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 22, 1996
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 22, 1996,
at 10:00 o'clock in the forenoon at the Experimental Aircraft Association
Museum, Hwy 41 and 44, Oshkosh, Wisconsin, for the following purposes:
(1) To elect directors for terms of one year expiring at the Annual
Meeting to be held in 1997; and
(2) 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 11, 1995,
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, 1995, 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 20, 1995
<PAGE>
OSHKOSH TRUCK CORPORATION
Proxy Statement for Annual Meeting of Shareholders
To be Held on January 22, 1996
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 22, 1996, at 10:00 o'clock in the forenoon at the
Experimental Aircraft Association Museum, Hwy 41 and 44, 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 11, 1995, are entitled to vote at the Annual
Meeting. On that date, the company had outstanding and entitled to vote
410,283 shares of Class A Common Stock and 8,476,865 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 nine 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, eight directors will be elected; holders
of shares of Class A Common Stock will elect six 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
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, 1995, with respect to each nominee
is set forth below.
NOMINEES FOR HOLDERS OF CLASS A SHARES
Name Age Office, if any, Held in Company
R. Eugene Goodson 60 Chairman of the Board and Chief
Executive Officer
Stephen P. Mosling 49
J. Peter Mosling, Jr. 51
J. William Andersen 57
Michael W. Grebe 55
Robert G. Bohn 42 President and Chief Operating Officer
NOMINEES FOR HOLDERS OF CLASS B SHARES
Name Age Office, if any, Held in Company
Daniel T. Carroll 69
James H. Hebe 46
R. EUGENE GOODSON Mr. Goodson joined the company in 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 1994.
J. PETER MOSLING, JR. Mr. Mosling has served as a Director of the
company since 1976 having joined the company in 1969. He had served in
various senior executive capacities since joining the company through his
retirement in 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 1994.
MICHAEL W. GREBE Mr. Grebe has served as a Director of the company
since 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 1995 and will similarly do so in 1996.
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;
Wolverine World Wide, Incorporated; Comshare, Inc.; Aon Corp.; Diebold
Incorporated; A.M. Castle & Company; American Woodmark Corporation; and
Woodhead Industries, Inc.
ROBERT G. BOHN - Mr. Bohn joined the company in 1992 as Vice President-
Operations. He was appointed President and Chief Operating Officer in
1994. Prior to joining the company Mr. Bohn was Director-European
Operations for Johnson Controls. He worked for Johnson Controls from 1984
until 1992. He was elected a director of the company by the Board of
Directors in June 1995.
JAMES L. HEBE - Mr. Hebe is President and CEO of Freightliner Corporation,
Portland, Oregon, a manufacturer of trucks. He was elected a director of
the company by the Board of Directors in June 1995, pursuant to the
Strategic Alliance Agreement between the company and Freightliner
Corporation, dated June 2, 1995. Mr. Hebe was appointed Senior Vice
President-Sales & Marketing of Freightliner Corporation in 1989. In 1991
he was appointed Executive Vice President-Sales & Marketing, and in 1992
Mr. Hebe was appointed to his present position of Chairman of the Board of
Directors, Chief Executive Officer and President of Freightliner
Corporation.
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 other director, 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, 1995.
Except as indicated, persons listed have sole voting and investment power
over the shares beneficially owned.
Class A Class B
Percent Percent
Shares of Class Shares of Class
J. Peter Mosling,
Jr. (1)(2)(3) 226,508 54.5% 239,591 2.7%
P.O. Box 2566,
Oshkosh, WI 54903
Stephen P. Mosling
(1)(2)(3)(4) 156,458 37.6% 365,111 4.2%
P.O. Box 2566,
Oshkosh, WI 54903
Cadence Company (1) 106,695 25.7% 39,242 *
C/O J. Peter Mosling, Jr.
P.O. Box 3146,
Oshkosh, WI 54903
J. William Andersen (3)(5) 1,890 * 333 *
Robert G. Bohn (3) 0 * 20,333 *
Daniel T. Carroll (3) 0 * 1,333 *
Timothy M. Dempsey (3)(6) 1,980 * 38,788 *
R. Eugene Goodson (2)(3)(7) 270 * 162,461 1.9%
Michael W. Grebe (3) 0 * 1,333 *
James L. Hebe 0 * 0 *
Paul C. Hollowell (3) 0 * 16,974 *
Fred S. Schulte (3)(8) 0 * 24,334 *
Matthew J. Zolnowski (3) 0 * 11,564 *
All Directors and
executive officers as
a group (12 persons)(3) 351,540 84.6% 869,075 9.9%
________________________
*The amount shown is less than 1% of the outstanding shares of such
class.
(1) 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.
(2) J. Peter Mosling, Jr., Stephen P. Mosling and Mr. Goodson are parties
to two agreements relating to Class A Common Stock. The first 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.
Under the second agreement, Messrs. Mosling each have agreed with
Freightliner Corporation that, during the term of the Strategic Alliance
Agreement between Oshkosh Truck Corporation and Freightliner Corporation,
which began on June 2, 1995, and has an initial term of five years, they
will not sell or similarly dispose of any Class A Common Stock except by
exchange with the company for an equal number of shares of Class B Common
Stock. Should Mr. Goodson acquire Class A Common Stock from either Mr.
Mosling, such stock shall be subject to the restrictions of this agreement
with Freightliner Corporation.
(3) Amounts shown include 9,833 shares of Class B Common Stock for J.
Peter Mosling, Jr., 9,833 shares of Class B Common Stock for Stephen P.
Mosling, 61,000 shares of Class B Common Stock for R. Eugene Goodson,
20,333 shares of Class B Common Stock for Robert G. Bohn, 16,416 shares of
Class B Common Stock for Paul C. Hollowell, 24,334 shares of Class B
Common Stock for Fred S. Schulte, 11,416 shares of Class B Common Stock
for Matthew J. Zolnowski, 333 shares each of Class B Common Stock for J.
William Andersen, Daniel T. Carroll, Michael W. Grebe, and Timothy M.
Dempsey, and 154,497 shares of Class B Common Stock for Directors and
executive officers as a group represented by stock options exercisable
within 60 days of November 15, 1995.
(4) Amounts shown include 102,912 shares of Class B Common Stock held by
Stephen P. Mosling as trustee under a trust.
(5) 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.
(6) Amounts shown include 1,125 shares of Class B Common Stock held by
Linda D. Dempsey, Mr. Dempsey's wife, as Wisconsin Marital Property and
10,555 shares of Class B Common Stock held by Mr. Dempsey as trustee of
trusts for unrelated parties. On October 1, 1995, Mr. Dempsey joined the
company as Vice President and General Counsel, as a result of which he has
declined renomination to the Board of Directors.
(7) 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.
(8) Mr. Schulte resigned from the company on September 30, 1995.
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 1995. The persons named in the table are
sometimes referred to in this proxy statement as the "named executive
officers."
<TABLE>
Summary Compensation Table
<CAPTION>
Long-Term
Name and Compensation
Principal Position Annual Compensation Awards
Other
Annual All Other
Name and Compensa- Stock Compensa-
Principal Position Year Salary ($) Bonus($)(1) tion($)(2) Options(#) tion($)(3)
<S> <C> <C> <C> <C> <C> <C>
R. Eugene Goodson 1995 390,000 0 0 27,000 32,097
Chairman and Chief 1994 345,000 195,000 0 56,000 2,249
Executive Officer 1993 345,000 81,250 0 2,500 1,541
-----------------------------------------------------------------------------------------------------------
Robert G. Bohn 1995 225,000 120,000 23,372 16,000 34,893
President and 1994 185,423 95,000 20,278 41,000 42,341
Chief Operating 1993 141,492 21,000 0 2,500 30,162
Officer
-----------------------------------------------------------------------------------------------------------
Paul C. Hollowell 1995 177,000 0 0 10,000 1,631
Executive Vice 1994 161,308 73,500 0 25,000 1,613
President and 1993 144,302 0 0 2,500 1,447
President, Oshkosh
International
-----------------------------------------------------------------------------------------------------------
Fred S. Schulte (4) 1995 175,000 0 0 0 1,721
Vice President, 1994 165,000 82,500 0 19,000 1,650
Chief Financial 1993 165,000 4,273 0 2,500 1,647
Officer and Treasurer
-----------------------------------------------------------------------------------------------------------
Matthew J. Zolnowski 1995 132,500 0 10,801 7,000 19,461
Vice President- 1994 118,965 54,300 12,581 19,000 19,400
Administration 1993 107,000 12,000 10,180 2,500 19,092
===========================================================================================================
<FN>
(1) Consists of awards under the Incentive Compensation Plan of the company based upon performance as determined by Mr.
Goodson with concurrence by the Compensation Committee, except that $81,250 paid to Mr. Goodson in 1993 was paid pursuant to
his initial contract of employment, and $120,000 paid to Mr. Bohn in 1995 was paid pursuant to two individual performance
bonuses.
(2) Amounts for Mr. Bohn and Mr. Zolnowski represent reimbursement of taxes associated with relocation payments made in
connection with their employment by the company.
(3) For all named executive officers other than Messrs. Bohn, Goodson and 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 1995 amount for Mr. Goodson also includes $30,000 recognized as income upon
exercise of stock options. The amounts for Mr. Bohn include $32,428, $40,277 and $30,162 for the years 1995, 1994 and 1993,
respectively, in relocation payments made in connection with his employment by the company. The amounts for Mr. Zolnowski
include $18,210, $18,210 and $18,557 for the years 1995, 1994 and 1993, respectively, in relocation payments made in
connection with his employment by the company.
(4) Mr. Schulte resigned from the company on September 30, 1995. Under a separation agreement Mr. Schulte's base salary will
continue for one year and he has been paid a separation sum of $50,000. In addition, vesting of 8,833 options to acquire
shares of Class B Common Stock of the company under previously granted, but unvested options, was accelerated.
</TABLE>
Stock Options
The company has in effect the Oshkosh Truck Corporation 1990 Incentive
Stock Plan (the "1990 Plan"), pursuant to which options to purchase shares
of Class B Common Stock may be granted to key employees of the company.
The following table presents certain information as to grants of stock
options made during fiscal 1995 to the named executive officers.
<TABLE>
Option Grants in 1995 Fiscal Year
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Ten-Year Grant Term(2)
Percent of
Total Options At 5% At 10%
Options Granted to Exercise or Annual Annual
Granted Employees Base Price Expiration Growth Growth
Name (#)(1) in Fiscal Year ($/Share) Date Rate Rate
<S> <C> <C> <C> <C> <C> <C>
R. Eugene Goodson 27,000 26.87% $14.000 10/24/05 $237,722 $602,435
Robert G. Bohn 16,000 15.92% $14.000 10/24/05 $140,872 $356,998
Paul C. Hollowell 10,000 9.95% $14.000 10/24/05 $ 88,045 $223,124
Fred S. Schulte(3) - - - - - -
Matthew J. Zolnowski 7,000 6.97% $14.000 10/24/05 $ 61,632 $156,187
__________________
<FN>
(1) The options reflected in the table (which are non-qualified options for purposes of the Internal Revenue Code) vest
ratably over the three-year period from the date of grant.
(2) This presentation is intended to disclose the potential value which would accrue to the optionee if the option were
exercised the day before it would expire and if the per share value had appreciated at the compounded annual rate indicated in
each column. The assumed rates of appreciation of 5% and 10% are prescribed by the rules of the Securities and Exchange
Commission regarding disclosure of executive compensation. The assumed annual rates of appreciation are not intended to
forecast possible future appreciation, if any, with respect the price of the Common Stock.
(3) No grant was made to Mr. Schulte as he resigned from the company on September 30, 1995.
</TABLE>
The following table sets forth information regarding the fiscal year-end
value of unexercised options held by such officers:
<TABLE>
Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values
<CAPTION>
Shares
Acquired Number of Unexercised Value of Unexercised
On Value Options at Fiscal Options at Fiscal
Exercise Realized Year-End (#) Year-End (1)
(# ) ($) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
R. Eugene Goodson 10,000 $30,000 60,334 65,166 $335,337 $230,663
Robert G. Bohn - - 17,333 44,167 $ 85,957 $169,168
Paul C. Hollowell - - 14,750 27,500 $ 69,719 $105,000
Fred S. Schulte - - 24,334 - $115,962 -
Matthew J. Zolnowski - - 9,750 20,500 $ 44,625 $ 80,750
___________________
<FN>
(1) 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>
<TABLE>
Long-Term Incentive Compensation Plan Awards In Fiscal 1995
<CAPTION>
Performance
Period Until
Number Maturation
Name of Units or Payout Estimated Future Payout
Threshold Target Maximum
1996 Awards Made (#) (#) (#)
In September 1995
<S> <C> <C> <C> <C> <C>
R. Eugene Goodson 20,000 From October 1, 1996 10,000 20,000 30,000
Robert G. Bohn 10,000 through the 1998 5,000 10,000 15,000
Paul C. Hollowell 8,000 Fiscal Year for 4,000 8,000 12,000
Fred S. Schulte - all 1996 Awards - - -
Matthew J. Zolnowski 5,000 2,500 5,000 7,500
____________________
</TABLE>
The foregoing table shows each award of performance share units made to
any named executive officer during the 1995 fiscal year under the Oshkosh
Truck Corporation 1994 Long-Term Incentive Compensation Plan ("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 will be 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 canceled in the absence of action to the contrary by the
Compensation Committee. 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 in Employees Retiring at Age 65
Highest 5 Consecutive
Calendar Years Years of Service
Completed 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
_________________
<FN>
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.
</TABLE>
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. The
spouse of an employee who would have been eligible for early retirement at
death, and 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, 1995, years of
participating service under the pension plan were 5.5 years for Mr.
Goodson, 4.6 years for Mr. Schulte, 3.5 years for Mr. Bohn, 6.5 years for
Mr. Hollowell, and 3.7 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 $345,000. 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 entered into an employment agreement with Mr. Hollowell on
August 31, 1995, under which the company will employ him as Executive Vice
President of the company, and as President, Oshkosh International. The
agreement initially expires initially on September 30, 1997. Mr.
Hollowell receives an annual base salary of not less than $170,000, and
participates in the company's bonus program for executive officers. If
Mr. Hollowell's employment with the company is terminated during the term
of this agreement in connection with a material breach of the agreement by
the company, then the company is obligated to continue paying his salary
and fringe benefits for the remainder of the term, as provided in the
agreement.
The company has agreements with Messrs. Goodson, Bohn, Dempsey, Hollowell
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 for
a period which generally will end two years after such change in control.
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
(i) 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); (ii) supplemental retirement payments
after age 55 in an amount equal to $25,000 per calendar year; and (iii)
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.
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 performance. 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
1995, 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 1995, the
Compensation Committee further focused the risk component of executive
officer compensation on increased motivation and diligence during the next
two years when the executive officers are charged with continuing to
manage the businesses of the company through significant market changes
and the uncertainties which result from a sharp reduction in defense
expenditures, and during which period the implementation of the Strategic
Alliance with Freightliner Corporation will occur.
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 four 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.
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 $100,000 in 1995, 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 35% 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 1995 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. With the
exception of discontinued Chassis Division operations in fiscal 1995, 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 negotiation of the Strategic
Alliance with Freightliner Corporation. However, the over-all operations
of the company did not achieve targeted objectives. As a result, the
company has paid no executive officer bonuses from this component of the
fund for 1995.
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 1994, in order to reinforce accomplishment of its objectives of
structuring compensation to retain and properly motivate executive
officers, particularly over the next critical years, the Compensation
Committee granted additional stock options. In September 1995, 94,500
options were granted for fiscal 1996. Of these, 27,000 were granted to Mr.
Goodson.
In 1994, the Compensation Committee also 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 1995 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 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. In September 1995, 55,500
performance share units were awarded for fiscal 1996, of which 20,000 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 Incentive Stock Plan 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
Michael W. Grebe
Compensation Committee Interlocks and Insider Participation
During fiscal year 1995, Mr. Dempsey was a member of the Compensation
Committee and is 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.
During fiscal 1995 the company paid the firm of Dempsey, Magnusen,
Williamson & Lampe for services the sum of $218,840. 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, 1990, 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, as reported in
prior years are: Spartan Motors, Inc., PACCAR Inc. and Navistar
International Corp. As a result of the sale on June 2, 1995, of its
chassis business to Freightliner Corporation, the company believes Spartan
Motors, Inc., should be deleted from the peer group comparison for 1995.
The line graph below shows dual presentation of performance by the former
peer group and the peer group for 1995 purposes, which consists of 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.
Comparison of 5 Year Returns
Oshkosh Truck Corporation
1990 1991 1992 1993 1994 1995
Oshkosh Truck $100.00 $181.71 $130.69 $132.34 $165.34 $241.82
Corp
MASDAQ Market $100.00 $134.19 $131.96 $171.62 $181.61 $220.50
Index
Peer Group $100.00 $143.96 $143.97 $168.54 $137.65 $146.27
Peer Group $100.00 $149.47 $148.86 $179.29 $145.77 $151.16
(As previously
reported)
Compensation of Directors
Each outside Director of the company (currently Messrs. Andersen, Carroll,
Grebe, Hebe, 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, executive, strategic planning and
nominating committees. The committee chairperson receives an additional
$500 per year. In addition, each outside Director annually will receive
options to acquire 1,000 shares of Class B Common Stock following
conclusion of the Annual Meeting of Shareholders.
CERTAIN TRANSACTIONS
During fiscal year 1995, 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 the first quarter of fiscal year 1995, the company incurred rental
expense in the sum of $65,566 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. However, the real property was sold to others by the owners
in December 1995. Since that date the company has leased additional
office space from the new owner.
During fiscal year 1995, the company paid Mr. J. Peter Mosling, Jr., the
sum of $56,875 for strategic consulting services. The Compensation
Committee also extended the time for exercise of certain stock options
held by Messrs. Mosling for twelve months, to February 10, 1996. In
addition, in consideration for their agreement in connection with the
Strategic Alliance with Freightliner Corporation to forego the right to
sell any of their Class A Common Stock during the term of the Alliance
except in exchange for shares of Class B Common, Stock Messrs. Mosling
each were paid $200,000.
In connection with the sale of the chassis business of the company on June
2, 1995, to Freightliner Corporation, the company received payments of
$23,599,438. Mr. Hebe is Chairman of the Board, CEO and President of
Freightliner Corporation.
For additional information about certain transactions see Compensation
Committee Interlocks and Insider Participation.
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 1996. 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 eleven meetings during fiscal 1995. 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. Prior to the
end of fiscal 1995, the Board of Directors appointed a Strategic Planning
Committee and Nominating Committees for Class A and Class B directors.
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 seven meetings during fiscal
1995, currently consists 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 four meetings during fiscal 1995, currently consists of Messrs.
Andersen, Carroll 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 and Grebe. The committee held three meetings
during Fiscal 1995, including two meetings in executive session with
representatives of Ernst & Young LLP and, separately, with the Manager of
Internal Audit
The Strategic Planning Committee consults with the Chairman and CEO, and
other executive officers on matters of long-term strategic planning. The
committee was formed after conclusion of the Strategic Alliance with
Freightliner Corporation, and currently consists of Messrs. Andersen,
Goodson, Hebe, and J.P. Mosling, Jr. The committee met once during fiscal
1995.
The Nomination Committees recommend individuals for nomination and
appointment or election to the Board of Directors of the company. The
committee for Class A Directors currently consists of Messrs. Bohn,
Dempsey, Grebe and S.P. Mosling. It did not meet during fiscal year 1995.
The committee for Class B Directors currently consists of Messrs. Carroll,
Grebe and Hebe, and met once during fiscal year 1995.
OTHER MATTERS
At the Annual Meeting, shareholders will approve the minutes for the 1995
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 1997 Annual Meeting must
be received at the offices of the company, P.O. Box 2566, Oshkosh,
Wisconsin 54903, by August 21, 1996, for inclusion in the 1997 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 30, 1994, through September 30,
1995, 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 A 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 Experimental Aircraft Association Museum, 3000 Poberezny Road, Oshkosh,
WI at 10:00 o'clock in the forenoon on Monday, January 22, 1996 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, Robert G. Bohn, Stephen P. Mosling,
J. Peter Mosling, Jr., J. William Andersen, Michael W. Grebe
(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" ALL 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 ALL 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.
<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 Experimental Aircraft Association Museum, 3000 Poberezny Road, Oshkosh,
WI at 10:00 o'clock in the forenoon on Monday, January 22, 1996 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 JAMES L. HEBE
(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.
