common Stock were granted to the eleven
executive officers of the Company under the OshKosh B'Gosh, Inc. 1994 Incentive
Stock Plan. The options vest in equal annual installments on each of the first
four anniversaries following the grant date provided the optionee is still an
employee of the Company at that time. Each option was granted with an exercise
price equal to the market value of the Company's Class A Common Stock on the
date of grant, thus serving to focus the optionee's attention on managing the
Company from the perspective of an owner with an equity stake in the Company.

The size of the stock option awards was based on the Committee's belief
that generally speaking the award size should be in direct proportion to an
individual's capacity, based on his or her job function and capabilities, to
affect the long-term performance of the Company. Award size was in some cases
also based on the Committee's judgment about the relative importance of the
long-term retention of a particular individual's services. The grant sizes
(number of shares X per share market value on the date of grant) ranged from 49%
to 75% of prior year's base salary.

CHIEF EXECUTIVE OFFICER COMPENSATION

Douglas W. Hyde was the President and CEO of the Company during 1997. His
total 1997 cash compensation was $559,406, consisting of $333,270 of base salary
and $226,136 of incentive bonus. His base salary was based partly upon market
data, partly upon the Committee's subjective evaluation of his individual skills
and responsibilities, and partly upon the fact that he and the COO share
responsibility to a greater degree than in a more typical CEO/COO reporting
relationship. With respect to his incentive bonus (47% of base salary at
"target"), the Committee believed that a high percentage (85%) of his potential
total bonus should be based upon the overall financial performance of the
Company as measured by its 1997 net sales, pre-tax earnings and Shareholder
Value Added, because the CEO's primary responsibility is to achieve results in
these areas of overall Company performance. As it turned out, the bonus
component based on 1997 net sales was achieved at above "target" but below
"maximum", and the bonus components based on 1997 pre-tax earnings and
Shareholder Value Added were both achieved at "maximum". The other 15% of his
potential

13
<PAGE> 17

bonus (the "Individual Evaluation" component) was judged by the Committee to
have been achieved at the level of "outstanding" based on the Committee's
determination that Mr. Hyde had significant involvement in and responsibility
for the Company's 38.7% increase in net income (exclusive of special charges)
for 1997 over 1996 and the more than 100% increase in the Company's stock price
during 1997.

The number of options granted to Mr. Hyde under the 1994 Stock Incentive
Plan was determined as described above for executive officers of the Company.

SECTION 162(M)

Under Section 162(m) of the Internal Revenue Code, a publicly-held
corporation may not deduct compensation in excess of $1 million paid in a
taxable year to the Chief Executive Officer or to any other executive officer
whose compensation is required to be reported in the Summary Compensation Table.
Qualified performance-based compensation will not be subject to the deduction
limit if certain conditions are met. It is the Committee's intent to take the
steps necessary to satisfy those conditions in order to preserve the
deductibility of executive compensation to the fullest extent possible
consistent with its other compensation objectives and overall compensation
philosophy.

Compensation Committee
Jerry M. Hiegel
Orren J. Bradley
Stig A. Kry

DIRECTORS' COMPENSATION

Each outside director of the Company (currently Messrs. Duback, Bradley,
Hiegel and Kry and Ms. Dawe) is entitled to receive $1,000 for each directors
meeting attended either in person or by telephone conference lasting one hour or
more; $600 for meetings by telephone conference up to one hour in length; $800
for each committee meeting attended in person, but not held on the same day as a
regularly scheduled board meeting or in which participation is by telephone
conference call lasting one hour or more; and $600 for any other committee
meetings attended, plus travel expenses to and from the meeting. In addition,
each outside director is entitled to receive a retainer of $1,500 per month.
During 1997, Messrs. Duback, Bradley, Hiegel and Kry and Ms. Dawe received
director's fees of $25,900, $28,100, $27,500, $26,100 and $15,300, respectively.
Directors also receive an annual option grant covering 3,000 shares of Class A
Common Stock with an exercise price equal to the market value on the date of the
grant.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company's Compensation Committee includes Mr. Bradley, Mr. Kry and Mr.
Hiegel (chair). There are no Compensation Committee interlocks.

14
<PAGE> 18

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN (TSR),*
OSHKOSH B'GOSH, INC., S&P 500 STOCK INDEX, AND
S&P TEXTILES-APPAREL MANUFACTURERS GROUP

<TABLE>
<CAPTION>
S&P TEXTILE
MEASUREMENT PERIOD OSHKOSH 500
(FISCAL YEAR COVERED) B'GOSH S&P 500 (APPAREL)
<S> <C> <C> <C>
12/92 100.00 100.00 100.00
12/93 92.32 110.03 75.61
12/94 68.04 111.53 74.08
12/95 86.56 153.30 83.15
12/96 76.74 188.40 114.23
12/97 168.11 251.17 123.17
</TABLE>

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

<TABLE>
<CAPTION>
OSHKOSH S&P
DATE B'GOSH S&P 500 TEXTILES
- -------------------------------------------------------------------
<S> <C> <C> <C>
December 1992 $100.00 $100.00 $100.00
December 1993 $92.32 $110.03 $ 75.61
December 1994 $68.04 $111.53 $ 74.08
December 1995 $86.56 $153.30 $ 83.15
December 1996 $76.74 $188.40 $114.23
December 1997 $168.11 $251.17 $123.17
- -------------------------------------------------------------------
</TABLE>

* Total shareholder return assumes $100 invested December 31,
1992 and reinvestment of dividends on a quarterly basis.

15
<PAGE> 19

PROPOSED AMENDMENT TO CERTIFICATE OF INCORPORATION

At the meeting, the holders of Class B Common Stock will be asked to
consider and vote upon a proposal to amend Article FOURTH, Section B, Subsection
1 of the Company's Certificate of Incorporation to require that any dividend
payable to holders of Common Stock in shares of Common Stock or in securities
convertible into or exercisable for Common Stock must be paid ratably in shares
of Class A Common Stock (or related securities) to holders of that class and in
shares of Class B Common Stock (or related securities) to holders of that class
(the "Stock Dividend Amendment"). A copy of the Stock Dividend Amendment is
attached as Exhibit A.

Adoption of the Stock Dividend Amendment requires the affirmative vote of
the holders of a majority of the issued and outstanding shares of Class B Common
Stock. Holders of Class A Common Stock are not entitled to vote on the Stock
Dividend Amendment.

The Board of Directors has unanimously approved the Stock Dividend
Amendment and recommends that the shareholders vote to adopt it.

If the shareholders approve the Stock Dividend Amendment and if and when
the Board of Directors determines that market conditions warrant, the Board of
Directors may elect to declare a stock dividend (e.g., a dividend of 50% or 100%
of the number of shares outstanding before the dividend) payable in Class A
Common Stock on outstanding shares of Class A Common Stock and in Class B Common
Stock on outstanding shares of Class B Common Stock. If the Stock Dividend
Amendment is not approved, any dividend would have to be paid in the same class
of stock on both Class A Common Stock and Class B Common Stock.

In analyzing the proposal to adopt the Stock Dividend Amendment, it is
important to keep in mind the relative rights of holders of the Class A Common
Stock and the Class B Common Stock. Holders of the Class A Common Stock have the
right to elect or remove as a class 25% of the entire Board of Directors,
rounded to the nearest whole number of directors, but not less than one. Holders
of the Class A Common Stock are not entitled to vote on any other corporate
matters, except as may be required by law. Holders of the Class B Common Stock
are entitled to vote to elect or remove the remaining directors (subject to any
rights granted in the future to any series of Preferred Stock) and on all other
matters presented to the shareholders for vote. Each share of Class B Common
Stock is convertible, at the option of the holder, into one share of Class A
Common Stock. Whenever dividends (other than dividends payable solely in shares
of the Company's stock) are paid on the Common Stock, each share of Class A
Common Stock is entitled to receive 115% of the dividend paid on each share of
Class B Common Stock, rounded up or down to the nearest $0.0025. Any dividend
payable in shares of the Company's stock is currently required to be paid in the
same class of stock and in the same amount to the holders of each outstanding
share of both the Class A Common Stock and the Class B Common Stock. In the
event of liquidation of the Company, holders of the Class A Common Stock are
entitled to receive the first $3.75 per share (subject to adjustment for stock
splits, stock dividends or similar events), then holders of the Class B Common
Stock are entitled to receive the next $3.75 per share (subject to adjustment
for stock splits, stock dividends or similar events), and thereafter they share
pro rata.

Although a dividend paid in shares of Class A Common Stock to holders of
both Class A Common Stock and Class B Common Stock under the current provisions
of the Company's Certificate of Incorporation would achieve a somewhat similar
result, the Board of Directors believes that adoption of the Stock Dividend
Amendment and payment of any dividend in shares of Class A Common Stock to
holders of that class and in shares of Class B Common Stock to holders of that
class has several advantages for the shareholders.

First, the proposed Stock Dividend Amendment would make any stock dividend
more completely neutral in its effects on holders of Class A Common Stock vis a
vis holders of Class B Common Stock and on the holders of each class vis a vis
each other. Immediately after any dividend, the holders of each class of Common
Stock would be exactly the same persons as were holders immediately prior
thereto. Furthermore, each holder would own exactly the same proportion of that
class of Common Stock, and exactly the same proportion of all of the Company's
outstanding Common Stock, as such holder held prior to the dividend, and each
holder's voting power with respect to each matter that might come before the
shareholders would be

16
<PAGE> 20

exactly the same proportion of the total voting power with respect to that
matter as the person held immediately prior to the dividend. That would not be
true if a single class of stock (for example, Class A Common Stock) were to be
paid as a dividend to holders of both the Class A Common Stock and the Class B
Common Stock. Although when viewed as a class the holders of Class A Common
Stock would have the same aggregate voting rights after such a stock dividend as
before, a portion of the Class A Common Stock issued in the dividend would be
paid to holders of the Class B Common Stock. As a result the holders of the
Class B Common Stock would then have all of the voting power they had before and
would also have a portion of the voting power previously allocable to the Class
A Common Stock because they would, by virtue of the dividend, become owners of a
portion of the Class A Common Stock. For the same reason, the holders of the
Class B Common Stock would participate to some extent in the higher dividends
per share attributable to the Class A Common Stock. Holders of Class B Common
Stock can achieve similar results vis a vis the holders of Class A Common Stock
by converting a portion of their Class B Common Stock into Class A Common Stock
but they may be disinclined to do so because converting shares reduces their
proportion of the Class B Common Stock.

Second, the allocation of tax basis between the old shares and the new
(dividend) shares is straightforward when the shares received in the dividend
are of the same class as the shares on which the dividend is paid (i.e., the tax
basis in the old shares is divided proportionately among the old and the new
shares), but it is more complex when the class of shares received is different
from the class already owned (i.e., the fair market value of the shares of each
class must be determined, and the tax basis must be allocated between them in
proportion to value). The recent termination of the Class B Common Stock's
listing on the NASDAQ Stock Market's National Market (because the number of
holders fell below minimum NASD listing requirements) has increased the
difficulty of determining the fair market value of the Class B Common Stock in
comparison with the fair market value of the Class A Common Stock. As a result,
making the required tax basis allocation would be problematic. The adoption of
the Stock Dividend Amendment, and the payment of any future stock dividends in
accordance therewith, would eliminate this problem.

Third, a change has occurred in the fundamental circumstances underlying
the Board of Directors' decision in 1987 to declare a dividend consisting of one
share of Class A Common Stock on each outstanding share of Class A Common Stock
and Class B Common Stock. In 1987 the Class B Common Stock was listed on The
NASDAQ Stock Market's National Market, but it had significantly less trading
liquidity than the Class A Common Stock. The Board of Directors felt that a
stock dividend of a share of Class A Common Stock on each outstanding share of
Class A Common Stock and Class B Common Stock would have the benefit of
providing the holders of the Class B Common Stock with a substantial increase in
the liquidity of their investment in the Company (by virtue of their receipt of
new shares of the more liquid Class A Common Stock) without diminishing their
voting position in the Company. In contrast to the circumstances existing in
1987, the liquidity of a Class B Common Stockholder's investment is now greatly
enhanced by the right of any holder to convert shares of Class B Common Stock
into Class A Common Stock at any time on a share for share basis (a right which
was added to the Class B Common Stock in 1993). Thus, although the Board of
Directors determined in 1987 that a dividend payable in shares of Class A Common
Stock to holders of both the Class A Common Stock and the Class B Common Stock
was in the best interests of the Company and its shareholders at that time,
because of the changed circumstances described above, it believes that it would
now be more equitable to both classes of stockholders, and simpler, if the
Company's Certificate of Incorporation were amended to require that any stock
dividend on Class A Common Stock be paid in Class A Common Stock and any stock
dividend on Class B Common Stock be paid in Class B Common Stock. Accordingly,
the Board of Directors recommends that the proposed Stock Dividend Amendment be
adopted prior to the declaration of any further stock dividends.

INDEPENDENT ACCOUNTANTS

The Company engaged Ernst & Young LLP as the independent public accountants
to audit the Company's financial statements for the fiscal year ended December
31, 1997. No change of independent public accountants is contemplated during
1998.

17
<PAGE> 21

Representatives from Ernst & Young LLP are expected to be present at the
meeting and will have an opportunity to make a statement if they so desire, and
will be available to respond to appropriate shareholder questions.

OTHER MATTERS

The Board of Directors has not been informed and is not aware that any
other matters will be brought before the meeting. However, proxies may be voted
with discretionary authority with respect to any other matters that may properly
be presented to the meeting and any adjournment thereof.

SHAREHOLDER PROPOSALS

Shareholder proposals must be received by the Company no later than
November 24, 1998 in order to be considered for inclusion in next year's annual
meeting proxy statement.

By order of the Board of Directors

Douglas W. Hyde, Chairman

A copy (without exhibits) of the Company's Form 10-K annual report to the
Securities and Exchange Commission for the fiscal year ended December 31, 1997
will be provided without charge to each record or beneficial owner of the
Company's Class A Common Stock or Class B Common Stock as of March 13, 1998 on
the written request of such person directed to: David L. Omachinski, Vice
President -- Finance, OshKosh B'Gosh, Inc., 112 Otter Avenue, P.O. Box 300,
OshKosh, Wisconsin 54902.

Oshkosh, Wisconsin
March 31, 1998

18
<PAGE> 22
<TABLE>
<S><C>
CLASS A COMMON CLASS A COMMON
STOCK PROXY STOCK PROXY

OHSKOSH B'GOSH, INC.

REVOCABLE PROXY FOR 1998 ANNUAL MEETING OF SHAREHOLDERS
CLASS A COMMON STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned hereby appoints Douglas W. Hyde and Michael D. Wachtel and each of them proxies, with full power of
substitution to vote all shares of Class A Common Stock the undersigned is entitled to vote at the Annual Meeting of Shareholders of
OshKosh B'Gosh, Inc. (the "Company") to be held at the Oshkosh B'Gosh store, Horizon Outlet Center, 3001 South Washburn Street,
Oshkosh, Wisconsin at 9:00 a.m. on Friday, May 1, 1998, or at any adjournment thereof as follows, hereby revoking any proxy
previously given:

Shares represented by this proxy will be voted as directed by the shareholder. IF NO DIRECTION IS SUPPLIED, THE PROXY WILL
BE VOTED "FOR" ELECTION OF THE NOMINEES.

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)

</TABLE>

OSHKOSH B'GOSH, INC.

PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /X/

[ ]

THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" BOTH NOMINEES

(1) ELECTION OF DIRECTORS
For Withhold For All
All All Except
Orren J. Bradley and Jerry M. Hiegel / / / / / /
as directors elected by holders of Class
A Common Stock
(except as marked to the contrary below)

INSTRUCTION To withhold authority to vote for any individual nominee, print that nominee's name on the line provided below:

____________________________________________________________
Dated __________________________, 1998

______________________________________
(Please sign exactly as
name appears at left.)

______________________________________

(If stock is owned by more than one person, all owners
should sign. Persons signing as executors, administrators,
trustees or in similar capacities should so indicate.)

- FOLD AND DETACH HERE -

</TABLE>

<PAGE> 24
<TABLE>
<S><C>
CLASS B COMMON CLASS B COMMON
STOCK PROXY STOCK PROXY

OHSKOSH B'GOSH, INC.

REVOCABLE PROXY FOR 1998 ANNUAL MEETING OF SHAREHOLDERS
CLASS B COMMON STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned hereby appoints Douglas W. Hyde and Michael D. Wachtel and each of them, proxies, with full power of
substitution to vote all shares of Class B Common Stock the undersigned is entitled to vote at the Annual Meeting of Shareholders of
OshKosh B'Gosh, Inc. (the "Company") to be held at the OshKosh B'Gosh store, Horizon Outlet Center, 3001 South Washburn Street,
Oshkosh, Wisconsin at 9:00 a.m. on Friday, May 1, 1998, or at any adjournment thereof as follows, hereby revoking any proxy
previously given.

Shares represented by this proxy will be voted as directed by the shareholder. IF NO DIRECTION IS SUPPLIED, THE PROXY WILL
BE VOTED "FOR" ELECTION OF THE NOMINEES AND "FOR" THE STOCK DIVIDEND AMENDMENT.

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)

</TABLE>

OSHKOSH B'GOSH, INC.

PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /X/

[ ]

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES AND "FOR" THE PROPOSAL.
For Withhold For All
All All Except
(1) ELECTION OF DIRECTORS / / / / / /

[ ] FOR DOUGLAS W. HYDE, MICHAEL D. WACHTEL,
WILLIAM F. WYMAN, STEVEN R. DUBACK,
DAVID L. OMACHINSKI, STIG A. KRY AND
SHIRLEY A. DAWE AS DIRECTORS ELECTED
BY HOLDERS OF CLASS B COMMON STOCK
(EXCEPT AS MARKED TO THE CONTRARY BELOW)

INSTRUCTION To withhold authority to vote for any individual nominee, print that nominee's name on the line provided below:

_______________________________________________________________________________________

For Against Abstain
(2) PROPOSED AMENDMENT OF STOCK DIVIDEND PROVISIONS / / / / / /
Amend the Certificate of Incorporation to require that any dividend payable to holders of Common Stock in shares of Common Stock
or in securities convertible into or exercisable for Common Stock be paid ratably in shares of Class A Common Stock (or related
securities) to holders of that class and in shares of Class B Common Stock (or related securities) to holders of that class (the
"Stock Dividend Amendment").

(3) In their discretion to vote on such other matters as may properly come before the meeting or any adjournment thereof; all as
set out in the Notice and Proxy Statement relating to the meeting, receipt of which are hereby acknowledged.

Dated ____________________________, 1998

________________________________________
(Please sign exactly as
name appears at left.)

________________________________________
(If stock is owned by more than one person, all owners
should sign. Persons signing as executors, administrators,
trustees or in similar capacities should so indicate.)

- FOLD AND DETACH HERE -

</TABLE>