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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
OSHKOSH TRUCK CORPORATION
(Name of Registrant as Specified in its Charter)
OSHKOSH TRUCK CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-
6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(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:*
4) Proposed maximum aggregate value of transaction:
*Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing fee which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and date of
its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
OSHKOSH TRUCK CORPORATION
2307 Oregon Street
P.O. Box 2566
Oshkosh, Wisconsin 54903
(414) 235-9151
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 23, 1995
To the Shareholders of OSHKOSH TRUCK CORPORATION:
Notice is hereby given that the Annual Meeting of Shareholders of Oshkosh
Truck Corporation, a Wisconsin corporation, 2307 Oregon Street, P.O. Box
2566, Oshkosh, Wisconsin 54903, will be held on Monday, January 23, 1995,
at 10:00 o'clock in the forenoon at the Oshkosh Hilton & Convention
Center, One North Main Street, Oshkosh, Wisconsin, for the following
purposes:
(1) To elect directors for terms of one year expiring at the Annual
Meeting to be held in 1996;
(2) To approve the Oshkosh Truck Corporation 1990 Incentive Stock Plan, as
amended;
(3) To approve the Oshkosh Truck Corporation 1994 Long-Term Incentive
Compensation Plan; and
(4) To transact such other business as may be properly brought before the
meeting or any adjournment thereof.
Only shareholders of record at the close of business on December 10, 1994,
will be entitled to notice of and to vote at the meeting and any
adjournment thereof.
A copy of the Annual Report of the company for the fiscal year ended
September 30, 1994, and a Proxy Statement accompany this Notice.
If you will be unable to be present in person at the meeting and desire
your stock to be voted, you are requested to complete, sign and return
promptly the (green) proxy card for Class A Common Stock and/or the (blue)
proxy card for Class B Common Stock in the enclosed stamped,
self-addressed return envelope.
By order of the Board of Directors,
TIMOTHY M. DEMPSEY, Secretary
OSHKOSH TRUCK CORPORATION
Oshkosh, Wisconsin
December 19, 1994
<PAGE>
OSHKOSH TRUCK CORPORATION
Proxy Statement for Annual Meeting of Shareholders
To be Held on January 23, 1995
This statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Oshkosh Truck Corporation, 2307 Oregon
Street, P.O. Box 2566, Oshkosh, Wisconsin 54903 (the "company"), to be
used at the Annual Meeting of Shareholders of the company to be held on
Monday, January 23, 1995, at 10:00 o'clock in the forenoon at the Oshkosh
Hilton & Convention Center, One North Main Street, Oshkosh, Wisconsin, for
the purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders.
Execution of a proxy given in response to this solicitation will not
affect a shareholder's right to attend the meeting and to vote in person.
Presence at the meeting of a shareholder who has signed a proxy does not
in itself revoke the proxy. Any shareholder giving a proxy may revoke it
at any time before it is exercised by giving notice thereof to the Board
of Directors in writing or in open meeting. Unless so revoked, the shares
represented by proxies received by the Board of Directors will be voted at
the meeting or any adjournments thereof. Where a shareholder specifies a
choice by means of a ballot provided in the proxy, the shares will be
voted in accordance with such specification.
Only holders of shares of Class A Common Stock, $.01 par value (the "Class
A Common Stock"), and Class B Common Stock, $.01 par value (the "Class B
Common Stock"), on December 10, 1994, are entitled to vote at the Annual
Meeting. On that date, the company had outstanding and entitled to vote
449,370 shares of Class A Common Stock and 8,261,262 shares of Class B
Common Stock.
There are separate proxy cards for the Class A Common Stock (green) and
the Class B Common Stock (blue). Enclosed for holders of shares of only
one class of Common Stock is the appropriate proxy card. Enclosed for
holders of both classes of Common Stock are both proxy cards; each proxy
card must be completed, signed and returned for shares of each class to be
represented at the meeting.
ELECTION OF DIRECTORS
The Board of Directors of the company currently consists of seven members,
each of whom is elected each year to serve for a term of one year and
until his successor is elected. Under the company's Restated Articles of
Incorporation, as amended, holders of shares of Class B Common Stock have
the right to elect as a class 25% of the entire Board of Directors of the
company. At the Annual Meeting, seven directors will be elected; holders
of shares of Class A Common Stock will elect five directors, and holders
of shares of Class B Common Stock will elect two directors. Unless
otherwise revoked, proxies received by the Board of Directors with
authority to vote in the election of directors will be voted at the Annual
Meeting for the election for one-year terms of each of the nominees listed
on the the following page. Because directors are elected by a plurality of
the votes cast (assuming a quorum is present at the Annual Meeting), any
shares not voted, whether due to abstentions or broker nonvotes, have no
impact on the election of directors except to the extent the failure to
vote for an individual results in another individual receiving a larger
number of votes.
In the event that any of the nominees should fail to stand for election,
the persons named in the form of proxy intend to vote for substitute
nominees.
Certain information as of November 15, 1994, with respect to each nominee
is set forth below.
Name Age Office, if any, Held in Company
---- --- -------------------------------
NOMINEES FOR HOLDERS
OF CLASS A SHARES
R. Eugene Goodson 59 Chairman of the Board and Chief Executive
Officer
Stephen P. Mosling 48
J. Peter Mosling, Jr. 50
J. William Andersen 56
Michael W. Grebe 54
NOMINEES FOR HOLDERS
OF CLASS B SHARES
Daniel T. Carroll 68
Timothy M. Dempsey 54 Secretary
R. EUGENE GOODSON Mr. Goodson joined the company in April 1990 in his
present position. Prior thereto, Mr. Goodson served as Group Vice
President and General Manager of the Automotive Systems Group of Johnson
Controls, Inc., a supplier of automated building controls, automotive
seating, batteries and plastic packaging, which position he held since
1985. Mr. Goodson is also a director of Donnelly Corporation.
STEPHEN P. MOSLING Mr. Mosling has served as a Director of the company
since 1976, having joined the company in 1971. He had served in various
senior executive capacities since joining the company through his
retirement in February 1994.
J. PETER MOSLING, JR. Mr. Mosling has served as a Director of the
company since 1976 after joining the company in 1969. He had served in
various senior executive capacities since joining the company through his
retirement in February 1994.
J. WILLIAM ANDERSEN Mr. Andersen has served as a Director of the
company since 1976 and had been the Executive Director of Development,
University of Wisconsin-Oshkosh from 1980 through his retirement in June
1994.
MICHAEL W. GREBE Mr. Grebe has served as a Director of the company
since January 1990. He has been a partner in the law firm of Foley &
Lardner in Milwaukee since 1977. The company retained Mr. Grebe's firm for
legal services in 1994 and will similarly do so in 1995.
DANIEL T. CARROLL Mr. Carroll has served as Director of the company
since 1991. He is Chairman and President of The Carroll Group, Inc., a
management consulting firm. Mr. Carroll is also a director of DeSoto, Inc;
Michigan National Corporation; Wolverine World Wide, Incorporated;
Comshare, Inc.; Aon Corp.; Diebold Incorporated; A.M. Castle & Company;
American Woodmark Corporation; UDC Homes Inc.; and Woodhead Industries,
Inc.
TIMOTHY M. DEMPSEY Mr. Dempsey has served as Secretary and Director of
the company since 1985 and has been a partner in the law firm of Dempsey,
Magnusen, Williamson & Lampe in Oshkosh since 1972. The company retained
Mr. Dempsey's firm for legal services in 1994 and will similarly do so in
1995.
Stephen P. Mosling and J. Peter Mosling, Jr. are brothers. Other than as
noted, none of the company's Directors or executive officers has any
family relationship with any other Director or executive officer.
SHAREHOLDINGS OF NOMINEES AND
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of each class of the company's Common Stock by each
nominee, each person known by the company to own beneficially more than
5% of either class of the company's Common Stock, executive officers named
in the summary compensation table and all Directors and executive officers
as a group as of November 15, 1994. Except as indicated, persons listed
have sole voting and investment power over the shares beneficially owned.
<TABLE>
<CAPTION>
Class A Class B
Percent Percent
Shares of Class Shares of Class
------- -------- ------- --------
<S> <C> <C> <C> <C>
J. Peter Mosling, Jr. <F1> <F2> <F3> 226,508 50.4% 239,258 2.9%
P.O. Box 2566, Oshkosh, WI 54903
Stephen P. Mosling <F1> <F2> <F3> <F4> 156,458 34.8% 364,778 4.3%
P.O. Box 2566, Oshkosh, WI 54903
Cadence Company <F1> 106,695 23.7% 39,242 *
c/o J. Peter Mosling, Jr.
P.O. Box 3146, Oshkosh, WI 54903
J. William Andersen <F5> 1,890 * 0 *
Daniel T. Carroll 0 * 1,000 *
Timothy M. Dempsey <F6> 1,980 * 37,655 *
R. Eugene Goodson <F2> <F3> <F7> 1,595 * 131,636 1.6%
Michael W. Grebe 0 * 111,000 *
Fred S. Schulte <F3> 0 * 110,000 *
Robert G. Bohn <F3> 0 * 115,166 *
Paul C. Hollowell <F3> 0 * 117,808 *
Matthew J. Zolnowski <F3> 0 * 113,815 *
All Directors and executive
officers as a group (11 persons)<F3> 352,865 78.5% 795,576 9.5%
<FN>
*The amount shown is less than 1% of the outstanding shares of such
class.
<F1> Cadence Company is a partnership, of which Stephen P. Mosling, J.
Peter Mosling Jr. and a trust of which Stephen P. Mosling is trustee, each
are one-sixth partners. Amounts shown for Stephen P. Mosling reflect
beneficial ownership of one-third of the amounts set forth for Cadence
Company. As managing partner of Cadence Company, J. Peter Mosling, Jr.
has voting and dispositive power and is a beneficial owner of all shares
owned by the partnership; amounts shown for J. Peter Mosling, Jr. include
106,695 shares of Class A Common Stock and 39,242 shares of Class B Common
Stock owned beneficially through Cadence Company.
<F2> J. Peter Mosling, Jr., Stephen P. Mosling and Mr. Goodson are parties
to an agreement relating to Class A Common Stock. The agreement allows Mr.
Goodson to acquire up to one-third of the total Class A Common Stock held
individually by the Moslings by exchanging Class B Common Stock with them
on a share-for-share basis. If Mr. Goodson desires to sell Class A Common
Stock so acquired, if he leaves the company or upon his death, he is
obligated to return such Class A Common Stock by similar exchange.
<F3> Amounts shown include 9,500 shares of Class B Common Stock for J.
Peter Mosling, Jr., 9,500 shares of Class B Common Stock for Stephen P.
Mosling, 41,500 shares of Class B Common Stock for R. Eugene Goodson,
10,000 shares of Class B Common Stock for Fred S. Schulte, 5,166 shares of
Class B Common Stock for Robert G. Bohn, 7,250 shares of Class B Common
Stock for Paul C. Hollowell, 3,667 shares of Common Stock for Matthew J.
Zolnowski and 86,583 for Directors and executive officers as a group
represented by stock options exercisable within 60 days of November 15,
1994.
<F4> Amounts shown include 17,783 shares of Class A Common Stock and
109,452 shares of Class B Common Stock held by Stephen P. Mosling as
trustee under a trust.
<F5> Amounts shown do not include 90 shares of Class A Common Stock owned
by Dulce W. Andersen, Mr. Andersen's wife, as to which he disclaims
beneficial ownership.
<F6> Amounts shown do include 1,125 shares of Class B Common Stock held by
Linda D. Dempsey, Mr. Dempsey's wife, as Wisconsin Marital Property; but
do not include 400 shares of Class A Common Stock held by her as custodian
for the benefit of a child.
<F7> Amounts shown include 34,400 shares of Class B Common Stock held
jointly by Mr. Goodson and Susan E. Goodson, his wife, as to which they
share voting and investment power. Amounts shown include 200 shares of
Class B Common Stock owned by Mrs. Goodson as Wisconsin Marital Property.
</TABLE>
EXECUTIVE COMPENSATION
Summary Compensation Information
The following table sets forth certain information concerning compensation
paid, or accrued, for the last three fiscal years to the Chief Executive
Officer of the company and each of its four other most highly compensated
executive officers in fiscal 1994. The persons named in the table are
sometimes referred to in this proxy statement as the "named executive
officers."
<TABLE>
Summary Compensation Table
<CAPTION>
Name and Long Term
Principal Position Annual Compensation Compensation Awards
------------------ ------------------- -------------------
Other
Annual All Other
Compensa- Stock Compensa-
Year Salary ($) Bonus ($)<F1> tion($)<F2> Options(#) tion($)<F3>
---- ---------- ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
R. Eugene Goodson 1994 345,000 195,000 56,000 2,249
Chairman, Chief Executive 1993 345,000 81,250 2,500 1,541
Officer and Director 1992 331,439 160,000 no grant
----------------------------------------------------------------------------------------------------
Robert G. Bohn <F4> 1994 185,423 95,000 20,278 41,000 42,341
President, 1993 141,492 21,000 2,500 30,162
Chief Operating Officer 1992 43,385 52,800 2,000
----------------------------------------------------------------------------------------------------
Fred S. Schulte 1994 165,000 82,500 19,000 1,650
Vice President, 1993 165,000 4,273 2,500 1,647
Chief Financial Officer 1992 157,500 0 no grant
Treasurer
----------------------------------------------------------------------------------------------------
Paul C. Hollowell <F5> 1994 161,308 73,500 25,000 1,613
Executive Vice President; 1993 144,302 0 2,500 1,447
President Oshkosh 1992 127,010 0 no grant
International
----------------------------------------------------------------------------------------------------
Matthew J. Zolnowski <F6> 1994 118,965 54,300 12,581 12,000 19,400
Vice President 1993 107,000 12,000 10,180 2,500 19,092
Administration 1992 65,384 0 1,750
====================================================================================================
<FN>
<F1> Consists of awards under the Incentive Compensation Plan of the
company based uponperformance as determined by Mr. Goodson with
concurrence by the Compensation Committee, except that sums paid to Mr.
Goodson of $81,250 in 1993 and $150,000 in 1992, were paid pursuant to his
initial contract of employment.
<F2> Amounts for Mr. Bohn and Mr. Zolnowski represent reimbursement of
taxes associated with relocation payments made in connection with their
employment by the company.
<F3> For all named executive officers other than Mr. Bohn and Mr.
Zolnowski, the amounts reflected consist solely of company matching
contributions under the Oshkosh Truck Corporation Tax Deferred Investment
Plan, which is a savings plan under Section 401(k) of the Internal Revenue
Code. The 1994 amounts for Mr. Bohn and Mr. Zolnowski also include $40,277
and $18,210, respectively, in relocation payments made in connection with
their employment by the company.
<F4> Mr. Bohn joined the company in May 1992 as Vice President -
Manufacturing. He was appointed to his present position by the Board of
Directors in February 1994.
<F5> Mr. Hollowell joined the company in April 1989 as Vice
President-Defense Products. He was appointed to his present position by
the Board of Directors in February 1994.
<F6> Mr. Zolnowski joined the company in January 1992 as Vice
President-Human Resources and Organizational Development. He was appointed
to his present position by the Board of Directors in February 1994.
</TABLE>
Stock Options
The company has in effect the Oshkosh Truck Corporation 1990 Incentive
Stock Plan (the "1990 Plan"), pursuant to which options to purchase shares
of Class B Common Stock may be granted to key employees of the company.
The following table presents certain information as to grants of stock
options made during fiscal 1994 to the named executive officers.
<TABLE>
Option Grants in 1994 Fiscal Year
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Ten-Year Grant Term<F2>
-------------------------------------------------------------------------- -----------------------
Percent of
Total Options At 5% At 10%
Options Granted to Exercise or Annual Annual
Granted Employees Base Price Expiration Growth Growth
Name (#)<F1> in Fiscal Year ($/Share) Date <F3> Rate Rate
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
R. Eugene Goodson 2,000 .83% $ 9.375 11/28/03 $ 11,792 $ 29,883
27,000 11.14% $ 9.750 04/27/04 $165,557 $419,553
27,000 11.14% $10.500 10/25/04 $178,292 $451,826
Robert G. Bohn 9,000 3.71% $ 9.375 11/28/03 $ 53,063 $134,472
16,000 6.60% $ 9.750 04/27/04 $ 98,108 $248,624
16,000 6.60% $10.500 10/25/04 $105,654 $267,749
Fred S. Schulte 5,000 2.06% $ 9.375 11/28/03 $ 29,479 $ 74,707
17,000 2.89% $ 9.750 04/27/04 $ 42,922 $108,773
17,000 2.89% $10.500 10/25/04 $ 46,224 $117,140
Paul C. Hollowell 5,000 2.06% $ 9.375 11/28/03 $ 29,479 $ 74,707
10,000 4.13% $ 9.750 04/27/04 $ 61,317 $155,390
10,000 4.13% $10.500 10/25/04 $ 66,034 $167,343
Matthew J. Zolnowski 5,000 2.06% $ 9.375 11/28/03 $ 29,479 $ 74,707
17,000 2.89% $ 9.750 04/27/04 $ 42,922 $108,773
17,000 2.89% $10.500 10/25/04 $ 46,224 $117,140
<FN>
<F1> The options reflected in the table (which are non-qualified options
for purposes of the Internal Revenue Code) vest ratably over the
three-year period from the date of grant.
<F2> This presentation is intended to disclose the potential value which
would accrue to the optionee if the option were exercised the day before
it would expire and if the per share value had appreciated at the
compounded annual rate indicated in each column. The assumed rates of
appreciation of 5% and 10% are prescribed by the rules of the Securities
and Exchange Commission regarding disclosure of executive compensation.
The assumed annual rates of appreciation are not intended to forecast
possible future appreciation, if any, with respect the price of the
Common Stock.
<F3> The options reflected in the table which have an expiration date of
10/25/04 will not be effective unless holders of Class A Common Stock
approve the amended 1990 Plan.
</TABLE>
The following table sets forth information regarding the fiscal year-end
value of unexercised options held by such officers:
<TABLE>
Aggregated
Fiscal Year-End Option Values
<CAPTION>
-------------------------------------------------------------------------------------
Number of Unexercised Value of Unexercised
Options at Fiscal Year-End (#) Options at Fiscal Year-End <F1>
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
R. Eugene Goodson 40,833 67,667 $55,937 $59,125
Robert G. Bohn 2,166 43,334 $55,937 $39,375
Fred S. Schulte 8,333 20,667 $54,062 $19,875
Paul C. Hollowell 5,583 26,667 $57,687 $24,375
Matthew J. Zolnowski 2,000 21,250 $44,937 $19,875
<FN>
<F1> The dollar values are calculated by determining the difference
between the fair market value of the underlying Common Stock and the
exercise price of the options at fiscal year-end.
</TABLE>
Long-Term Incentive Compensation Plan Awards
<TABLE>
Long-Term Incentive Plans Awards in Fiscal 1994
<CAPTION>
Performance
Period Until
Number Maturation
Name of Units or Payout Estimated Future Payout
-------------------------------------------------------------------------------------------------
Threshold Target Maximum
(#) (#) (#)
<S> <C> <C> <C> <C> <C>
Initial Awards Through the
R. Eugene Goodson 30,000 1996 Fiscal Year 15,000 30,000 45,000
Robert G. Bohn 15,000 for all 7,500 15,000 22,500
Paul C. Hollowell 12,000 Initial Awards 6,000 12,000 18,000
Fred S. Schulte 7,500 3,750 7,500 11,250
Matthew J. Zolnowski 7,500 3,750 7,500 11,250
1995 Awards From October 1, 1995
R. Eugene Goodson 30,000 through the 1997 15,000 30,000 45,000
Robert G. Bohn 15,000 Fiscal Year for 7,500 15,000 22,500
Paul C. Hollowell 12,000 all 1995 Awards 6,000 12,000 18,000
Fred S. Schulte 7,500 3,750 7,500 11,250
Matthew J. Zolnowski 7,500 3,750 7,500 11,250
</TABLE>
The foregoing table shows each award of performance share units made to
any named executive officer during the 1994 fiscal year under the Oshkosh
Truck Corporation 1994 Long-Term Incentive Compensation Plan ("LTICP").
The LTICP was adopted in March 1994, and the Compensation Committee
approved initial LTICP awards covering a performance period through 1996
at that time. In September 1994, the Compensation Committee approved the
first regular awards under the LTICP, which cover a three-year performance
period from 1995 through 1997. In the future, the Compensation Committee
intends to grant LTICP awards once annually at its September meeting. All
awards granted during 1994 are contingent upon shareholder approval of the
LTICP at the Annual Meeting (See "Proposal To Adopt The Oshkosh Truck
Corporation 1994 Long-Term Incentive Compensation Plan" for additional
information concerning the LTICP).
Payouts under such awards are tied to the company's average return on
shareholders' equity over the applicable performance period. The
Compensation Committee has established threshold, target and maximum
return on equity objectives for each performance period. If the company's
average level of return on equity is (1) below threshold performance as
set by the Compensation Committee, no award is earned; (2) equal to
threshold performance, half of the awarded units will be earned; (3) equal
to target performance, 100% of the awarded units will be earned; and (4)
equal to or greater than maximum performance, 150% of the awarded units
will be earned. If the company s performance falls between two of the
three performance goals, then the applicable percentage will be determined
by the linear interpolation between the applicable points. At the time of
payment, each unit will have a value equal to the value of one share of
Class B Common Stock.
If an officer's employment is terminated during the performance period for
any reason other than death, disability or retirement, then an award
generally is cancelled. In the event of a change of control involving the
company during a performance period, each officer is entitled to receive
payment in respect of the target number of units under an award.
Pension Plan Benefit
The following table shows at different levels of compensation and years of
credited service the estimated annual benefits payable as a straight life
annuity to a covered participant, assuming retirement at age 65, under the
Oshkosh Truck Corporation Retirement Plan (the "Pension Plan") as
presently in effect.
<TABLE>
<CAPTION>
Average Annual Annual Retirement Benefits for
Compensation Employees Retiring at Age 65
in Highest 60 ------------------------------------------------------------------
Consecutive Years of Service
Months Before ------------------------------------------------------------------
Retirement 5 10 15 20 25 30+
---------------- ------- ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
$100,000 $ 8,333 $16,667 $25,000 $33,333 $41,667 $ 50,000
110,000 9,167 18,333 27,500 36,667 45,833 55,000
120,000 10,000 20,000 30,000 40,000 50,000 60,000
130,000 10,833 21,667 32,500 43,333 54,167 65,000
140,000 11,667 23,333 35,000 46,667 58,333 70,000
150,000+ 12,500 25,000 37,500 50,000 62,500 75,000
</TABLE>
Note: (1) The annual benefits shown in the table are based on final
average compensation listed in the appropriate compensation row and years
of service listed in the appropriate column. The amounts shown here are
subject to a reduction equal to 45% of the Primary Social Security Benefit
payable at age 65 reduced by 1/30th for each year of service less than 30.
(2) As of March 1, 1994, for this plan, IRS regulations lowered the
amount of compensation allowed to be includable in benefit calculations
from $235,840 to $150,000. Accrued benefits calculated as of February 28,
1994 at the higher limit have been grandfathered.
Under the Pension Plan, a salaried employee is entitled to receive upon
retirement at age 65 a monthly benefit equal to 50% of average monthly
compensation less 45% of primary social security, reduced by 1/30th for
each benefit accrual year of service less than 30, or certain actuarially
equivalent benefits. Average monthly compensation is based on the average
of the five highest consecutive years of earnings (excluding bonuses and
subject to a maximum of $150,000 per calendar year) prior to the
participant's normal retirement age or other date of termination. One
thousand hours constitute a year of service. An employee who has reached
the age of 55 with a minimum of 5 years of service may retire and begin to
receive the actuarial equivalent of his or her pension benefits, and the
spouse of an employee who is eligible for early retirement at death,
married at least one year, is entitled to a monthly benefit equivalent to
50% of the amount of the actuarially equivalent joint and survivor annuity
which would have been payable to a participant as of the participant's
normal retirement age.
Compensation covered by the Pension Plan for named executive officers
generally corresponds with the base salary for each such individual,
subject to the annual maximum. As of September 30, 1994, years of
participating service under the pension plan were 4.5 years for Mr.
Goodson, 3.6 years for Mr. Schulte, 2.5 years for Mr. Bohn, 5.5 years for
Mr. Hollowell, and 2.7 years for Mr. Zolnowski.
Agreements with Named Executive Officers
Except as described below, the company does not have employment agreements
with the named executive officers. The company entered into an employment
agreement with Mr. Goodson in connection with his joining the company on
April 16, 1990, and the parties entered into a new agreement on April 16,
1992, which generally supersedes the original agreement. Under the new
agreement, the company will employ Mr. Goodson as Chairman, Chief
Executive Officer and a Director of the company. The agreement currently
expires September 30, 1997. Mr. Goodson receives an annual base salary of
not less than $325,000, and he will also receive an annual salary
supplement of $20,000. He is entitled to participate in the company's
bonus program for executive officers during the term of the new employment
agreement. The new agreement also provides that, following the termination
of his employment with the company, Mr. Goodson would receive a
supplemental retirement benefit intended to compensate him for the
reduction of his pension plan and retirement benefits as a result of his
resignation from his previous employer and employment by the company.
Further, if Mr. Goodson retires on or after age 62, but prior to age 65,
he will be entitled to receive continued health and medical benefits until
age 65. Finally, if Mr. Goodson's employment with the company is
terminated during the term of the new agreement in connection with a
material breach by the company of the new agreement, then the company is
obligated to continue paying Mr. Goodson's salary and fringe benefits for
the remainder of the term, as provided in the agreement.
The company has agreements with Messers. Goodson, Bohn, Hollowell,
Schulte and Zolnowski which provide that each executive is entitled to
benefits if, after a change in control (as defined) of the company, his
employment is ended through (i) termination by the company, other than by
reason of death or disability or for cause (as defined), or (ii)
termination by him following the first anniversary of the change in
control or due to a breach of the agreement by the company or a
significant adverse change in his responsibilities. The benefits provided
are: (a) a cash termination payment of up to three times the sum of the
executive's annual salary and his highest annual bonus during the three
years before the termination and (b) continuation of equivalent hospital,
medical, dental, accident, disability and life insurance coverage as in
effect at the termination. The agreement provides that if any portion of
the benefits under the agreement or under any other agreement would
constitute an "excess parachute payment" for purposes of the Internal
Revenue Code of 1986, as amended (the "Code"), benefits are reduced so
that the executive is entitled to receive $1 less than the maximum amount
which he can receive without becoming subject to the 20% excise tax
imposed by the Code, or which the company may pay without loss of
deduction under the Code.
Certain Agreements
In connection with their retirement as employees of the company effective
February 11, 1994, the company entered into special retirement
arrangements with Stephen P. Mosling and J. Peter Mosling, Jr., who
continue to serve as Directors of the company. Those arrangements included
the following for each executive: (i) continuation of regular salary for
the remainder of fiscal 1994 ($107,885 for Mr. S. P. Mosling and $99,635
for Mr. J. Peter Mosling, Jr.); (ii) a bonus for fiscal 1994 equal to 50%
of base salary ($85,000 for Mr. S. P. Mosling and $78,500 for Mr. J. P.
Mosling, Jr.); (iii) supplemental retirement payments of $70,000 per
calendar year from February 11 until age 55 (on February 11, Mr. S. P.
Mosling was 47, and Mr. J. P. Mosling, Jr. was 49); (iv) supplemental
retirement payments after age 55 in an amount equal to $25,000 per
calendar year; and (v) entitlement, at the company s expense and until age
65, to the standard medical and life insurance coverage that the company
offers to salaried employees. In addition, prior to their retirement, each
of Mr. S. P. Mosling and Mr. J. P. Mosling, Jr. received a grant of 7,500
shares of Class B Common Stock, which were fully vested at the time of
grant.
Report of the Compensation Committee
Responsibility for executive officer compensation is vested in the Board
of Directors and its Compensation Committee. The Compensation Committee
meets as necessary to review with the Chairman and Chief Executive Officer
the performance of other executive officers of the company, and without
him in evaluation of his services. The Compensation Committee recommends
executive officer compensation to the Board of Directors, which acts upon
such recommendations after review and discussion. The Compensation
Committee is also responsible for establishing and administering the
policies that govern the award of incentives. In fiscal 1994, the Board
of Directors did not modify or reject in any material way the Compensation
Committee s recommendations.
The practice of the company with respect to executive officer compensation
is to place a significant part of total compensation at risk and related
to the financial performance of the company. During 1994, the
Compensation Committee further focused the risk component of executive
officer compensation on increased motivation and diligence during the next
three years when the executive officers are charged with managing the
businesses of the company through significant market changes and the
uncertainties which result from a sharp reduction in defense expenditures.
The company's executive officer compensation historically has been
comprised of base salary, annual incentive compensation and long-term
incentive compensation in the form of stock options. In order to attract,
retain and provide incentives to valued executives, the Compensation
Committee has established base salary ranges at competitive levels and has
set incentive opportunities in conformity to competitive practices. To
gauge competitive practice, the Compensation Committee has considered the
experience of the company in the last three years in recruiting new senior
level executives; and has sought the advice of Towers Perrin, an executive
compensation consulting firm that advised the Compensation Committee
extensively in 1994.
For purposes of determining competitive levels, the Compensation Committee
focused primarily upon data reflecting compensation paid to executives
with similar responsibilities at industrial companies of a similar
revenue size. The Compensation Committee believes that the company's
competitors for executive talent include significantly more companies than
those peer group companies for which stock performance is reflected in the
performance graph set forth elsewhere in this Proxy Statement. Further,
the company often has recruited executives from automotive component
manufacturers, none of whom is a member of the peer group index used for
the performance graph.
Base Salary
The company has established base salary ranges that are based on
competitive data and has granted salary increases based upon a combination
of the performance of the executive officer, that part of the business of
the company for which the officer is responsible, and company performance
and profitability. In considering such executive officer performance the
Compensation Committee takes into consideration the fact that the company
has commercial lines of business in which financial success and market
share are most directly affected by price and service competition, which
contrast with the defense business which is more directly affected by
performance requirements of a major customer. The performance of the
Chairman and CEO is evaluated on the basis of achievement of his goals and
objectives, which are established annually by the Compensation Committee
and which include the profitability and performance of the company as a
whole in this period of significant change.
As a result of company performance in fiscal 1993, unless the duties and
responsibilities of an executive officer were substantially increased, no
base salary increases for fiscal 1994 were approved by the Compensation
Committee. Thus, among others, Mr. Goodson's base salary in 1994 was the
same as in 1993.
Annual Incentive Awards
The company maintains an Incentive Compensation Plan ("ICP") that is
designed to reward achievement of business objectives determined by the
Compensation Committee and approved by the Board of Directors. Awards are
considered for those executives who the Compensation Committee determines
can have a significant impact upon company performance. To ensure
compliance with this objective the Compensation Committee consulted
extensively with Towers Perrin, as indicated, to verify that the annual
incentive practices of the company do indeed provide appropriately
competitive incentive compensation opportunities.
At the beginning of each year, the Chairman and Chief Executive Officer in
consultation with the Compensation Committee establishes company and
individual executive officer performance objectives. The Compensation
Committee authorizes a two-component fund for incentive compensation. The
first, which was $150,000 in 1994, is used by Mr. Goodson to recognize
unanticipated but significant individual contributions by company
employees during the year. The Compensation Committee is timely advised
by Mr. Goodson of the reasons for and amounts of all awards. No awards
were made from this pool during the year to any executive officers.
The second component of the fund is a percentage of base salary for
executive officers and other highly compensated employees. For executive
officers, this percentage ranges from 45% of base salary to a high, for
Mr. Goodson, of 60%. This component is intended to compensate executive
officers to the full extent of potential annual incentive compensation as
and when the company realizes the full extent of its intended operating
results. Bonus payments for 1994 commenced under this component of the
ICP if the company achieved 75% of its targeted profits. At 100% of
targeted profits, 100% of the bonus potential was payable. In April 1994,
the Compensation Committee, with Board approval, reduced the 1994 target
objectives under the ICP to reflect decisions to carry out substantial
reductions in company employment. The company has exceeded its original
target objectives in a time of continuing reduction in defense
appropriations. Mr. Goodson also achieved his performance objectives,
which included positioning the company to absorb anticipated reductions in
U.S. Government defense expenditures, and the increase in sales volume and
profitability of the commercial businesses of the company. As a result,
the company has paid full executive officer bonuses from this component of
the fund. The bonus paid to Mr. Goodson was $195,000.
Long-Term Incentive Compensation
In 1990, the shareholders approved the creation of an Incentive Stock
Plan. Its objectives are to encourage and facilitate ownership of company
stock by those highly compensated employees for whom a personal commitment
to long-term shareholder interests is most important. The practice of the
Compensation Committee has been to grant stock options based upon the
level of responsibility placed on each executive officer, the individual
performance, and upon the potential of the executive to contribute to the
future success of the company. In early 1994, 49,900 options were
granted. Of these, 2,000 were granted to Mr. Goodson.
Subsequently, in order to reinforce accomplishment of its objectives of
structuring compensation to retain and properly motivate executive
officers, particularly over the next three critical years, the
Compensation Committee granted additional stock options which are
contingent upon approval by the shareholders of an amendment to the
Incentive Stock Plan. In March 1994, 85,000 options were granted. Of
these, 27,000 were granted to Mr. Goodson. In September 1994, 101,500
options were granted for fiscal 1995. Of these, 27,000 were granted to
Mr. Goodson.
In addition, the Compensation Committee created a second long-term
incentive which takes into consideration the fact that superior executive
officer performance in the important near term may not have a recognizable
effect upon the price of the stock of the company even though it is
critical to the long-term enhancement of value for shareholders. In this
program incentives are based upon a combination of company performance and
stock price performance.
With the approval of the Board of Directors in March 1994, the
Compensation Committee adopted the Oshkosh Truck Corporation 1994
Long-Term Incentive Compensation Plan (the "LTICP") and approved awards
under the LTICP. The Compensation Committee believes awards under the
LTICP will account for approximately two-thirds of the long-term
compensation value which executive officers may earn during 1994 and the
ensuing three years. Under the LTICP, the Compensation Committee awards
performance share units to participants. Whether a participant will
receive payments with respect to awarded units generally will depend upon
the financial performance of the company over a three-year period. The
number of units an executive may earn over such period will depend upon
company performance under objective performance criteria including a
return on equity. However, the value of each unit if earned will depend
upon the price of the Class B Common Stock when earned. The LTICP met the
objectives of the Compensation Committee because (i) the number of
performance share units awarded is based upon financial performance while
their value is tied to stock price; and (ii) annual awards under the LTICP
will continue to focus executive officers on the important three-year
performance cycle.
In March 1994, the Compensation Committee made initial awards under the
LTICP and established the framework for future awards in the next four
fiscal years. Because of a delay of approximately one year in completing
the LTICP, the Compensation Committee approved award sizes for each of the
first two years that were 150% of the size of the remaining three years on
the basis that doing so was appropriate in light of the challenges facing
the company and its executive management. A total of 90,000 performance
share units were awarded, of which 30,000 were allocated to Mr. Goodson.
In September 1994, 90,000 performance share units were awarded for fiscal
1995, of which 30,000 were allocated to Mr. Goodson. As provided by the
LTICP, the extent to which any of these units will be earned will depend
upon the extent to which targeted performance objectives subsequently are
achieved by the company.
Code Section 162(m)
Section 162(m) of the Internal Revenue Code limits the company's income
tax deduction for compensation paid in any taxable year to certain
executive officers to $1,000,000, subject to several exceptions. It is
the policy of the Compensation Committee that the company should use its
best efforts to cause any compensation paid to executives in excess of
such dollar limit to qualify for such exceptions and, therefore, to
continue to be deductible by the company. In particular, the LTICP and
the amendments to the Incentive Stock Plan which are to be presented to
shareholders for approval at the Annual Meeting are designed to permit
awards under such plans which will continue to qualify for the Code's
exception for "performance-based compensation" under aggressive financial
performance by the company and optimistic stock price activity.
Conclusion
The Compensation Committee believes that these components of the executive
compensation program provide compensation for executive officers that is
competitive with that offered by corporations with which the company
competes for retention of executive excellence. Further, and particularly
with the recent changes to the long-term compensation component, the
Compensation Committee believes the company is in a better position to
retain senior executives and provide incentives to motivate executives for
the longer term challenges with which the company is faced.
COMPENSATION COMMITTEE
J. William Andersen, Chairman
Daniel T. Carroll
Timothy M. Dempsey
Michael W. Grebe
Compensation Committee Interlocks and Insider Participation
Mr. Dempsey is a member of the Compensation Committee and a partner in the
law firm of Dempsey, Magnusen, Williamson and Lampe, Oshkosh, Wisconsin.
Dempsey, Magnusen, Williamson & Lampe has acted from time to time as
outside counsel for the company. Mr. Grebe is a member of the Compensation
Committee and a partner in the law firm of Foley & Lardner, Milwaukee,
Wisconsin. Foley & Lardner has acted from time to time as outside counsel
for the company.
Performance Information
Set forth below is a line graph comparing the yearly percentage change
during the last five years in the company's cumulative total shareholder
return on the Class B Common Stock with the cumulative total return of
companies on the NASDAQ Market Index and companies in a peer group
selected in good faith by the company. The comparison assumes that $100
was invested on September 30, 1989, in the company's Class B Common Stock,
the stated index, and the peer group. Total return assumes reinvestment of
dividends. The companies in the peer group comparison are: Spartan Motors,
Inc., PACCAR Inc. and Navistar International Corp. The returns of each
component company in the peer group have been weighted based on such
company s relative market capitalization.
<TABLE>
Comparison of 5 Year Stock Returns
Oshkosh Truck Corporation
<CAPTION>
1989 1990 1991 1992 1993 1994
------- ------ ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Oshkosh Truck Corporation $100.00 $65.17 $118.42 $ 85.17 $ 86.25 $107.75
NASDAQ Market Index $100.00 $75.69 $101.56 $ 99.88 $129.89 $137.45
Peer Group $100.00 $70.03 $104.99 $105.08 $126.48 $103.17
</TABLE>
Compensation of Directors
Each outside Director of the company (currently Messrs. Andersen, Carroll,
Dempsey, Grebe, J. P. Mosling, Jr., and S. Mosling) is entitled to receive
$1,500 per month he serves as a Director, plus $250 for each Board meeting
attended, and an annual fee of $5,000 for all telephonic meetings and
meetings of the audit, compensation and executive committees. The
committee chairperson receives an additional $500 per year. In addition,
subject to approval by holders of Class A Common Stock of the amended 1990
Plan, each outside Director annually will receive options to acquire 1,000
shares of Class B Common Stock.
CERTAIN TRANSACTIONS
During fiscal year 1994, and continuing through 1999, the company incurred
and will continue to incur rental expense of $128,400 per year under a
lease between the company and Cadence Company, a partnership of which
Stephen P. Mosling, and J. Peter Mosling, Jr., together with their four
sisters, are equal partners. The lease relates to property and a building
used by the company as a new product development center. The lease will
expire on July 31, 1999.
During fiscal year 1994, and continuing through 1999, the company incurred
and will continue to incur rental expense of $196,707 per year under a
lease between the company and Lake Aire Development, Inc., a corporation
owned by Stephen P. Mosling and J. Peter Mosling, Jr., relating to 15,010
square feet of office space used by the company. The lease will expire on
February 28, 1999.
During fiscal 1994, Mr. Robert G. Bohn, President and Chief Operating
Officer, was indebted to the company for expenses related to relocation in
connection with his employment by the company in the sum of $66,000
without interest. As of September 30, 1994, this indebtedness has been
reduced to $32,428.
PROPOSAL TO AMEND THE OSHKOSH TRUCK CORPORATION
1990 INCENTIVE STOCK PLAN
Summary of Proposal
General. In 1991, shareholders of the company approved the Oshkosh Truck
Corporation 1990 Incentive Stock Plan (the "Stock Plan"). The original
plan authorized the issuance of up to 400,000 shares of Class B Common
Stock. Since the inception of the Stock Plan, 40,000 shares of restricted
Class B Common Stock have been issued and vested under the Stock Plan,
12,667 shares of Class B Common Stock have been issued pursuant to options
granted under the Stock Plan, and options to purchase an additional
397,815 shares under the Stock Plan remain outstanding. The Board of
Directors wishes to continue the Stock Plan and accordingly is seeking the
approval of holders of Class A Common Stock to amend the Stock Plan to
authorize the issuance of an additional 425,000 shares of Class B Common
Stock under the plan and to effect certain other changes to the plan
described below, including granting options to nonemployee directors. The
Restated Articles of Incorporation of the company authorize the issuance
of 1,000,000 shares of Class A Common Stock and 18,000,000 shares of Class
B Common Stock. There were 449,370 shares of Class A Common Stock and
8,261,262 shares of Class B Common Stock issued and outstanding as of
December 10, 1994, and the market value of one share of Class B Common
Stock as of that date was $11.125. The following is a summary discussion
of the amended Stock Plan. Copies of the complete amended Stock Plan are
available without charge upon written request mailed to the Secretary of
the company at the company s address set forth on the face of this Proxy
Statement.
Participation. The amended Stock Plan, which is administered by the
Compensation Committee, provides for the granting to key employees of the
company and its subsidiaries of stock options and/or restricted stock.
Currently, approximately 30 employees are eligible to participate in the
Stock Plan. The number of participants could increase based upon future
growth by the company. The selection of participants will be based upon
the Compensation Committee's opinion that the participant is in a position
to contribute materially to the company's continued growth and development
and to its long-term financial success. Under the Stock Plan as proposed
to be amended, nonemployee directors of the company will also receive
grants of stock options under the Stock Plan. The company currently has
six nonemployee directors.
Stock Subject to the Stock Plan. The amended Stock Plan provides for the
sale or grant of up to 825,000 shares (either authorized but unissued
shares or treasury shares) of Class B Common Stock, subject to adjustment
as described below. If an option granted under the Stock Plan expires, is
cancelled or terminated unexercised as to any shares, or if the company
reacquires any shares subject to a restricted stock grant, then such
shares will again be available for issuance under the Stock Plan. The
amended Stock Plan also provides that the total number of shares of Class
B Common Stock subject to issuance pursuant to options granted under the
Stock Plan in any five year period to any one person may not exceed
150,000, subject to adjustment as described below.
In the event of any change in the outstanding Class B Common Stock by
reason of a stock dividend or split, recapitalization, merger,
combination, spin-off, exchange of shares or other similar corporate
change, the Compensation Committee will adjust the number of shares
subject to outstanding options, their stated option prices, the number of
shares subject to the Stock Plan and the number of shares that may be
issued to any one person. In such event, the Compensation Committee may
also adjust the number of shares subject to restricted stock grants.
Options. The amended Stock Plan provides that, as of April 25, 1994, each
nonemployee director of the company at such time was granted a
nonqualified option to purchase 1,000 shares of Class B Common Stock,
assuming holders of Class A Common Stock approve the amendments to the
Stock Plan at the Annual Meeting. Further, upon the conclusion of the
Annual Meeting and each subsequent annual meeting of the shareholders of
the company, each nonemployee director at such time will be granted a
nonqualified option to purchase an additional 1,000 shares of stock. The
exercise price per share of Class B Common Stock subject to an option
granted to a nonemployee director under the amended Stock Plan is the fair
market value of the Class B Common Stock on the date the option is
granted. The options vest ratably over the three year period from the date
of grant and expire ten years after the date of grant. The option exercise
price is payable to the company in cash, by tendering shares of Class B
Common Stock or by any combination thereof.
Options other than those granted to nonemployee directors will be granted
to participants at such time as the Compensation Committee will determine.
The Compensation Committee will also determine the number of options
granted and whether an option is to be an incentive stock option or
nonqualified stock option. The aggregate fair market value of Class B
Common Stock with respect to which incentive stock options are exercisable
for the first time by a participant during any calendar year shall not
exceed $100,000. The option price per share of Class B Common Stock will
be fixed by the Compensation Committee, but will not be less than the fair
market value of the Class B Common Stock on the date of grant. The
Compensation Committee will determine the expiration date of each option
but, in the case of an incentive stock option, the expiration date will
not be later than the tenth anniversary of the grant date. Options will be
exercisable at such times and be subject to such restrictions and
conditions as the Compensation Committee deems necessary or advisable,
except that options granted to officers, directors or more than 10%
shareholders may not be exercised until at least six months after the date
of grant. No option will be assignable or transferable by a participant,
except by will or the laws of descent and distributor, and options may be
exercised during the life of the participant only by the participant.
At the time of exercise, the option must be paid in full either (i) in
cash or its equivalent, (ii) by tendering shares of previously acquired
stock having a fair market value at the time of exercise equal to the
option price, or (iii) by a combination of (i) and (ii).
Restricted Stock. The Compensation Committee may grant shares of
restricted stock to such participants, in such amounts, at such times and
with such restrictions on transfer as it will determine, except that
nonemployee directors of the company are not entitled to receive
restricted stock grants. Shares of restricted stock may not be transferred
in any way, other than by will or by the laws of descent and distribution,
for the period of time determined by the Compensation Committee or prior
to the earlier satisfaction of other conditions specified by the
Compensation Committee as set forth in the written stock grant. Any
restricted stock granted to an officer, director or more than 10%
shareholder may not be sold for at least six months after the date it is
granted. After the period of restriction, the shares of restricted stock
become freely transferable. During the period of restriction, participants
will have sole voting rights, and will be entitled to receive all
dividends and other distributions with respect to restricted shares.
Change of Control. The Compensation Committee, either at the time options
or shares of restricted stock are granted or, under certain circumstances,
at any time thereafter, may provide for the acceleration of or accelerate
the exercisability of options and/or the last day of the restriction
period for restricted stock upon a change of control of the company.
Certain Federal Income Tax Consequences. In general, a participant will
not recognize income for federal income tax purposes at the time of grant
or exercise of an incentive stock option. However, upon exercise, the
excess of the fair market value of the stock over the option price is
treated as an adjustment for purposes of the alternative minimum tax. If a
participant holds the shares received on exercise of an incentive stock
option for at least two years from the date of grant and one year from the
date of exercise, he or she will recognize no federal taxable income as a
result of exercise. Any gain (or loss) realized on the disposition of the
stock will be treated as a long-term capital gain (or loss), and no
deduction will be allowed to the company. If the holding period
requirements are not satisfied, the participant will recognize ordinary
income at the time of the disposition equal to the lesser of (i) the gain
realized on the disposition or (ii) the difference between the option
price and the fair market value of the shares on the date of exercise. Any
additional gain will be a long-term or short-term capital gain, depending
upon the length of time the shares were held. The company is entitled to a
tax deduction equal to the amount of ordinary income recognized by the
participant.
The grant of a nonqualified stock option will not result in any taxable
income to a participant or director recipient. A participant or director
will recognize ordinary income upon exercise of a nonqualified stock
option. In any case, the amount of ordinary income recognized will be
equal to the excess of the fair market value of the stock at the time the
income is recognized over the option price. The company is entitled to a
tax deduction in the same amount at the time the participant or director
recipient recognizes ordinary income.
Awards to Certain Persons. Grants of options to the six nonemployee
directors of the company as of April 25, 1994 will not be effective unless
holders of Class A Common Stock approve the Stock Plan at the Annual
Meeting. During 1994, the Compensation Committee approved grants of stock
options to executive officers and others that do not require shareholder
approval of the amended Stock Plan (see "Option Grants in 1994 Fiscal
Year"). However, the option grants to executive officers approved by the
Compensation Committee on September 25, 1994 will not be effective unless
holders of Class A Common Stock approve the amended Stock Plan. Set forth
in the table below is information regarding awards of stock options under
the amended Stock Plan to the persons noted that require shareholder
approval of the amended Stock Plan:
New Plan Benefits
Options to
Purchase Class B
Name and Principal Position Common Stock
--------------------------- ----------------
R. Eugene Goodson, Chairman and Chief Executive Officer 27,000
Robert G. Bohn, President and Chief Operating Officer 16,000
Paul C. Hollowell, Executive Vice President; President,
Oshkosh International 10,000
Fred S. Schulte, Vice President, Chief Financial Officer
and Treasurer 7,000
Matthew J. Zolnowski, Vice President-Administration 7,000
Executive Officers as a Group 67,000
Non-Executive Director Group 1,000 per year
per director
Non-Executive Officer Employee Group 0
Except for stock options granted to nonemployee directors on an annual
basis under the amended Stock Plan, the company cannot currently determine
the awards that may be granted in the future to the persons named above
under the amended Stock Plan. Such determinations will be made from time
to time by the Compensation Committee.
Duration of Plan. The amended Stock Plan will remain in effect until after
Class B Common Stock subject to it has been purchased or acquired, unless
terminated by the Board of Directors. However, no option or restricted
stock may be granted after March 29, 2004 (which represents an extension
from April 9, 2000).
Amendment, Modification and Termination. The Board of Directors may amend,
modify or terminate the Stock Plan at any time, except that, unless
approved by the shareholders, no amendment will (i) change the provisions
of the Stock Plan regarding option price or increase the maximum number of
shares issuable under the Stock Plan generally or to any one person
(except pursuant to a change in the number of outstanding shares of Class
B Common Stock as described above); (ii) materially modify the eligibility
requirements for participation in the Stock Plan; (iii) materially
increase the cost of the Stock Plan to the company or materially increase
the benefits to participants under the Stock Plan; (iv) extend the period
during which options or restricted stock may be granted; or (v) extend the
maximum period after the date of grant during which options may be
exercised. Termination, amendment or modification of the Stock Plan will
not adversely affect the rights of participants under options or
restricted stock previously granted, without the consent of the
participants.
Vote Required. The affirmative vote of a majority of the shares of Class A
Common Stock represented and voted at the Annual Meeting (assuming a
quorum is present) is required to approve the Stock Plan. Any shares not
voted at the Annual Meeting (whether by broker nonvotes or otherwise,
except abstentions) will have no impact on the vote. Shares as to which
holders abstain from voting will be treated as votes against the proposal.
Recommendation
The Board recommends a vote FOR approval of the amendments to the Oshkosh
Truck Corporation 1990 Incentive Stock Plan.
PROPOSAL TO ADOPT THE OSHKOSH TRUCK CORPORATION
1994 LONG-TERM INCENTIVE COMPENSATION PLAN
Summary of Proposal
On March 29, 1994, the Compensation Committee of the Board of Directors,
with the concurrence of the Board of Directors, adopted the Oshkosh Truck
Corporation 1994 Long-Term Incentive Compensation Plan (the "LTICP") as a
means to provide long-term incentive compensation to key executive
officers. Adoption of the LTICP, and awards to executive officers under
the LTICP to date, are contingent upon approval of the LTICP by holders of
Class A Common Stock. The following is a summary discussion of the LTICP.
Copies of the complete LTICP are available without charge upon written
request mailed to the Secretary of the company at the company s address
set forth on the face of this Proxy Statement.
The LTICP, which is administered by the Compensation Committee, provides
for the granting of awards of performance share units to key employees of
the company or its subsidiaries. Currently, eight employees are eligible
to participate in the Plan, and the Committee has made awards to each of
such employees. The selection of participants will be based on the
Compensation Committee's opinion that an employee is in a position to
contribute materially to the company's continued growth and development
and to its long-term financial success.
Under the plan, participants receive an award of performance share units.
The number of units earned by a participant is determined based upon the
company s performance over a performance period relative to objectives
that the Compensation Committee has established that focus on a measurable
performance criterion. Generally, awards will cover performance over a
three-year period; however, the first award under the LTICP, which was
made during fiscal 1994, takes into account performance during fiscal 1995
and 1996. Under the plan, the performance criterion must be return on
equity, return on net assets, growth in earnings per share, stock price
appreciation and/or cash flow. No units are earned if the company s
performance is less than a threshold level of performance set by the
Compensation Committee, and the maximum number of units earned cannot
exceed 150% of the number of units awarded. At the time of payment, each
performance share unit earned will have a value equal to the value of one
share of Class B Common Stock, and a participant is paid that value in
shares of Class B Common Stock or cash at the discretion of the
Compensation Committee.
Subject to certain exceptions, a participant whose employment with the
company terminates prior to the end of the applicable performance period
is not entitled to receive any payment under an award. However, the
Committee may, in its discretion, provide for the payment of an award, in
whole or in part, if a participant's employment terminates by reason of
death or disability. If a participant retires on or after the date which
is half way through the applicable performance period, the participant may
be entitled to a payment based upon that portion of the performance
period the participant was an employee. If there is a change of control
involving the company during a performance period, each participant will
be entitled to payment with respect to the number of unvested performance
share units the participant then holds.
The LTICP authorizes the issuance of one share of Class B Common Stock for
each performance share unit earned by a participant and paid in stock in
accordance with the LTICP. The total number of performance share units
earned under the plan may not exceed 540,000. The total number of shares
of Class B Common Stock subject to issuance to any one person and the
total number of performance share units earned under the plan by any one
person may not exceed 195,000. In the event of any change in the
outstanding Class B Common Stock by reason of a stock dividend or split,
recapitalization, merger, combination, spin-off, exchange of shares or
other similar corporate change, the Compensation Committee may adjust the
number of shares issuable in respect of each performance share unit and
the other limitations described above. No award may be granted under the
LTICP after December 31, 1999.
The Board of Directors may amend the LTICP, provided that no amendment may
increase the stock that may be issued under the plan or the performance
share units that may be earned under the plan, materially increase the
cost of the plan or materially increase benefits to participants, extend
the period during which awards may be granted or change the class of
individuals eligible to receive awards.
Set forth below is information regarding awards of performance share units
made under the LTICP during fiscal 1994 for the persons noted:
New Plan Benefits
Performance
Name and Principal Position Share Units*
--------------------------- ------------
R. Eugene Goodson, Chairman and Chief Executive Officer 60,000
Robert G. Bohn, Chief Operating Officer 30,000
Paul C. Hollowell, Executive Vice President;
President, Oshkosh International 24,000
Fred S. Schulte, Vice President, Chief Financial Officer
and Treasurer 15,000
Matthew J. Zolnowski, Vice President-Administration 15,000
Executive Officers as a Group 144,0000
Non-Executive Director Group 72,000
Non-Executive Officer Employee Group 36,000
*In March 1994, the Compensation Committee approved initial LTICP awards
covering a performance period through 1996. In September 1994, the
Compensation Committee approved the first regular awards under the LTICP,
which cover a three-year performance period from 1995 through 1997. Thus,
the grants reflected in the table reflect two sets of awards. (See
"Long-Term Incentive Compensation Plan Awards" above for further
information concerning these awards.)
The company cannot currently determine the awards that may be granted in
the future to the above-named persons under the LTICP. Such determinations
will be made from time to time by the Compensation Committee.
The Board of Directors believes that the LTICP will advance the interests
of the company and promote continuity of management by providing an
incentive which will attract and retain the services of key employees who
will exert their maximum efforts on behalf of the company.
The affirmative vote of a majority of the shares of Class A Common Stock
represented and voted at the Annual Meeting (assuming a quorum is present)
is required to approve the LTICP. Any shares not voted at the Annual
Meeting (whether by broker nonvotes or otherwise, except abstentions) will
have no impact on the vote. Shares as to which holders abstain from voting
will be treated as votes against the proposal.
Recommendation
The Board recommends a vote FOR approval of the Oshkosh Truck Corporation
1994 Long-Term Incentive Compensation Plan.
SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young LLP as the independent
auditors for the purpose of auditing the financial statements of the
company for fiscal year 1995. Ernst & Young LLP has served as the
company's auditors since 1976.
Representatives of Ernst & Young LLP will be present at the Annual Meeting
and will have an opportunity to make a statement if they desire to do so
and to respond to appropriate questions.
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors held seven meetings during fiscal 1994. Each
incumbent Director during the last year attended at least 75% of the
aggregate of the total meetings of the Board of Directors held while such
person was a Director and the total meetings of the Committees of the
Board on which he served. The company has appointed Executive,
Compensation and Audit Committees of the Board of Directors, and has no
nominating committee. The functions of the Executive Committee are to
oversee corporate policy, to review management proposals and to make
recommendations on those proposals to the Board of Directors and to
exercise certain other executive powers. The committee, which held
fourteen meetings during fiscal 1994, currently consist of Messrs.
Goodson, J. Peter Mosling, Jr. and Stephen P. Mosling.
The Compensation Committee recommends all officer salaries and
supplemental compensation plans to the Board of Directors. The committee,
which held nine meetings during fiscal 1994, currently consists of Messrs.
Andersen, Carroll, Dempsey and Grebe.
The functions of the Audit Committee are to meet with the independent
auditors of the company, and with the Manager of Internal Audit of the
company, regarding the financial statements of the company, the adequacy
of internal controls and procedures of the company as they relate to such
statements, and adherence of employees to company controls, policies and
procedures which effect such statements. The committee currently consists
of Messrs. Andersen, Carroll, Dempsey and Grebe. The committee held five
meetings during Fiscal 1994, including two meetings with representatives
of Ernst & Young LLP.
OTHER MATTERS
At the Annual Meeting, shareholders will approve the minutes for the 1994
Annual Meeting; such action will not constitute approval or disapproval of
any of the matters referred to in the minutes.
Management knows of no matters other than those stated which are likely to
be brought before the Annual Meeting. However, in the event that any other
matter shall properly come before the meeting, it is the intention of the
persons named in the forms of proxy to vote the shares represented by each
such proxy in accordance with their judgment on such matters.
All shareholder proposals for presentation at the 1996 Annual Meeting must
be received at the offices of the company, P.O. Box 2566, Oshkosh,
Wisconsin 54903, by August 21, 1995, for inclusion in the 1996 proxy
statement.
Section 16(a) of the Securities Exchange Act of 1934 requires the
company's officers and directors to file reports of stock ownership and
changes in stock ownership with the Securities and Exchange Commission.
SEC regulations require officers and directors to furnish the company with
copies of all Section 16(a) forms they file. Based solely on a review of
such forms furnished to the company, the company believes that during the
period from September 25, 1993, through September 30, 1994, all of its
officers and directors complied with Section 16(a) filing requirements.
COST OF SOLICITATION
The cost of soliciting proxies will be borne by the company. The company
expects to solicit proxies primarily by mail. Proxies may also be
solicited personally and by telephone by certain officers and regular
employees of the company. It is not anticipated that anyone will be
specially engaged to solicit proxies or that special compensation will be
paid for that purpose. The company will reimburse brokers and other
nominees for their reasonable expenses in communicating with the persons
for whom they hold stock of the company.
By order of the Board of Directors,
TIMOTHY M. DEMPSEY, Secretary
OSHKOSH TRUCK CORPORATION
<PAGE>
CLASS A COMMON STOCK
PROXY
OSHKOSH TRUCK CORPORATION
Revocable Proxy for Annual Meeting of Shareholders
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
I hereby appoint R. Eugene Goodson and Timothy M. Dempsey, and each of
them, each with full power to act without the other, and each with full
power of substitution, as my proxy to vote all shares of Class B Common
Stock the undersigned is entitled to vote at the Annual Meeting of
Shareholders of Oshkosh Truck Corporation (the "Company") to be held at
the Oshkosh Hilton & Convention Center, One North Main Street, Oshkosh,
Wisconsin at 10:00 o'clock in the forenoon on Monday, January 23, 1995 or
at any adjournment thereof, as follows, hereby revoking any proxy
previously given:
1. ELECTION OF DIRECTORS FOR all nominees listed below ( )
(except as marked to the contrary below)
WITHHOLD AUTHORITY ( )
(to vote for any nominees listed below)
R. Eugene Goodson, J. William Andersen, Michael W. Grebe,
Stephen P. Mosling, J. Peter Mosling
(INSTRUCTION: To withhold authority to vote for any individual nominee
write that nominee's name in the space provided below.)
________________________________________________________________________
2. Proposal to approve the Oshkosh Truck Corporation 1990 Incentive Stock
Plan, as amended. ( ) FOR ( ) AGAINST ( ) ABSTAIN
3. Proposal to approve the Oshkosh Truck Corporation 1994 Long-Term
Incentive Compensation Plan. ( ) FOR ( ) AGAINST ( ) ABSTAIN
4. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES LISTED IN ITEM
1 AND "FOR" ITEM 2 AND ITEM 3.
(Continued and to be signed on reverse side)
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER.
IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR ALL NOMINEES LISTED
IN ITEM 1 AND "FOR" ITEM 2 AND ITEM 3.
I hereby acknowledge receipt of the Notice of
said Annual Meeting and the accompanying Proxy
statement and Annual Report.
Dated _______________________, 19 _________
Signed ____________________________________
____________________________________
Note: Please sign name exactly as it appears
hereon. When signed as attorney, executor,
trustee or guardian, please add title. For
joint accounts, each owner should sign.
PLEASE MAIL IN ENVELOPE ENCLOSED-NO POSTAGE REQUIRED.
<PAGE>
CLASS B COMMON STOCK
PROXY
OSHKOSH TRUCK CORPORATION
Revocable Proxy for Annual Meeting of Shareholders
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
I hereby appoint R. Eugene Goodson and Timothy M. Dempsey, and each of
them, each with full power to act without the other, and each with full
power of substitution, as my proxy to vote all shares of Class B Common
Stock the undersigned is entitled to vote at the Annual Meeting of
Shareholders of Oshkosh Truck Corporation (the "Company") to be held at
the Oshkosh Hilton & Convention Center, One North Main Street, Oshkosh,
Wisconsin at 10:00 o'clock in the forenoon on Monday, January 23, 1995 or
at any adjournment thereof, as follows, hereby revoking any proxy
previously given:
1. ELECTION OF DIRECTORS FOR all nominees listed below ( )
(except as marked to the contrary below)
WITHHOLD AUTHORITY ( )
(to vote for any nominees listed below)
DANIEL T. CARROLL TIMOTHY M. DEMPSEY
(INSTRUCTION: To withhold authority to vote for any individual nominee
write that nominee's name in the space provided below.)
________________________________________________________________________
2. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" BOTH NOMINEES LISTED IN
ITEM 1.
(Continued and to be signed on reverse side)
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER.
IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR BOTH NOMINEES LISTED
IN ITEM 1.
I hereby acknowledge receipt of the Notice of
said Annual Meeting and the accompanying Proxy
statement and Annual Report.
Dated _______________________, 19 _________
Signed ____________________________________
____________________________________
Note: Please sign name exactly as it appears
hereon. When signed as attorney, executor,
trustee or guardian, please add title. For
joint accounts, each owner should sign.
PLEASE MAIL IN ENVELOPE ENCLOSED-NO POSTAGE REQUIRED.
