SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
OSHKOSH TRUCK CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
1) Amount Previously Paid:
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 FEBRUARY 2, 1998
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, February
2, 1998, at 10:00 o'clock in the forenoon at the Experimental Aircraft
Association Museum, 3000 Poberezny Road, Oshkosh, Wisconsin, for the
following purposes:
(1) To elect directors for terms of one year expiring at the Annual
Meeting to be held in 1999; 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 17,
1997, 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, 1997, 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 proxy card for Class A Common Stock and/or the proxy
card for 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 29, 1997
<PAGE>
OSHKOSH TRUCK CORPORATION
Proxy Statement for Annual Meeting of Shareholders
To be Held on February 2, 1998
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, February 2, 1998, at 10:00 o'clock in the forenoon at the
Experimental Aircraft Association Museum, 3000 Poberezny Road, 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 Common Stock, $.01 par value (the "Common
Stock"), on December 17, 1997, are entitled to vote at the Annual Meeting.
On that date, the company had outstanding and entitled to vote 406,428
shares of Class A Common Stock and 8,951,737 shares of Common Stock.
There are separate proxy cards for the Class A Common Stock and the
Common Stock. Enclosed for holders of shares of only one class of stock
is the appropriate proxy card. Enclosed for holders of both classes of
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
Effective October 9, 1997, Mr. R. Eugene Goodson resigned as a
director. On March 31, 1997, Richard G. Sim was elected a director by the
Board of Directors; on May 31, 1997, Gen. Frederick M. Franks, Jr. (Ret.
U.S. Army) was elected a director by the Board of Directors; and on
December 15, 1997, Kathleen J. Hempel was elected a director by the Board
of Directors. As a result, the Board of Directors of the company
currently consists of eight 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 Common Stock have the right to elect as a class 25% of the
entire Board of Directors of the company. At the Annual Meeting, nine
directors will be elected; holders of shares of Class A Common Stock will
elect seven directors, and holders of shares of 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 19, 1997, with respect to each
nominee is set forth on the next page.
NOMINEES FOR HOLDERS OF CLASS A COMMON STOCK
Name Age Office, if any, Held in Company
J. William Andersen 59
Robert G. Bohn 44 President and Chief Executive
Officer
Gen. Frederick M.
Franks, Jr. 61
(Ret. U.S. Army)
Michael W. Grebe 57
Kathleen J. Hempel 47
Stephen P. Mosling 51
J. Peter Mosling, Jr. 53
NOMINEES FOR HOLDERS OF COMMON STOCK
Name Age Office, if any, Held in Company
Daniel T. Carroll 71
Richard G. Sim 53
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.
ROBERT G. BOHN - Mr. Bohn joined the company in 1992 as Vice
President-Operations. He was appointed President and Chief Operating
Officer in 1994. He was appointed President and Chief Executive Officer
on October 9, 1997. Prior to joining the company, Mr. Bohn was Director-
European Operations for Johnson Controls, Inc., Milwaukee, Wisconsin,
which manufactures, among other things, automotive products. He worked
for Johnson Controls from 1984 until 1992. He
was elected a Director of the company in June 1995.
DANIEL T. CARROLL - Mr. Carroll has served as Director of the company
since 1991. Effective October 9, 1997, he was elected Chairman of the
Board of Directors. He is Chairman and President of The Carroll Group,
Inc., a management consulting firm located in Ann Arbor, Michigan. Mr.
Carroll is also a director of Wolverine World Wide, Incorporated;
Comshare, Inc.; Aon Corp.; Diebold Incorporated; A.M. Castle & Company;
American Woodmark Corporation; Woodhead Industries, Inc.; Holmes
Protection Group, Inc., and Recombinant BioCatalysis, Inc.
GEN. FREDERICK M. FRANKS, JR. (RET. U.S. ARMY) - Gen. Franks has
served as a Director of the company since May, 1997. He was the Commander
of the U.S. Army Training and Doctrine Command from 1991 to 1994 and
commanded the U.S. Army VII Corps during Operation Desert Storm. He
retired from the Army 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 1997 and will similarly do so in 1998.
KATHLEEN J. HEMPEL - Ms. Hempel was elected as a Director of the
company on December 15, 1997. She was Vice Chairman and CFO of Fort
Howard Corporation, Green Bay, Wisconsin, which manufacturers paper and
paper products, from 1992 until its merger into Fort James Corporation in
1997. She is a director of Whirlpool Corporation.
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.
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.
RICHARD G. SIM - Mr. Sim has served as a Director of the company
since March, 1997. He is Chairman, President and Chief Executive Officer
of Applied Power, Inc., Milwaukee, Wisconsin, which manufacturers
hydraulic equipment and electrical consumables.
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 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 stock,
executive officers named in the summary compensation table and all
Directors and executive officers as a group as of November 19, 1997.
Except as indicated, persons listed have sole voting and investment power
over the shares beneficially owned.
<TABLE>
<CAPTION>
Class A Common
Percent of Percent of
Shares Class Shares Class
<S> <C> <C> <C> <C>
J. Peter Mosling, Jr. (1)(2)(3) 226,508 55.7% 250,451 2.7%
P.O. Box 2566, Oshkosh, WI 54903
Stephen P. Mosling (1)(2)(3)(4) 156,458 38.5% 375,611 4.1%
P.O. Box 2566, Oshkosh, WI 54903
Cadence Company (1) 106,695 26.2% 39,242 *
C/O J. Peter Mosling, Jr.
P.O. Box 3146, Oshkosh, WI 54903
J. William Andersen (3)(5) 1,890 * 2,000 *
Robert G. Bohn (3)(7) 0 * 64,888 *
Daniel T. Carroll (3) 0 * 3,000 *
Timothy M. Dempsey (3)(6)(7) 1,980 * 45,163 *
Gen. Frederick M. Franks, Jr. (Ret.
U.S. Army) (3) 0 * 0 *
Kathleen J. Hempel 0 * 0 *
R. Eugene Goodson (3)(7) 270 * 228,143 2.5%
Michael W. Grebe (3) 0 * 2,000 *
Paul C. Hollowell (3)(7) 0 * 45,377 *
Richard G. Sim (3) 0 * 0 *
Charles L. Szews (3)(7) 0 * 10,647 *
Franklin Resources, Inc. (8) 0 * 638,700 7.1%
Quest Advisory Corp. (9) 0 * 577,200 6.4%
All Directors and executive 351,540 86.5 2,251,827 24.4%
officers as a group (13
persons)(3)
________________________
*The amount shown is less than 1% of the outstanding shares of such class.
</TABLE>
(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 Common Stock
owned beneficially through Cadence Company.
(2) J. Peter Mosling, Jr. and Stephen P. Mosling are parties to an
agreement relating to Class A Common Stock. Under the agreement, Messrs.
Mosling each have agreed with the company that, in the event of their
deaths or earlier incapacities, together their shares of Class A Common
Stock then will be exchanged for a like number of shares of Common Stock.
Were that to occur, a consequence would be the automatic conversion,
pursuant to the company's articles of incorporation as restated and
amended at the 1997 Annual Shareholders meeting, of all outstanding shares
of Class A Common Stock on a share for share basis for shares of Common
Stock.
(3) Amounts shown include 11,500 shares of Common Stock for J. Peter
Mosling, Jr., 11,500 shares of Common Stock for Stephen P. Mosling,
116,500 shares of Common Stock for R. Eugene Goodson, 61,500 shares of
Common Stock for Robert G. Bohn, 42,250 shares of Common Stock for Paul
C. Hollowell, 9,000 shares of Common Stock for Timothy M. Dempsey, 2,833
shares of Common Stock for Charles L. Szews, 2,000 shares each of Common
Stock for J. William Andersen, Daniel T. Carroll, and Michael W. Grebe,
and 249,751 shares of Common Stock for Directors and executive officers as
a group represented by stock options exercisable within 60 days of
November 19, 1997.
(4) Amounts shown include 102,912 shares of 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 Common Stock held by Linda
D. Dempsey, Mr. Dempsey's wife, as Wisconsin Marital Property and 7,170
shares of Common Stock held by Mr. Dempsey as trustee of trusts for
unrelated parties.
(7) Amounts shown include restricted shares of Common Stock awarded
as of October 31, 1997, as 1997 bonus compensation. Restrictions are
against resale, and are eliminated ratably after one, two and three years.
For amounts as to each executive officer see Note 1 to the Summary
Compensation Table, below.
(8) Amount shown is as described in Schedule 13(g) filing with the
Securities and Exchange Commission on February 12, 1997. Percent of class
shown is without inclusion of options exercisable as depicted in footnote
(3), above. Franklin Resources, Inc., is located at 777 Mariner's Blvd.,
San Mateo, California 94403, and manages closed-end investment companies
and other managed investment accounts.
(9) Amount shown is as described on Schedule 13(g) filing with the
Securities and Exchange Commission on February 3, 1997. Percent of class
shown is without inclusion of options exercisable as depicted in footnote
(3), above. Quest Advisory Corp. is located at 1414 Avenue of the
Americas, New York, New York 10019, and manages investment accounts.
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 1997. The persons named
in the table are sometimes referred to in this proxy statement as the
"named executive officers."
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
Long-Term
Compensation
Other Annual Awards All Other
Name and Principal Bonus Compensation Stock Options Compensation
Position Year Salary ($) ($)(1) ($)(1) (#) ($)(2)(3)
<S> <C> <C> <C> <C> <C>
R. Eugene Goodson 1997 400,000 319,803 261,700 0 2,152
Chairman and 1996 400,000 0 0 0 2,356
Chief Executive 1995 390,000 0 0 27,000 32,097
Officer (5)
Robert G. Bohn 1997 300,000 143,898 117,700 0 2,206
President and 1996 245,000 0 0 0 2,442
Chief Operating 1995 225,000 120,000 23,372 16,000 34,893
Officer (5)
Paul C. Hollowell 1997 200,000 95,931 78,494 0 1,716
Executive Vice 1996 184,080 0 0 0 1,614
President 1995 177,000 0 0 10,000 1,631
Charles L. Szews 1997 200,000 95,931 78,494 0 24,639
Vice President 1996 86,096 47,000 14,875 8,500 38,059
and Chief Financial 1995 0 0 0 0 0
Officer (5)
Timothy M. Dempsey 1997 190,000 80,586 65,935 0 1,018
Vice President, 1996 168,350 44,192 0 0 0
General Counsel and 1995 0 0 0 0 0
Secretary (4)
</TABLE>
(1) 1997 sums reflect the decision of the Compensation Committee to
provide for bonus awards of shares of Common Stock, together with cash for
the income tax consequence of the bonus award. Awards were made as of
October 31, 1997, at $16.50 per share. Respectively: for Mr. Goodson
these were 19,382 shares and $261,700; for Mr. Bohn these were 8,721
shares and $117,700; for Messrs. Hollowell and Szews, these were 5,814
shares and $78,494; and for Mr. Dempsey these were 4,884 shares and
$65,935. The stock awards vest immediately but are subject to transfer
restrictions that expire ratably over the three years ending October 31,
2000.
(2) For all named executive officers, the amounts reflected for 1997
consist 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.
(3) Mr. Szews joined the company on March 29, 1996. For 1997, the
amount reflected also includes $23,639 in relocation payments.
(4) Mr. Dempsey joined the company on October 1, 1995. Had Mr.
Dempsey not devoted a part of his time to matters of his law firm, his
salary for fiscal year 1997 would have been $224,000.
(5) Effective October 9, 1997, Mr. Goodson was terminated as Chairman
and Chief Executive Officer of the company, Mr. Bohn was appointed
President and Chief Executive Officer of the company, and Mr. Szews was
appointed an Executive Vice President of the company.
Stock Options
The company has in effect the Oshkosh Truck Corporation 1990
Incentive Stock Plan (the "1990 Plan"), pursuant to which options to
purchase shares of Common Stock may be granted to key employees of the
company. Because of the decision of the Compensation Committee to base
1997 incentive compensation on awards of restricted Common Stock, no
grants of options were made in 1997.
The following table sets forth information regarding stock options
exercised in 1997 by named executive officers and the fiscal year-end
value of unexercised options held by such officers:
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
Number of Unexercised Value of Unexercised Options
Shares Options at Fiscal at Fiscal
Acquired Value Year-End (#) Year-End (1)
On Realized
Exercise ($)
(#)
Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
R. Eugene Goodson 0 $0 116,500 9,000 $714,938 $23,625
Robert G. Bohn 0 $0 56,167 5,333 325,688 13,999
Paul C. Hollowell 0 $0 38,917 3,333 224,063 8,749
Timothy M. Dempsey 0 $0 6,334 2,666 23,336 7,914
Charles L. Szews 0 $0 2,833 5,667 3,895 7,792
___________________
(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>
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 Years of Service
Calendar Years
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
160,000+ 13,333 26,667 40,000 53,333 66,667 80,000
_________________
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. As of March 1, 1997, this amount was increased
to $160,000. 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 $160,000 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, 1997, years of
participating service under the pension plan were 7.5 years for Mr.
Goodson, 5.5 years for Mr. Bohn, 6.5 years for Mr. Hollowell, 2 years for
Mr. Dempsey, and 1.5 years for Mr. Szews.
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 superseded
the original agreement. Under the new agreement (as extended), the company
agreed to employ Mr. Goodson as Chairman and CEO of the company until
September, 1998. Mr. Goodson receives an annual base salary of not less
than $345,000. As noted above, Mr. Goodson's employment was terminated on
October 9, 1997. Under the employment agreement, the company is obligated
to continue paying Mr. Goodson's salary through September 30, 1998, at a
rate of $400,000 per year through December 31, 1997; thereafter, because
Mr. Goodson has no bonus entitlement with respect to fiscal 1998, the rate
adjusts to $800,000 per year. Mr. Goodson is also entitled to 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. Mr.
Goodson is also entitled to continued health and dental insurance through
fiscal 1998. The company is in the process of negotiating with Mr.
Goodson as to the definitive terms of his separation from the company.
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. The agreement has been extended and now
expires on September 30, 1999. 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 Szews 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, 1994, until age 55 (on February 11, 1997, Mr. S. P.
Mosling was 51, and Mr. J. P. Mosling, Jr. was 53); (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 1997, 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 were 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 there was planned the implementation
of the Strategic Alliance with Freightliner Corporation. At the
conclusion of 1996, the Compensation Committee took the further action of
basing the risk component of executive officer compensation for fiscal
year 1997 entirely upon the value of shares of the Common Stock of the
company by providing that the after-income tax amount of bonuses will be
payable in restricted shares of such stock. The restrictions against
transfer as to such shares will lapse ratably over three years following
the date of such awards which was October 31, 1997.
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, in 1996, and again in 1997.
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. Finally, the company has had
a number of recent occasions to evaluate competitive compensation issues
in hiring and retaining executive officers and other highly paid managers.
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
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. On
these bases, Mr. Goodson's salary for 1997 was maintained at his 1996
salary level, but his bonus compensation potential was increased.
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 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 1997, was used by Mr. Goodson to recognize
unanticipated but significant individual contributions by company
employees during the year. The Compensation Committee was 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. As
President and Chief Executive Officer, Mr. Bohn will exercise this
authority in 1998.
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 in 1998 from 40% of base salary to a
high, for Mr. Bohn, of 50%. 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 1997 commenced under this
component of the ICP if the company achieved 100% of its targeted profits.
At earnings of $1.18 per share for 1997, the bonus and related tax payment
resulted in an aggregate award of 145.5% of the bonus potential. The
over-all operations of the company did achieve targeted objectives. As a
result, the company has paid executive officer bonuses from this component
of the fund for 1997. Executive officer bonuses payable from this
component of the fund for 1997 will be paid, after applicable income tax
effects, entirely in restricted shares of Common Stock of the company.
The restrictions apply to transferability of the shares, and will lapse
ratably over three years following the dates of such awards.
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 1996, the
committee decided to base all long-term incentive compensation solely upon
restricted shares of Common Stock of the company. As a result, no stock
options were awarded to executive officers for 1997.
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 Incentive
Stock Plan is designed to permit awards 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 incentive compensation
component, the Compensation Committee believes executive management equity
incentive is better aligned with interests of the shareholders and these
incentives will motivate executives for the longer term challenges with
which the company is faced.
COMPENSATION COMMITTEE
J. William Andersen, Chairman
Daniel T. Carroll
Stephen P. Mosling
Compensation Committee Interlocks and Insider Participation
During fiscal year 1997, the Compensation Committee consisted of J.
William Andersen, Daniel T. Carroll and Stephen P. Mosling. During the
fiscal year 1997, 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 the
Moslings, 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.
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 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, 1992, in the company's 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: 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.
1992 1993 1994 1995 1996 1997
Oshkosh Truck
Corporation $100.00 $101.27 $126.51 $185.03 $141.28 $217.74
NASDAQ Market Index $100.00 $130.05 $137.62 $167.10 $195.08 $265.16
Peer Group $100.00 $116.98 $95.09 $100.82 $120.64 $265.332
Compensation of Directors
Each outside Director of the company (currently Messrs. Andersen,
Carroll, Grebe, J.P. Mosling, Jr., S. Mosling and Sim, Ms. Hempel and
Gen. Franks) is entitled to receive an annual retainer of $16,000 for
service as a Director, plus $1,000 for each Board meeting attended, and a
fee of $750 for each meeting attended of the audit, compensation,
executive, strategic planning and nominating committees. As Chairman of
the Board of Directors, Mr. Carroll receives the additional annual sum of
$25,000. Further, for certain interim services in support of the
transition of the office of Chief Executive Officer, he will receive
$10,000 per month until such services are discontinued at the request of
the Board of Directors. The committee chairperson receives an additional
$1,000 per year. In addition, each outside Director annually receives
options to acquire 1,000 shares of Common Stock immediately following his
or her election at the Annual Shareholders Meeting. The price of shares
under such options is the closing price of such shares on the date of
award.
CERTAIN TRANSACTIONS
The Compensation Committee extended the time for exercise of certain
stock options held by Messrs. Mosling to February 10, 1998.
For additional information about certain transactions see
Compensation Committee Interlocks and Insider Participation. On April 10,
1997, in conjunction with the termination of the Strategic Alliance
Agreement entered into on June 5, 1995, with Freightliner Corporation, the
Company repurchased for the sum of $6,750,000, 350,000 shares of Common
Stock and Warrants for the further purchase of 1,250,000 shares of Common
Stock which had been purchased by Freightliner Corporation on June 5,
1995, for the sum of $9,437,500.
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 1998. 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 eight meetings during fiscal 1997. 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, Audit, Strategic Planning and Nominating Committees for
Class A and Common Stock directors of the Board of 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 fifteen meetings during
fiscal 1997, currently consists of Messrs. Bohn, Carroll, 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 three meetings during fiscal 1997, currently consists of
Messrs. Andersen, Franks and S.P. Mosling.
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, Sim and S.P. Mosling. The committee held
five meetings during fiscal 1997, including two meetings in executive
session with representatives of Ernst & Young LLP.
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 consisted of Messrs. Andersen, Goodson, and
J.P. Mosling, Jr. The committee did not meet during fiscal 1997 and was
terminated on February 3, 1997.
The Nominating 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, Grebe
and S.P. Mosling. It met three times during fiscal year 1997. The
committee for Common Stock Directors currently consists of Messrs. Carroll
and Sim, and met twice during fiscal year 1997.
OTHER MATTERS
At the Annual Meeting, shareholders will approve the minutes for the
1997 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 1999 Annual Meeting
must be received at the offices of the company, P.O. Box 2566, Oshkosh,
Wisconsin 54903, by August 18, 1998, for inclusion in the 1999 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, 1996, through September 30, 1997, 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 Robert G. Bohn 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, February 2, 1998, or at
any adjournment thereof, as set forth herein, hereby revoking any proxy
previously given.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES LISTED IN ITEM
1.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED SHAREHOLDER.
IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR ALL NOMINEES LISTED IN
ITEM 1.
PLEASE MARK, SIGN AND DATE BELOW
DETACH AND RETURN PROMPTLY USING THE ENVELOPE PROVIDED
<PAGE>
OSHKOSH TRUCK CORPORATION 1998 ANNUAL MEETING
1. ELECTION OF CLASS A DIRECTORS:
1 - J. William Andersen
2 - Robert G. Bohn
3 - General Frederick M. Franks, Jr. (Ret. U.S. Army)
4 - Michael W. Grebe
5 - Kathleen J. Hempel
6 - Stephen P. Mosling
7 - J. Peter Mosling, Jr.
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY
listed to the left to vote for all nominees
as specified below). listed to the left.
(Instruction: To withhold authority to vote for any indicated nominee,
write the number(s) of the nominee(s) in the box provided to the right).
_____________________________
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
Check appropriate box
Address Change? [ ] Name Change? [ ]
Indicate changes below:
Date ____________________ NO. OF SHARES
_________________________________
Signature(s) in Box
I hereby acknowledge receipt of the
Notice of said Annual Meeting and the
accompanying Proxy Statement and Annual
Report.
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.
<PAGE>
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 Robert G. Bohn 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 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, February 2, 1998, or at
any adjournment thereof, as set forth herein, hereby revoking any proxy
previously given.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES LISTED IN ITEM
1.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED SHAREHOLDER.
IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR ALL NOMINEES LISTED IN
ITEM 1.
PLEASE MARK, SIGN AND DATE BELOW
DETACH AND RETURN PROMPTLY USING THE ENVELOPE PROVIDED
<PAGE>
OSHKOSH TRUCK CORPORATION 1998 ANNUAL MEETING
1. ELECTION OF COMMON STOCK DIRECTORS:
1 - Daniel T. Carroll
2 - Richard G. Sim
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY
listed to the left to vote for all nominees
as specified below). listed to the left.
(Instruction: To withhold authority to vote for any indicated nominee,
write the number(s) of the nominee(s) in the box provided to the right).
_____________________________
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
Check appropriate box
Address Change? [ ] Name Change? [ ]
Indicate changes below:
Date ____________________ NO. OF SHARES
_________________________________
Signature(s) in Box
I hereby acknowledge receipt of the
Notice of said Annual Meeting and the
accompanying Proxy Statement and Annual
Report.
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.
