OSHKOSH B GOSH INC, DEF 14A, 1999-03-31

OSHKOSH B GOSH INC
DEF 14A, 1999-03-31
APPAREL & OTHER FINISHD PRODS OF FABRICS & SIMILAR MATL

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<PAGE> 1

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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 Rule 14a-11(c) or Rule 14a-12

OshKosh B'Gosh
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(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(i)(1) 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:

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

(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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<PAGE> 2

NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
ON MAY 7, 1999

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, Prime Outlet Center, 3001 South
Washburn Street, Oshkosh, Wisconsin on May 7, 1999 at 9:00 a.m., to consider and
act upon the following matters:

1. The election of a Board of nine Directors.

2. 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 19, 1999, 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.

Steven R. Duback,
Secretary

Oshkosh, Wisconsin
March 30, 1999

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> 3

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 7,
1999. 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 19, 1999.
At that date, there were 15,685,346 shares of Class A Common Stock and 2,260,078
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. 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. 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 30, 1999.

1
<PAGE> 4

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 2, 1999, except regarding the vesting of
options (which is as of March 1, 1999) and 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)............................... 1,316,455 8.4% *
100 East Broad Street
Columbus OH 43271-0251
William F. Wyman(1)(2)(3)................. 190,920 1.2% 479,364 21.2%
1373 Waugoo Avenue
Oshkosh WI 54901
Thomas R. Hyde(1)(2)(4)................... 175,132 1.1% 218,684 9.7%
109 Chapin Parkway
Buffalo NY 14209
Thomas R. Wyman(1)(2)(5).................. 590,530 3.8% 293,188 13.0%
2896 Fond du Lac Road
Oshkosh WI 54901
Douglas W. Hyde(1)(2)(6).................. 291,466 1.8% 309,524 13.7%
3700 Edgewater Lane
Oshkosh WI 54901
Michael D. Wachtel(1)(2)(7)............... 330,259 2.1% 307,312 13.6%
1030 Washington Avenue
Oshkosh WI 54901
Joyce W. Hyde(1)(2)(8).................... 102,564 0.7% 129,508 5.7%
1234 Washington Avenue
Oshkosh WI 54901
Steven R. Duback(9)....................... 18,370 0.1% 0 --
3212 North Summit Avenue
Milwaukee WI 53211
Orren J. Bradley(10)...................... 17,626 0.1% 238 --
925 East Wells Street, Apt. 216
Milwaukee WI 53202
Jerry M. Hiegel(11)....................... 36,000 0.2% 0 --
One South Pinckney Street
Suite 333
Madison WI 53703
</TABLE>

2
<PAGE> 5

- ---------------
* Except for 220,720 shares of Class B Common Stock owned by Banc One as
Trustee of the Earl W. Wyman Trusts described in Note (1) below, the
Company does not have knowledge of the ownership of Class B Common Stock by
its entity.

(1) The Earl W. Wyman Trust for the benefit of the Wyman family beneficially
owns 400,000 shares of Class A Common Stock and 110,360 shares of Class B
Common Stock, or about 2.6% and 4.9%, 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 120,000 shares of Class A Common Stock
and 110,360 shares of Class B Common Stock, or about 0.8% and 4.9%
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 166,760 shares of Class A Common Stock and
435,267 shares of Class B Common Stock, or approximately 1.1% and 19.3%,
respectively, of such stock outstanding. He also owns, as sole trustee of
three trusts created for the benefit of his children, 1,760 shares of Class
A Common Stock and 44,097 shares of Class B Common Stock. The amounts shown
in the table also include 22,400 shares of Class A Common Stock issuable
pursuant to the vested portion of employee stock options.

(4) Thomas R. Hyde owns directly 97,060 shares of Class A Common Stock and
187,832 shares of Class B Common Stock, or approximately 0.6% and 8.3%,
respectively, of such stock outstanding. He owns as sole trustee of two
trusts created for the benefit of his children 20,260 shares of Class A
Common Stock and 6,560 shares of Class B Common Stock. He has beneficial
ownership of 38,272 shares of Class A Common Stock and 16,292 shares of
Class B Common Stock held by him as custodian for his minor children, and
he shares beneficial ownership of 5,270 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 8,000 shares of Class B Common Stock owned by a
trust of which he is an income beneficiary, his minor

3
<PAGE> 6
son is a remainder beneficiary and his spouse is the sole trustee. In
addition, he shares beneficial ownership with his spouse of 5,600 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 4,670 shares of Class A
Common Stock held by the Hyde Family Charitable Fund.

(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
includes 6,744 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 62,650 shares of Class A Common Stock and
279,344 shares of Class B Common Stock, or approximately 0.4% and 12.4%,
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
31,060 shares of Class A Common Stock and 6,560 shares of Class B Common
Stock. In addition, he shares beneficial ownership of 75,236 shares of
Class A Common Stock and 18,730 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 include 89,250
shares of Class A Common Stock issuable pursuant to the vested portion of
employee stock options. The amounts shown in the table also include 33,270
shares of Class A Common Stock and 4,890 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.

(7) Michael D. Wachtel owns directly 27,420 shares of Class A Common Stock and
3,420 shares of Class B Common Stock, or approximately 0.2% and 0.2%,
respectively, of the outstanding shares of each class. He owns an
additional 20,236 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 167,697 shares of Class A Common Stock and 218,930
shares of Class B Common Stock owned directly by his spouse and held by his
wife as custodian for their minor children and 31,060 shares of Class A
Common Stock and 6,560 shares of Class B Common Stock owned by his spouse
as sole trustee of two trusts created for the benefit of their children and
4,670 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 include 74,050 shares of Class A Common Stock issuable
pursuant to the vested portion of employee stock options. The amounts shown
in the table also include 25,362 shares of Class A Common Stock and 58,166
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.

(8) Joyce W. Hyde and her husband own a total of 128,694 shares of Class A
Common Stock and 242,518 shares of Class B Common Stock, or about 0.8% and
10.7%, 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 24,806 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 disclaims beneficial ownership.

(9) Steven R. Duback owns 2,370 shares of Class A Common Stock directly. The
amount shown in the table also includes 16,000 shares of Class A Common
Stock issuable pursuant to vested stock options.

(10) Orren J. Bradley owns 1,626 shares of Class A Common Stock directly. The
amount shown in the table also includes 16,000 shares of Class A Common
Stock issuable pursuant to vested stock options.

(11) The shares listed include 20,000 shares of Class A Common Stock 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 16,000 shares of Class A Common Stock issuable pursuant
to vested stock options.

4
<PAGE> 7

(12) David L. Omachinski owns 30,000 shares of Class A Common Stock directly
(including 25,000 shares owned jointly with his spouse). The amount shown
in the table also includes 43,400 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 her spouse beneficially own 13,600 shares and
10,400 shares of Class A Common Stock issuable to each of them,
respectively, pursuant to the vested portion of employee stock options.

(15) Clifford J. Thompson beneficially owns 9,250 shares of Class A Common Stock
issuable pursuant to the vested portion of employee stock options.

(16) The amounts shown in the table include 411,150 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
2,830,786 shares of Class A Common Stock (approximately 18.1% of the outstanding
shares) and 2,071,310 shares of Class B Common Stock (approximately 91.6% 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.

5
<PAGE> 8

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............. 48 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.......... 45 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............ 40 Vice President-Domestic Licensing (since 1993). Prior 1996
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)......... 54 Partner, Quarles & Brady LLP (law firm), Milwaukee 1981
(joined the firm in 1969); Secretary of the Company
(since 1981).
David L. Omachinski......... 47 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................. 70 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> 9

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
AND BUSINESS DIRECTOR
NAME AGE EXPERIENCE SINCE
---- --- -------------------- --------
<S> <C> <C> <C>
Shirley A. Dawe............. 52 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............. 72 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............ 74 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 1998. 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, Kry and Ms. Dawe. 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........... 53 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.............. 63 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 1980).
Jon C. Dell'Antonia............ 57 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.................. 47 Vice President -- Corporate Retail (since 1994). Prior
thereto he was Vice President Store/Operations for Essex
Outfitters, Inc. (since 1991).
</TABLE>

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<PAGE> 10

<TABLE>
<CAPTION>
NAME AGE POSITION AND EXPERIENCE
---- --- -----------------------
<S> <C> <C>
Barbara Widder-Lowry........... 48 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............. 57 Vice President -- Manufacturing (since May, 1994). Prior
thereto he was Assistant Vice President -- Manufacturing
(since 1983); joined the Company in 1962.
Gary D. Brock.................. 50 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.

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<PAGE> 11

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 January 2, 1999 (Fiscal
1998), to the five most highly compensated executive officers. The number of
options shown in the table has been retroactively adjusted for the 2 for 1 stock
split in the form of a stock dividend in 1998.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-----------------------------------
AWARDS
ANNUAL COMPENSATION --------------------
-------------------------------- RESTRICTED LONG-TERM
OTHER ANNUAL STOCK INCENTIVE ALL OTHER
FISCAL 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........... 1998 346,600 191,902 -- 0 31,000 0 49,195
President and Chief 1997 333,270 226,136 -- 0 31,000 0 30,329
Executive Officer 1996 322,000 51,638 -- 0 32,800 0 30,382
Michael D. Wachtel........ 1998 288,475 159,720 -- 0 25,400 0 41,555
Executive Vice President 1997 277,380 188,213 -- 0 25,400 0 25,595
and Chief Operating Officer 1996 268,000 42,978 -- 0 27,200 0 25,587
David L. Omachinski....... 1998 200,000 109,629 -- 0 18,000 0 27,936
Vice President -- Finance, 1997 180,000 103,283 -- 0 19,000 0 18,575
CFO and Treasurer 1996 171,500 36,449 -- 0 20,000 0 15,969
Barbara Widder-Lowry...... 1998 249,275 132,962 -- 0 18,000 0 34,910
Vice President -- Children's 1997 237,405 137,319 -- 0 18,000 0 22,329
Wear Product Development 1996 226,100 28,246 -- 0 24,000 0 19,698
Clifford J. Thompson...... 1998 167,925 79,076 -- 0 11,400 0 22,964
Senior Vice President 1997 161,460 74,068 -- 0 12,000 0 15,868
Operations 1996 156,000 25,065 -- 0 12,000 0 12,138
</TABLE>

- -------------------------
(1) For 1998, 1997 and 1996 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 1998, 1997, and 1996 were $14,717, $13,125, and $8,802 for
Mr. Hyde, $15,050, $13,200, and $9,070 for Mr. Wachtel, $15,050, $13,200,
and $8,829 for Mr. Omachinski, $15,050, $13,200, and $8,965 for Ms.
Widder-Lowry and $8,147, $12,949 and $8,790 for Mr. Thompson. The Company's
contributions to the same individuals' accounts for the same years in the
defined contribution portion of the Excess Benefit Plan were $33,018,
$15,744, and $20,119 for Mr. Hyde, $25,335, $11,225, and $15,347 for Mr.
Wachtel, $11,462, $3,951, and $5,716 for Mr. Omachinski, $18,127, $7,396,
and $9,000 for Ms. Widder-Lowry and $12,000, $1,857 and $3,331 for Mr.
Thompson. Premiums paid by the Company on a term life insurance policy
covering Mr. Hyde for each of 1998, 1997, and 1996 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. Thompson were $2,817.

Effective May 1, 1994, Ms. Widder-Lowry terminated her existing employment
contract with the Company and entered into a new employment contract that
provides for employment through April 30, 1999. The new contract provides for
an initial base salary of $205,000, with annual increases of 5% or such greater
amount as may be approved by the Board of Directors, and provides that she will
participate in the Management Incentive Compensation Plan described in the
"Compensation Committee Report on Executive Compensa-

9
<PAGE> 12

tion" below. The contract also provides that, in the event Ms. Widder-Lowry's
employment is terminated by the Company prior to April 30, 1999, for any reason
other than cause (as defined in the contracts), death or disability, she shall
be entitled to receive monthly severance payments of $23,917 until April 30,
1999.

STOCK OPTIONS

The following table sets forth information concerning stock option grants
during 1998 to the named executive officers. No SARs were granted in 1998. These
grants comprise the stock incentive component of the executives' 1998
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................... 31,000 9.8% $18.85 2/18/08 $224,750
Michael D. Wachtel................ 25,400 8.0% 18.85 2/18/08 $184,150
David L. Omachinski............... 18,000 5.7% 18.85 2/18/08 $130,500
Barbara Widder-Lowry.............. 18,000 5.7% 18.85 2/18/08 $130,500
Clifford J. Thompson.............. 11,400 3.6% 18.85 2/18/08 $ 82,650
</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 1998 for 317,400
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 $18.85 (the fair market value of the underlying stock
on the date of grant); an option term of ten years; an interest rate of
5.57% (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 47.2% (calculated using the Company's daily stock prices for the one-year
period prior to the grant date); dividends at the rate of $0.20 per share
(the annualized dividends paid with respect to a share of Class A Common
Stock) and a corresponding dividend yield of 1.1% 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 14.4% to reflect the probability of a shortened
option term due to termination of employment prior to the option expiration
date.

10
<PAGE> 13

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
SHARES VALUE YEAR-END (#) AT FISCAL YEAR-END (1)
ACQUIRED ON REALIZED ---------------------------- ----------------------------
NAME EXERCISE(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Douglas W. Hyde............ 0 0 55,200 81,000 $701,963 $672,275
Michael D. Wachtel......... 0 0 45,900 66,700 583,744 555,029
David L. Omachinski........ 0 0 25,550 45,850 323,116 374,572
Barbara Widder-Lowry....... 0 0 30,300 48,100 383,381 402,619
Clifford J. Thompson....... 10,800 126,450 8,400 29,800 104,550 247,298
</TABLE>

- -------------------------
(1) Based on the closing price of the Company's Class A Common Stock at the end
of the fiscal year of $20.19 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 Thompson and Ms.
Widder-Lowry are 23, 21, 5, 4 and 5, respectively. The currently applicable
final five year average compensation covered by the Pension Plan and Excess
Benefits Plan to Messrs. Hyde, Wachtel, Omachinski, Thompson and Ms.
Widder-Lowry are $435,159, $364,212, $227,999, $196,130 and $288,151,
respectively.

11
<PAGE> 14

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
1998 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, skills and the individual's
relative value to the Company. The 1998 salaries for the executive officers were
generally within a range of plus or minus 12% of the indicated market salaries.
The salaries of the Vice President -- Childrenswear Product Development and the
Vice President -- Corporate Retail are fixed by the terms of employment
contracts for the period ending April 30, 1999.

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 net 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 "Shareholder
Value Added" segment of the "Corporate" component is a measure of value added
(i.e., the increase in the return on capital employed). The performance goals
for the CEO and COO consisted primarily, and for the CFO solely, of only two
components: a "Corporate" component and an "Individual Evaluation" component.

12
<PAGE> 15

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: 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 1998, nonqualified stock options to purchase a total of
160,600 shares of the Company's Class A Common Stock (as adjusted for the 2 for
1 stock split in 1998) 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: (a) generally speaking the award size should be in proportion to an
individual's capacity, based on his or her job function and position, to affect
the long-term performance of the Company; (b) the award size should be a
significantly higher percentage of salary for top level executives than for
other employees; and (c) award sizes as a percent of salary should, generally
speaking, be within a range of comparability to the award sizes of other
comparable companies. The value of the 1998 stock option grants to executive
officers (i.e., the number of shares x per share market value on date of grant x
30% to reflect an estimate of the present value of the option grant) ranged from
35% to 53% of prior year's base salary.

CHIEF EXECUTIVE OFFICER COMPENSATION

Douglas W. Hyde was the President and CEO of the Company during 1998. His
total 1998 cash compensation was $538,502, consisting of $346,600 of base salary
and $191,902 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 (74.8%) of his
potential total bonus should be based upon the overall financial performance of
the Company as measured by its 1998 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. The remaining 25.2% of his potential
total bonus was based upon a subjective individual evaluation of Mr. Hyde's
performance by the committee.

The options on the 31,000 shares granted to Mr. Hyde under the 1994 Stock
Incentive Plan were determined as described above for executive officers of the
Company.

13
<PAGE> 16

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
Shirley A. Dawe

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 1998 Messrs. Duback, Bradley, Hiegel and Kry and Ms. Dawe received
director's fees of $23,600, $25,200, $25,200, $24,400 and $23,000, respectively.
Directors also receive an annual option grant covering 6,000 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, Mr.
Hiegel (chair), and Ms. Dawe. There are no Compensation Committee interlocks.

14
<PAGE> 17

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

[PERFORMANCE GRAPH]
TSR PERFORMANCE DATA

Summarized below is cumulative TSR information for OshKosh B'Gosh the S&P 500
Index, and the Textiles (Apparel) 500 index since December 31, 1993. These
results represent price appreciation and dividends reinvested on a quarterly
basis through January 2, 1999.

<TABLE>
<CAPTION>
OSHKOSH B'GOSH S&P 500 S&P TEXTILES
-------------- ------- ------------
<S> <C> <C> <C>
'12/93' 100.00 100.00 100.00
'12/94' 73.70 101.36 97.98
'12/95' 93.76 139.32 109.97
'12/96' 83.13 171.23 151.08
'12/97' 182.10 228.27 162.92
'12/98' 224.64 293.38 141.01
</TABLE>

* Total shareholder return assumes $100 invested December 31, 1993 and
reinvestment of dividends on a quarterly basis.

15
<PAGE> 18

INDEPENDENT ACCOUNTANTS

The Company engaged Ernst & Young as the independent public accountants to
audit the Company's financial statements for the fiscal year ended January 2,
1999. No change of independent public accountants is contemplated during 1999.

Representatives from Ernst & Young 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
December 1, 1999, in order to be considered for inclusion in next year's annual
meeting proxy statement. In addition, a proposal submitted outside of Rule 14a-8
will be considered untimely, and the Company may exercise the discretionary
authority conferred by the proxies solicited for next year's annual meeting to
vote on any matter that may be proposed at that Annual Meeting of Shareholders
if the Company does not have notice of the matter on or before February 14,
2000.

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 January 2, 1999,
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 19, 1999, 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 30, 1999

16
<PAGE> 19
CLASS A COMMON CLASS A COMMON
STOCK PROXY STOCK PROXY

OSHKOSH B'GOSH, INC.

REVOCABLE PROXY FOR 1999 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, Prime Outlet Center, 3001 South Washburn Street, Oshkosh,
Wisconsin at 9:00 a.m. on Friday, May 7, 1999, 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)
<PAGE> 20

OSHKOSH B'GOSH, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /X/

[ ]

THE BOARD OF DIRECTORS RECOMMENDS For Withhold For All
A VOTE "FOR" BOTH NOMINEES All All Except

(1) ELECTION OF DIRECTORS /_ / /_ / /_ /

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_______________, 1999

_____________________________________
(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 /\
<PAGE> 21
CLASS B COMMON CLASS B COMMON
STOCK PROXY STOCK PROXY

OSHKOSH B'GOSH, INC.

REVOCABLE PROXY FOR 1999 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, Prime Outlet Center, 3001 South Washburn Street, Oshkosh,
Wisconsin at 9:00 a.m. on Friday, May 7, 1999, 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)
<PAGE> 22

OSHKOSH B'GOSH, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /X/

[ ]

<TABLE>
<S><C>
THE BOARD OF DIRECTORS RECOMMENDS For Withhold For All
A VOTE "FOR" ALL NOMINEES All All Except

(1) ELECTION OF DIRECTORS /_ / /_ / /_ / (2) In their discretion to vote on such other matters
as may properly come before the meeting or any
Douglas W. Hyde, Michael D. Wachtel, adjournment thereof; all as set out in the Notice
William F. Wyman, Steven R. Duback, and Proxy Statement relating to the meeting, receipt
David L. Omachinski, Stig A. Kry and of which are hereby acknowledged.
Shirley A. Dawe as directors elected
by holders of Class B Common Stock INSTRUCTION To withhold authority to vote for any
(except as marked to the contrary individual nominee, print that nominee's name on the
below) line provided below:

__________________________________

Dated______________, 1999

__________________________________
(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.)
</TABLE>

/\ FOLD AND DETACH HERE /\