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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] 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 LOGO] Oshkosh Truck Corporation
December 28 1999
Dear Fellow Oshkosh Truck Shareholder:
You are cordially invited to attend our Annual Meeting of Shareholders
on Monday, January 31, 2000, at 10:00 a.m. at the Experimental Aircraft
Association Museum, 3000 Poberezny Road, Oshkosh, Wisconsin.
At the meeting, if you are a holder of Class A Common Stock, we will ask
you to elect seven directors and approve an amendment to our Restated Articles
of Incorporation that will increase the number of shares of Common Stock that
the Company will be authorized to issue.
At the meeting, if you are a holder of Common Stock, we will ask you to
elect two directors and approve an amendment to our Restated Articles of
Incorporation that will increase the number of shares of Common Stock that the
Company will be authorized to issue.
We also will review the progress of the Company during the past year and
answer your questions.
This booklet includes the Notice of Annual Meeting and Proxy Statement.
The Proxy Statement describes the business that we will conduct at the meeting.
It also provides information about the Company that you should consider when you
vote your shares.
This year's Proxy Statement is written in a new, simplified format. We
hope that you like the new format. We welcome any comments on it that you may
have.
It is important that your stock be represented at the meeting. Whether
or not you plan to attend the meeting in person, we hope that you will vote on
the matters to be considered by completing and mailing the enclosed proxy
card(s) in the return envelope. A white proxy card is enclosed for holders of
Class A Common Stock. A green proxy card is enclosed for holders of Common
Stock.
Sincerely,
Robert G. Bohn Timothy M. Dempsey
President and Chief Executive Officer Executive Vice President,
General Counsel and Secretary
<PAGE>
[OSHKOSH LOGO] Oshkosh Truck Corporation
December 28, 1999
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The 2000 Annual Meeting of Shareholders of Oshkosh Truck Corporation
will be held in the Vette Theater of the Experimental Aircraft Association
Museum, 3000 Poberezny Road, Oshkosh, Wisconsin 54903, on Monday, January 31,
2000, at 10:00 a.m., for the following purposes:
1. To elect the Board of Directors;
2. To approve an amendment to the Company's Articles of
Incorporation that will increase the number of shares of
Common Stock that the Company is authorized to issue from
18,000,000 to 60,000,000;
3. To consider and act upon such other business as may properly
come before the meeting.
Shareholders of record at the close of business on December 16, 1999 are
entitled to vote at the Annual Meeting. A copy of the Annual Report of the
Company for the fiscal year ended September 30, 1999, and a Proxy Statement
accompany this Notice.
Please complete and mail the enclosed proxy card(s) to us in the return
envelope that we have provided. No postage is required if mailed in the U.S.
Mailing us your proxy card will not limit your right to vote in person or to
attend the Meeting.
By order of the Board of Directors,
Timothy M. Dempsey
Executive Vice President, General Counsel
and Secretary
Oshkosh Truck Corporation
2307 Oregon Street
Oshkosh, WI 54903-2566
<PAGE>
TABLE OF CONTENTS
VOTING PROCEDURES..........................................................1
GOVERNANCE OF THE COMPANY..................................................3
The Board of Directors..................................................3
Committees of the Board of Directors....................................4
Compensation of Directors...............................................5
STOCK OWNERSHIP............................................................6
Stock Ownership of Directors, Executive
Officers and Other Large Shareholders............. ..................6
Compliance with Section 16(a) Beneficial
Ownership Reporting.............................. ...................7
STOCK PRICE PERFORMANCE GRAPH..............................................7
EXECUTIVE COMPENSATION.....................................................8
Summary Compensation Table..............................................8
Stock Options...........................................................9
Pension Plans..........................................................11
Executive Employment and Severance Agreements
and Other Agreements....................... ........................12
Report of the Human Resources Committee................................13
PROPOSALS REQUIRING YOUR VOTE.............................................16
Proposal 1.............................................................16
Proposal 2.............................................................16
SELECTION OF INDEPENDENT AUDITORS.........................................18
OTHER MATTERS.............................................................18
COST OF SOLICITATION......................................................18
i
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PROXY STATEMENT
Oshkosh Truck Corporation (referred to in this Proxy Statement as "we"
or "the Company") is sending out this Proxy Statement in connection with the
solicitation by the Board of Directors of proxies to be voted at the 2000 Annual
Meeting of Shareholders.
We are mailing this Proxy Statement, proxy card(s) and the 1999 Annual
Report of Oshkosh Truck Corporation to shareholders beginning December 28, 1999.
Although the Annual Report is being mailed with the Proxy Statement, it is not a
part of the proxy soliciting material.
VOTING PROCEDURES
Who Can Vote
The Company has two classes of voting stock: Class A Common Stock and
Common Stock. If you were the record owner of shares of either class of stock on
December 16, 1999, the record date for voting at the Annual Meeting, then you
are entitled to vote at the Annual Meeting. On the record date, 425,982 shares
of Class A Common Stock were entitled to vote and 16,201,173 shares of Common
Stock were entitled to vote.
Determining the Number of Votes You Have
Your proxy card(s) indicates the number of shares of each class of stock
that you own. Each share of Class A Common Stock and each share of Common Stock
has one vote. The proxy card for Class A Common Stock is white. The proxy card
for Common Stock is green.
How to Vote
You can vote your shares in two ways: either by using the enclosed proxy
card(s) or by voting in person at the Annual Meeting by written ballot. Each of
these procedures is more fully explained below. Even if you plan to attend the
Annual Meeting, the Board of Directors recommends that you vote by proxy.
Voting by Proxy
To vote your shares by proxy, complete and return the enclosed proxy
card(s) to us before the Annual Meeting. We will vote your shares as you direct
on your proxy card. You can specify on your card whether your shares should be
voted for all, some or none of the nominees for director listed on the card. You
also can vote your approval or disapproval on the other proposals on which your
shares may be voted. Finally, you can abstain from any vote.
If you sign and return the proxy card, but do not specify how to vote,
then we will vote your shares in favor of our nominees for director and in favor
of the proposed amendment to our Restated Articles of Incorporation. If any
other matters are properly presented at the Annual Meeting for consideration,
then the Company officers named on your proxy card will have discretion to vote
for you on those matters. At the time this Proxy Statement was printed, we knew
of no other matters to be presented at the Annual Meeting.
Voting at the Annual Meeting
Written ballots will be available from the Company's Secretary at the
Annual Meeting. If your shares are held in the name of a bank, broker or other
holder of record, then you must obtain a proxy, executed in your favor, from the
holder of record in order for you to vote your shares at the Meeting. Voting by
proxy will not limit your right to vote at the Annual Meeting if you decide to
attend in person. However, if you do send in your proxy card, and also attend
the Meeting, then there is no need to vote again unless you wish to change your
vote.
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Revocation of Proxies
You can revoke your proxy at any time before it is exercised at the
Annual Meeting by doing any of the following: (1) you can deliver a valid proxy
with a later date; (2) you can notify the Company's Secretary in writing at the
address on the Notice that you have revoked your proxy; or (3) you can vote in
person by written ballot at the Meeting.
Quorum
To carry on the business of the Annual Meeting, a minimum number of
shares of both classes of common stock, constituting a quorum, must be present.
The quorum for the Annual Meeting is a majority of the votes represented by the
outstanding stock of each class of our common stock. This majority may be
present in person or by proxy. Abstentions and "broker non-votes" (when a broker
does not have authority to vote on a specific proposal) are counted as present
in determining whether or not there is a quorum.
Required Vote
Proposal 1: Election of Directors. The two nominees for Common Stock
directors who receive the most votes of all votes cast for Common Stock
directors will be elected. The seven nominees for Class A Common Stock directors
who receive the most votes of all votes cast for Class A Common Stock directors
will be elected. This ratio and classification of director nominees is required
by the Company's Restated Articles of Incorporation, which provide that holders
of shares of Common Stock have the right to elect as a class 25% of the entire
Board of Directors of the Company. If you do not vote for a particular nominee,
or if you indicate that you want to withhold authority to vote for a particular
nominee on your proxy card, then your vote will not count for or against the
nominee. "Broker non-votes" also will not count for or against nominees.
If any director nominee decides that he or she does not want to stand
for this election, the persons named as proxies in your Proxy Card will vote for
substitute nominees. At the time this Proxy Statement was printed, we knew of no
nominee who did not intend to stand for election.
Proposal 2: Amendment of our Restated Articles of Incorporation. The
Company does not believe that applicable law or our Restated Articles of
Incorporation require the holders of outstanding shares of Common Stock to
approve the amendment to our Restated Articles of Incorporation to increase the
number of shares of Common Stock that the Company is authorized to issue.
However, as approved by the Board of Directors, the affirmative vote of a
majority of the outstanding shares of Class A Common Stock and the affirmative
vote of a majority of the outstanding shares of Common Stock are required to
approve that amendment. Abstentions and "broker non-votes" will have the same
effect as votes against the amendment to our Restated Articles of Incorporation.
Voting by Employees Participating in the Oshkosh Truck Employee Stock Purchase
Plan
If you are an employee of the Company or one of its subsidiaries and
participate in the Company's Employee Stock Purchase Plan, the trust company for
the Plan will send you a voting instruction card prior to the Annual Meeting.
This card will indicate the aggregate number of shares of Common Stock credited
to your account under the Plan as of December 16, 1999, the record date for
voting at the Meeting.
If you sign and return the card on time, the trust company will vote the
shares as you have directed.
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GOVERNANCE OF THE COMPANY
The Board of Directors
The Board of Directors oversees the business, assets, affairs and
performance of the Company. Currently, the Board has nine directors. Eight of
the directors are not employees of the Company, although Messrs. J.P. Mosling,
Jr. and S.P. Mosling were employees and officers of the Company until their
retirement in 1994. Mr. Bohn, who is the President and Chief Executive Officer
of the Company, also is a director.
The Board of Directors met 7 times during 1999. All directors attended
at least 90%, and on average 98%, of the meetings of the Board and the
committees on which they served in 1999.
The name, age, principal occupation and length of service of each
nominee director, together with certain other biographical information, is set
forth below.
Nominees for Holders of Class A Common Stock
Name Age Office, if any, Held in Company
J. William Andersen 61
Robert G. Bohn. 46 President and Chief Executive Officer
Gen. Frederick M. Franks, Jr. 63
(Ret. U.S. Army)
Michael W. Grebe 59
Kathleen J. Hempel 49
Stephen P. Mosling 53
J. Peter Mosling, Jr. 55
Nominees for Holders of Common Stock
Name Age Office, if any, Held in Company
Daniel T. Carroll 73
Richard G. Sim. 55
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 in October 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. He is a director of
Graco, Inc.
DANIEL T. CARROLL - Mr. Carroll has served as Director of the Company
since 1991. In October 1997 he was elected chairman of its Board of Directors.
He is Chairman of The Carroll Group, a management consulting firm located in
Avon, Colorado. Mr. Carroll is also a director of Wolverine World Wide,
Incorporated; Comshare, Inc.; Aon Corp.; Diebold Incorporated; A.M. Castle &
Company; American Woodmark Corporation; and Woodhead Industries, Inc.
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GEN. FREDERICK M. FRANKS, JR. (RET. U.S. ARMY) - Gen. Franks has served
as a Director of the Company since 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 1999 and will similarly do so in 2000.
KATHLEEN J. HEMPEL - Ms. Hempel has served as a Director of the Company
since 1997. She was Vice Chairman and Chief Financial Officer of Fort Howard
Corporation, Green Bay, Wisconsin, which manufactured paper and paper products,
from 1992 until its merger into Fort James Corporation in 1997. She is a
director of A.O. Smith Corporation and 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
1997. He is Chairman and Chief Executive Officer of Applied Power, Inc.,
Waukesha, Wisconsin, which manufactures hydraulic equipment and electronic
enclosure systems. He is a member of its Board of Directors. He also is a
director of Ipsco, Inc.
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.
Committees of the Board of Directors
The Board of Directors has four standing committees: the Audit
Committee, the Executive Committee, the Governance Committee and the Human
Resources Committee. The members and responsibilities of these committees are
set forth below,
Committee Membership (*Indicates Chair)
Audit Committee Governance Committee
J. William Andersen Daniel T. Carroll
Daniel T. Carroll Michael W. Grebe*
Michael W. Grebe Gen. Frederick M. Franks, Jr.
Richard G. Sim* J. Peter Mosling, Jr.
J. Peter Mosling, Jr.
Executive Committee Human Resources Committee
Robert G. Bohn. J. William Andersen
Daniel T. Carroll* Gen. Frederick M. Franks, Jr.
J. Peter Mosling, Jr. Kathleen J. Hempel*
Stephen P. Mosling
Audit Committee
The Audit Committee oversees the fulfillment by management of its
financial reporting and disclosure responsibilities and its maintenance of an
appropriate internal control system. The Audit Committee recommends
4
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the appointment of the Company's independent auditors and oversees the
activities of the Company's internal audit function, which currently is provided
under contract by Arthur Andersen LLP. The Audit Committee has a charter that
specifies its responsibilities and the Committee believes it fulfills its
charter. All members of the Audit Committee are non-employee directors.
The Audit Committee met three times during 1999. To ensure independence,
the Company's independent public accountants, internal auditors and general
counsel meet with the Audit Committee with and without representatives of
management present.
Executive Committee
The Executive Committee oversees corporate policies, reviews management
proposals and makes recommendations about them to the Board of Directors, and
exercises certain delegated powers and authority in the interim between meetings
of the Board of Directors. The Executive Committee met seven times during 1999.
With the exception of Robert G. Bohn, all members of the Executive Committee are
non-employee directors.
Governance Committee
The Governance Committee recommends nominees for the Board of Directors
and reviews the performance of the Board of Directors. It also makes
recommendations to the Board of Directors regarding Board and committee
structure, including committee charters, and corporate governance. The
Governance Committee met one time during 1999. All members of the Governance
Committee are non-employee directors.
Human Resources Committee
The Human Resources Committee oversees the organizational, personnel,
compensation and benefits policies and practices of the Company. It reviews the
compensation of executive officers and recommends to the Board their
compensation. It also administers the 1990 Incentive Stock Plan, executive
incentive compensation and other executive benefit plans. The Human Resources
Committee met three times in 1999. All members of the Human Resources Committee
are non-employee directors.
Compensation of Directors
In 1999 each non-employee director received the following compensation:
Annual Fee $20,000
Board and Committee Meeting Fees $1,000
Audit, Governance, and Human $3,000
Resources Committee Chairperson
Fees
Stock Options Grant Options to purchase
3,000 shares of Common Stock,
which vest in three equal
installments of 666 2/3 shares
annually, beginning one year
after the grant date.
Expenses Reimbursements of travel and
related expenses incurred in
attending meetings.
Mr. Bohn did not receive any compensation or fees for serving on the
Board of Directors or any Board Committee.
In addition to fees for service as a Director, in 1999, Mr. Carroll
received $145,000 for service as Chairman of the Board and Chairman of the
Executive Committee.
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STOCK OWNERSHIP
At the close of business on December 16, 1999, there were 425,982 shares
of Class A Common Stock and 16,201,173 shares of Common Stock outstanding and
entitled to vote.
Stock Ownership of Directors, Executive Officers and Other Large Shareholders
The following table shows the "beneficial" ownership of Class A Common
Stock and Common Stock of each director, each Named Officer appearing in the
Summary Compensation Table on page 9, each other shareholder owning more than 5%
of either class of our outstanding common stock and the directors and executive
officers (including the Named Officers) as a group.
"Beneficial Ownership" means more than "ownership" as that term commonly
is used. For example, a person "beneficially" owns stock if he or she owns it in
his or her name, or if he or she has (or shares) the power to vote or sell the
stock as trustee of a trust. Beneficial ownership also includes shares the
directors and executive officers have a right to acquire within 60 days after
December 16, 1999, as, for example, through the exercise of a stock option.
Information about Common Stock ownership is as of November 30, 1999.
Unless stated otherwise in the footnotes to the table, each person named in the
table owns his or her shares directly and has sole voting and investment power
over such shares.
Class A Common
Percent of Percent of
Shares Class Shares Class
J. William Andersen (3)(4) 0 * 7,085 *
Robert G. Bohn (3)(7) 0 * 90,832 *
Daniel T. Carroll (3) 0 * 8,000 *
Timothy M. Dempsey (3)(5)(7) 2,970 * 79,742 *
Gen. Frederick M. Franks, Jr.
(Ret. U.S. Army)(3)(6) 0 * 1,300 *
Michael W. Grebe (3) 0 * 7,500 *
Kathleen J. Hempel 0 * 2,500 *
Paul C. Hollowell (3)(7) 0 * 66,196 *
Daniel J. Lanzdorf (3) 0 * 22,836.7 *
J. Peter Mosling, Jr. (2)(3) 179,719 42.19% 290,158 1.79%
Stephen P. Mosling (1)(2)(3) 181,338 42.57% 601,241 3.71%
Richard G. Sim(3) 0 * 3,000 *
Charles L. Szews (3)(7) 0 * 43,971 *
All Directors and executive
officers as a group
(15 persons)(3) 364,027 85.55% 1,323,922.7 8.01%
Lord, Abbett & Co. (8) 0 * 1,071,727 6.62%
Sanford C. Bernstein & Co.,
Inc. (9) 0 * 1,143,000 7.06%
- ------------------
*The amount shown is less than 1% of the outstanding shares of such class.
(1) Amount shown includes 237,928 shares of Common Stock held by Mr. Mosling as
trustee of a trust for benefit of a related party.
(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
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like number of shares of Common Stock. Were that to occur, a consequence would
be the automatic conversation, 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 6,500 shares of Common Stock for J. Peter Mosling,
Jr., 6,500 shares of Common Stock for Stephen P. Mosling, 77,750 shares of
Common Stock for Robert G. Bohn, 51,500 shares of Common Stock for Paul C.
Hollowell, 21,500 shares of Common Stock for Timothy M. Dempsey, 38,250 shares
of Common Stock for Charles L. Szews, 23,750 shares of Common Stock for Daniel
J. Lanzdorf, 1,500 shares of Common Stock for J. William Andersen, 6,500 shares
of Common Stock for Daniel T. Carroll, 6,500 shares of Common Stock for Michael
W. Grebe, 1,000 shares of Common Stock for Gen. Frederick M. Franks, Jr., 1,000
shares of Common Stock for Kathleen M. Hempel, 1,000 shares of Common Stock for
Richard G. Sim, and 327,126 shares of Common Stock for Directors and executive
officers as a group represented by stock options exercisable within 60 days of
November 30, 1999.
(4) Amounts shown do not include 135 shares of Class A Common Stock owned by
Dulce W. Andersen, Mr. Andersen's wife, as to which he disclaims beneficial
ownership.
(5) Amounts shown do not include 1,687 shares of Common Stock held by Linda D.
Dempsey, Mr. Dempsey's wife, as to which he disclaims beneficial ownership, but
does include 10,755 shares of Common Stock held by Mr. Dempsey as trustee of
trusts for unrelated parties.
(6) Amount shown includes 300 shares of Common Stock as to which ownership is
shared with Denise Franks, General Frank's wife.
(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. Adjusted for the
3-for-2 split of our Common Stock effected on August 19, 1999, the awards were,
respectively: for Mr. Bohn, 13,081.5 shares, for Messrs. Hollowell and Szews,
8,721 shares and for Mr. Dempsey, 7,326 shares.
(8) Amount shown is as described in Schedule 13G filing with the Securities and
Exchange Commission on February 12, 1999 adjusted for the stock split in the
form of a 50% stock dividend paid on August 19, 1999. Percent of class shown is
without inclusion of options exercisable as depicted in footnote (3) above.
Lord, Abbett & Co. is located at 767 Fifth Avenue, New York, New York
10153-0203, and manages investment accounts.
(9) Amount shown is as described on Schedule 13G filing with the Securities and
Exchange Commission on February 8, 1999 adjusted for the stock split in the form
of a 50% stock dividend paid on August 19, 1999. Percent of class shown is
without inclusion of options exercisable as depicted in footnote (3), above.
Sanford C. Bernstein & Co., Inc. is located at One State Street Plaza, New York,
New York 10004-1545, and manages investment accounts.
Compliance with Section 16(a) Beneficial Ownership Reporting
The Securities and Exchange Act of 1934 requires the Company's
directors, executive officers and any persons owning more than 10% of a class of
the Company's stock to file reports with the SEC regarding their ownership of
the Company's stock and any changes in such ownership. Based upon our review of
copies of these reports and certifications given to us by such persons, we
believe that the executive officers and directors of the Company have complied
with their filing requirements for 1999, except that Mr. Andersen inadvertently
did not file a Form 4 with respect to the exercise of options for 2,000 shares
of Common Stock.
STOCK PRICE PERFORMANCE GRAPH
The graph and table that follow compare cumulative total shareholder
returns on our Common Stock against the cumulative total return of the stocks
of: (1) the companies on the NASDAQ Market Index; and (2) the
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companies currently in the "Media General Financial Services" Standard Industry
Classification Code 371 Index (motor vehicles and equipment) (the "SIC Code 371
Index").
The comparisons assume that $100 was invested on September 30, 1994, in
each of: our Common Stock, the NASDAQ Market Index, and the SIC Code 371 Index.
The total return assumes reinvestment of dividends. The 1999 return is based on
closing prices per share on September 30, 1999. On that date, the closing price
for our Common Stock was $26.625.
Comparison of 5 Year Stock Returns
Oshkosh Truck Corporation
[GRAPIC OMITTED]
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
- ------------------------------- ----------- ----------- -------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Oshkosh Truck Corporation $100.00 $146.26 $111.68 $172.12 $265.46 $429.55
- ------------------------------- ----------- ----------- -------- ----------- ----------- ---------
NASDAQ Market Index $100.00 $121.41 $141.75 $192.67 $200.23 $323.92
- ------------------------------- ----------- ----------- -------- ----------- ----------- ---------
SIC Code 371 Index $100.00 $101.14 $113.91 $141.94 $128.27 $163.94
- ------------------------------- ----------- ----------- -------- ----------- ----------- ---------
</TABLE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table shows the compensation of the Chief Executive
Officer and the other four most highly compensated executive officers of the
Company (the "Named Officers") for 1999, 1998 and 1997.
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<TABLE>
SUMMARY COMPENSATION TABLE
- ----------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION
- ----------------------------------------------------------------------------------------------------
<CAPTION>
Long-Term
Compensation
Awards
--------------
Other Annual Stock All Other
Name and Principal Salary Bonus Compensation Options Compensation
Position Year ($) ($) ($) (#)(1) ($)(2)
- ------------------------- ------- --------- ---------- -------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Robert G. Bohn 1999 500,000 600,000 - 50,000 2,400
President and Chief 1998 385,000 385,000 - 123,750 2,400
Executive Officer 1997 300,000 143,897 117,700 - 2,206
- ------------------------- ------- --------- ---------- -------------- -------------- ---------------
Charles L. Szews 1999 257,000 205,600 - 20,000 2,400
Executive Vice 1998 230,000 204,100 - 57,750 2,063
President and Chief 1997 200,000 95,931 78,494 - 24,639
Financial Officer
- ------------------------- ------- --------- ---------- -------------- -------------- ---------------
Timothy M. Dempsey 1999 239,000 191,200 - 10,000 2,583
Executive Vice 1998 230,000 154,100 - 49,500 2,115
President, General 1997 190,000 80,586 65,935 - 1,018
Counsel and
Secretary
- ------------------------- ------- --------- ---------- -------------- -------------- ---------------
Paul C. Hollowell 1999 215,000 172,000 - 10,000 2,400
Executive Vice 1998 210,000 140,700 - 49,500 6,383
President and 1997 200,000 95,931 78,494 - 1,716
President, Defense
- ------------------------- ------- --------- ---------- -------------- -------------- ---------------
Daniel J. Lanzdorf 1999 210,000 168,000 - 16,000 33,859
Executive Vice 1998 165,000 110,550 - 38,250 26,713
President, and 1997 110,250 31,642 - - 848
President, McNeilus
Companies, Inc.
- ------------------------- ------- --------- ---------- -------------- -------------- ---------------
- ----------------------
(1) Reflects adjustments for the 3-for-2 split of our Common Stock effected on
August 19, 1999. (2) For all named executive officers, the amounts reflected for
1999 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.
</TABLE>
Stock Options
The Company has in effect the Oshkosh Truck Corporation 1990 Incentive
Stock Plan, as amended (the "1990 Plan"). The following table shows information
about stock options granted under the 1990 Plan to the Named Officers in 1999.
9
<PAGE>
<TABLE>
<CAPTION>
Option Grants in 1999 Fiscal Year
Potential Realizable
Value at Assumed Annual
Individual Grants Rates of Stock Price
Appreciation for
Ten-Year Grant Term(2)
- ----------------------- ----------- ------------- ----------- ----------- ----------- --------------
Percent of
Total
Options
Granted to Exercise At 5% At 10%
Options Employees or Base Annual Annual
Granted in Fiscal Price Expiration Growth Growth Rate
Name (#)(1) Year ($/Share) Date Rate ($) ($)
- ----------------------- ----------- ------------- ----------- ----------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Robert G. Bohn 50,000 23.75% 30.500 10/20/09 959,064 2,430,457
Charles L. Szews 20,000 9.50% 30.500 10/20/09 383,626 972,183
Timothy M. Dempsey 10,000 4.75% 30.500 10/20/09 191,813 486,091
Paul C. Hollowell 10,000 4.75% 30.500 10/20/09 191,813 486,091
Daniel J. Lanzdorf 16,000 7.60% 30.500 10/20/09 306,901 777,746
- ----------------------
(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
to the price of our Common Stock.
</TABLE>
The following table sets forth information about exercises of stock
options by Named Officers in 1999, and the number and value of unexercised stock
options they held as of September 30, 1999.
<TABLE>
<CAPTION>
Option Exercises in Last Fiscal Year
and Fiscal Year-End Option
Values
Shares Number of Unexercised Value of Unexercised
Acquired Options at Fiscal Options at Fiscal
on Value Year-End (#)(1) Year-End ($)(2)
Exercise Realized ------------------------- -------------------------
(#) ($) Exercisable Unexercisable Exercisable Unexercisable
----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert G. Bohn 68,250 1,156,500 65,250 132,500 958,385 1,086,771
Charles L. Szews 0 0 32,000 58,500 462,833 505,979
Timothy M. Dempsey 13,500 387,965 16,500 43,000 217,354 434,708
Paul C. Hollowell 33,375 782,815 46,500 43,000 771,104 434,708
Daniel J. Lanzdorf 0 0 22,500 41,500 344,292 318,771
- -------------------
(1) Reflects adjustments for the 3-for-2 split of our Common Stock
effected on August 19, 1999.
(2) 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>
10
<PAGE>
Pension Plans
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 participation, 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 Highest Employees Retiring at Age 65
5 Consecutive Calendar
Years Completed Before
Retirement Years of Service
- -------------------------- ---------- ---------- ----------- ------------ ------------ -----------
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
- ----------------------
(1) The annual benefits shown on 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 the Named Officers
generally corresponds with the base salary for each such individual, subject to
the annual maximum. As of September 30, 1999, years of participating service
under the pension plan were 7.5 years for Mr. Bohn, 3.5 years for Mr. Szews, 4.0
years for Mr. Dempsey, 8.5 years for Mr. Hollowell, and 19.8 years for Mr.
Lanzdorf.
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 Mr. Bohn, assuming retirement at age 65, pursuant to the supplemental
retirement benefit provision contained in Mr. Bohn's employment agreement with
the Company (the "Supplemental Retirement Benefit"):
11
<PAGE>
<TABLE>
<CAPTION>
Average Annual Compensation Years of Service
in 3 Consecutive Calendar
Years Completed Before
Retirement 5 10 15 18+
- ------------------------------- ---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
$500,000 $69,450 $138,900 $208,325 $250,000
$700,000 97,230 194,460 291,655 350,000
$900,000 125,010 250,020 374,985 450,000
$1,100,000 152,790 305,580 458,315 550,000
$1,300,000 180,570 361,140 541,645 650,000
</TABLE>
Under the Supplemental Retirement Benefit, Mr. Bohn is entitled to
receive upon retirement a monthly benefit equal to 30% of Mr. Bohn's average
monthly compensation at age 55 increasing to 50% of average monthly compensation
at age 62, reduced by the amount of any pension payable by the Company under the
Pension Plan and subject to adjustment to the extent Mr. Bohn has not completed
18 years of employment after December 31, 1997 (the "Supplemental Retirement
Benefit Amount"). Average monthly compensation is based on the average of Mr.
Bohn's compensation for the three most recent years prior to Mr. Bohn's
retirement or other termination. Mr. Bohn's spouse is entitled to receive 50% of
the Supplemental Retirement Benefit Amount that would have been payable to Mr.
Bohn in the event of Mr. Bohn's death. Compensation covered by the Supplemental
Retirement Benefit for Mr. Bohn generally corresponds with the base salary and
earned bonus compensation for Mr. Bohn. As of September 30, 1999, Mr. Bohn had
1.75 years of Benefit Service under the Supplemental Retirement Benefit.
Executive Employment and Severance Agreements and Other Agreements
Except as described below, the Company does not have employment
agreements with the Named Officers.
The Company entered into an employment agreement with Mr. Bohn on
October 15, 1998. Under this agreement, the Company agreed to employ Mr. Bohn as
President and Chief Executive Officer of the Company until September 30, 2001.
The term of this agreement has been extended automatically until September 30,
2002. The term of employment is renewed automatically for successive one-year
periods after September 30, 2002, unless either party gives notice of
non-renewal at least two years prior to September 30, 2002, or the end of the
then current term. Mr. Bohn receives an annual base salary of not less than
$500,000. Mr. Bohn also is entitled to participate in the bonus plan for senior
management personnel of the Company and in stock-based compensation programs in
effect for other senior executives of the Company. In addition, Mr. Bohn is
entitled to a supplemental retirement benefit intended to compensate him upon
retirement as more fully described above under "Pension Plan Benefit." If Mr.
Bohn's employment with the Company is terminated during the term of the
employment agreement by the Company without cause, or by Mr. Bohn for good
reason, then the Company is obligated to continue to pay his salary and fringe
benefits for the remainder of the term as provided in the agreement.
McNeilus Companies, Inc., entered into an employment agreement with Mr.
Lanzdorf on April 24, 1998. Under this agreement the Company agreed to employ
Mr. Lanzdorf as President of McNeilus Companies, Inc. until April 23, 1999. The
term of this agreement has been extended until April 23, 2000. The term of
employment is renewed automatically for successive one-year periods, unless
either party gives notice of non-renewal at least 45 days, or the end of the
then current term. Mr. Lanzdorf receives an annual base salary of not less than
$200,000. Mr. Lanzdorf also is entitled to participate in the bonus plan for
senior management personnel of the Company, and in stock-based compensation
programs in effect for other senior executives of the Company. If Mr. Lanzdorf's
employment is terminated during the term of the employment agreement without
cause, or by Mr. Lanzdorf for good reason, then McNeilus Companies, Inc. is
obligated to continue to pay his salary and fringe benefits for the remainder of
the term as provided in the agreement.
12
<PAGE>
The Company has executive severance agreements with Messrs. Bohn, Szews,
Dempsey, and Hollowell that are designed to provide each of them with reasonable
compensation if any of their employment is terminated in certain defined
circumstances, primarily following a change of control of the Company. The Human
Resources Committee administers the severance agreements and selects the
executive officers of the Company for eligibility for these agreements.
Under the agreements, at any time within three years of a change of
control of the Company (as defined in the agreements), if the employment of the
executive who is a party to an agreement is terminated by the Company other than
by reason of death, disability or for cause (as defined), then the executive is
entitled to a termination payment and certain other benefits. In addition, if a
change of control has occurred and the executive terminates his employment
because of a breach of the agreement by the Company, or because of a
significant, adverse change in his responsibilities, or following the first
anniversary of the change of control, for any reason, then the executive is
entitled to that payment and benefits. The termination payment is a cash payment
equal to the sum of the annual salary of the executive in effect at the change
of control (or any subsequent higher salary) plus the highest annual bonus award
paid during the three years before the change of control, multiplied by the
number of years remaining in the employment period (up to three). In no event
will this sum be less than one year's annual salary and bonus.
In addition, the agreement provides for 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 agreements provide 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.
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 include (I) supplemental
retirement payments of $70,000 per calendar year from February 11, 1994, until
age 55 (on February 11, 1999, Mr. S.P. Mosling was 53 and Mr. J.P. Mosling, Jr.
was 55); (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 Human Resources Committee
The Board of Directors and its Human Resources Committee have
responsibility for executive officer compensation. The objectives of the Board
and the Committee are to structure this compensation so as to align the
interests of the executives and our shareholders, through the use of stock-based
compensation plans, in order to generate profitable growth and increased
shareholder value. In further support of these objectives the Committee links
compensation to the achievement of goals and objectives for each executive that
are established annually by the Committee. At the same time, the Committee
endeavors to provide executive compensation that will continue to enable us to
attract, retain and motivate high-quality executives.
The Human Resources Committee, which is made up entirely of
non-management directors, oversees the compensation practices of the Company. It
reviews and recommends the compensation of Mr. Bohn, as President and Chief
Executive Officer, subject to the approval of the other non-management directors
of the Board. With respect to the other executive officers of the Company, the
Committee reviews and approves their compensation, subject to ratification by
the Board. In fiscal 1999 the Board did not modify or reject in any material way
any recommendation of the Committee.
13
<PAGE>
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. For fiscal year 1999, the
risk component of executive officer compensation was based upon sales growth and
earnings performance as the Company continued to integrate the business of
McNeilus Companies, Inc. For all Named Officers other than Messrs. Bohn and
Lanzdorf, a target bonus of 40% of base salary was set at achievement of
pre-established target levels of increases in net sales and earnings per share.
Bonuses could have been increased up to a maximum of 80% of base salary upon
achievement of material increases over those target levels. Bonuses also could
have been reduced to a maximum of 20% of base salary in the event of material
increases in net sales and per-share earnings that did not meet those target
levels, but did exceed results for the prior year. For Mr. Bohn, the respective
percentages of base salary for target, minimum and maximum bonus potential at
those respective levels of Company performance were 60%, 20% and 120%. For Mr.
Lanzdorf, the respective percentages were as for the Named Officers other than
Mr. Bohn, but there also was a pre-established target level of increases in
operating earnings of McNeilus Companies, Inc.
The Company measures the competitiveness of its executive officer
compensation against industrial companies of a similar revenue size. For
assistance in its oversight of executive officer compensation, the Committee
reviews surveys of executive compensation databases and periodically retains the
services of independent consultation services. To gauge competitive practices,
the Committee has sought the advice of Towers Perrin, an executive compensation
consulting firm in each of the past four years.
The most important components of executive officer compensation at the
Company are base salary, performance based annual incentives and long-term
incentives, which include stock options and restricted stock grants.
Base Salary
The Committee has established executive base salaries within the range
of salaries paid to other companies' executives with similar management
responsibilities based on the survey data referred to above. To determine
individual annual base salary levels the Committee reviews each executive's
performance and accomplishments during the prior year as well as experience and
service with the Company. The Committee also takes into account overall Company
performance and profitability and, where applicable, the performance of that
part of the business of the Company for which an executive officer is
responsible. In 1999, base salaries for executive officers, as a group, were
slightly below the median of competitive salary ranges.
Annual Incentive Awards
Executive officers are eligible for annual cash bonuses under the
Company's Incentive Compensation Plan. Specific performance objectives are
established annually at the time that the budget for the next fiscal year is
established. For fiscal 1999, the performance measures that were established
were net sales growth and an earnings goal and, for Mr. Lanzdorf, an operating
earnings goal for McNeilus Companies, Inc. Generally, earnings per share growth
was valued proportionately as three times more important than net sales growth.
Each executive officer is assigned threshold, target and maximum bonus
award opportunities. The Committee believes that these opportunities are
competitive with respect to industrial companies of similar revenue size. In
1999, the Company exceeded its objectives to the extent that maximum bonuses
were granted and paid.
Long Term Incentive Compensation
The Company uses two kinds of long-term performance-based incentives:
stock options and, occasionally, restricted stock awards. These are provided
under the Company's 1990 Incentive Stock Plan. The objectives of this Plan are
to encourage the long-term growth and performance of the Company, and to
14
<PAGE>
encourage and facilitate ownership of Company stock by those highly compensated
employees for whom a personal commitment to long-term shareholders is most
important.
The Human Resources Committee grants stock options to executive officers
after consideration of levels of grants for similar officers in industrial
companies of a comparable revenue size and as reported in studies by independent
compensation consultants. Individual grants are based upon the executive's
position, level of responsibility, past contributions to the success of the
Company, and the potential of each executive to contribute to the future success
of the Company.
With respect to stock options, when granted, their exercise price is
equal to the last market sale on the date of grant. The options then have a ten
year term. They vest in equal installments over three years. No restricted stock
awards have been made since 1997.
1999 Chief Executive Officer Compensation
The Human Resources Committee reviews and recommends the compensation of
Mr. Bohn, President and Chief Executive Officer of the Company, subject to the
approval of the directors of the Company other than Mr. Bohn, all of whom are
non-management directors. As discussed in the Base Salary section, above, the
salaries for executive officers are set within competitive ranges paid by other
industrial companies. In setting Mr. Bohn's base salary for 1999, the Committee
considered the competitive data available for similarly situated Chief Executive
Officers; Mr. Bohn's relatively recent promotion to his office; the minimum base
salary under his employment agreement with the Company; the Company's success in
exceeding its1998 earnings objectives; and Mr. Bohn's specific contributions to
the success and increased value of the Company. The base salary level
established for Mr. Bohn in 1999 was positioned somewhat below the median of
salaries paid to Chief Executive Officers in companies with similar revenues in
the executive compensation database used by the Company.
As discussed in the Annual Incentive Awards section, above, cash bonuses
are based, and paid, on successful achievement of performance measures
established annually by the Committee. During 1999, these measures were an
earnings per share goal and an annual sales growth objective. Having exceeded
the maximum goal in both respects, Mr. Bohn was awarded a bonus of $600,000.
Based upon his responsibilities, contributions to the success of the
Company, expected contributions to the future success of the Company, and levels
of grants to chief executive officers in comparatively sized industrial
companies, Mr. Bohn was awarded 50,000 stock options on September 21, 1999, at
an exercise price of $30.50 per share.
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
Human Resources 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 1990 Plan is designed to permit awards which will continue to
qualify for the Code's exception for "performance-based compensation."
Conclusion
The Human Resources 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
incentive compensation component, the Human Resources 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.
15
<PAGE>
HUMAN RESOURCES COMMITTEE
Kathleen J. Hempel, Chair
J. William Andersen
Gen. Frederick M. Franks, Jr.
PROPOSALS REQUIRING YOUR VOTE
The following proposals will be presented at the meeting for your vote.
Space is provided on the accompanying proxy card(s) to approve, disapprove (only
for proposal 2) or abstain from voting on each of the proposals.
Proposal 1
Election of Class A Common Stock Directors
The Board has nominated seven people for election as directors by Class
A Common Stock holders at the Annual Meeting. Each of the nominees currently is
a director of the Company and was elected at the 1999 Annual Meeting. If the
Class A Common Stock shareholders re-elect them, they will hold office until the
next Annual Meeting, or until their successors have been elected and qualified.
The nominees are: J. William Andersen, Robert G. Bohn, Gen. Frederick M.
Franks, Jr., Michael W. Grebe, Kathleen J. Hempel, Stephen P. Mosling and J.
Peter Mosling, Jr. Their biographical information is set forth on pages 3 and 4
of this Proxy Statement.
The Board of Directors recommends a vote FOR the nominees for director
listed above.
Election of Common Stock Directors
The Board has nominated two people for election as directors by Common
Stock holders at the Annual Meeting. Each of the nominees currently is a
director of the Company and was elected at the 1999 Annual Meeting. If the
Common Stock shareholders re-elect them, they will hold office until the next
Annual Meeting, or until their successors have been elected and qualified.
The nominees are: Daniel T. Carroll and Richard G. Sim. Their
biographical information is set forth on pages 3 and 4 of this Proxy Statement.
The Board of Directors recommends a vote FOR the nominees for director
listed above.
Proposal 2
Approval of an Amendment to the Restated Articles of Incorporation to Increase
the Number of Authorized Shares of Common Stock from 18,000,000 to 60,000,000.
Currently, the authorized capital stock of the Company is as follows:
2,000,000 shares of preferred stock; 1,000,000 shares of Class A Common Stock;
and 18,000,000 shares of Common Stock. Neither the preferred stock nor the Class
A Common Stock are subjects of this proposal. Only the Common Stock is the
subject of this proposal.
As of November 30, 1999, 16,201,173 shares of Common Stock were issued
and outstanding. In addition, as of November 30, 1999, 1,286,630 shares of
Common Stock have been reserved for issuance pursuant to the 1990 Incentive
Stock Plan, as amended, under which options to purchase 1,074,555 shares of
Common Stock were outstanding at November 30, 1999. Also, 425,982 shares of
Common Stock have been
16
<PAGE>
reserved in the event of the conversion of all issued and outstanding shares of
Class A Common Stock. As a result, there now are only 86,215 authorized shares
of Common Stock that are not reserved and that may be issued for any future
business purposes by the Company.
The Board of Directors has approved for submission to shareholders, and
recommends that the shareholders approve, an amendment to our Restated Articles
of Incorporation that will increase the total number of authorized shares of
Common Stock from 18,000,000 to 60,000,000. The purpose of this increase is to
provide a larger number of additional shares available for general corporate
purposes. Uses for these additional shares in the future might include any one
or more of the following: stock splits and stock dividends; stock-based
acquisitions; raising additional equity capital; stock issued in connection with
employee incentives; and other corporate uses.
There are no current plans to issue any shares of Common Stock from this
proposed increase. However, by approving this increase now, in advance of any
specific need, we believe that the Company will be able to act in a timely
manner when such a need does arise, without the delay and expense that would be
required at that time in obtaining shareholder approval of such an increase at a
special meeting.
The additional shares of Common Stock for which authorization is sought
would be identical to the shares of Common Stock now authorized. Existing
shareholders do not have any preemptive rights to purchase any shares of Common
Stock and will not have any such rights in the future. The additional shares,
when authorized, may be issued by the Board of Directors at any time without
further shareholder approval unless required by the Wisconsin Business
Corporation Law or NASDAQ National Market rules.
The Board of Directors does not intend to issue any shares of Common
Stock except for purposes, and on terms that the Board believes to be in the
best interests of the shareholders and the Company. Depending on the purpose and
terms of issuance at the time, any future issuance of shares of Common Stock
might or might not have a dilutive effect on the shareholders of the Company at
that time.
Our Restated Articles of Incorporation contain provisions that only
apply at such time as all Class A Common Stock has been converted into Common
Stock. Therefore, the Board of Directors has approved amendments to both
paragraphs of our Restated Articles that relate to the number of authorized
shares.
The proposed amendment would amend and restate Paragraphs A and AA of
Article Third of the Company's Restated Articles of Incorporation to read as
follows (proposed additions are indicated by underlining, and proposed deletions
are indicated by overstriking):
A. STOCK
The total number of shares of stock which the corporation shall
have the authority to issue is [twenty-one million (21,000,000)]
*sixty-three million (63,000,000)* shares itemized by classes as
follows:
1. [Nineteen million (19,000,000)] *Sixty-one million (61,000,000)*
shares of common stock, one cent ($.01) par value, divided into
the following classes: (a) one million (1,000,000) shares of
Class A Common Stock (the "Class A Common Stock"); and (b)
[eighteen million (18,000,000)] *sixty million (60,000,000)*
shares of Common Stock (the "Common Stock").
2. Two million (2,000,000) shares of preferred stock, one cent
($.01) par value (the "Preferred Stock").
AA. STOCK
The total number of shares of stock which the corporation shall
have the authority to issue is [twenty-one million (21,000,000)]
*sixty-three million (63,000,000)* shares itemized by classes as
follows:
17
<PAGE>
1. [Nineteen million (19,000,000)] *Sixty-one million (61,000,000)*
shares of common stock, one cent ($.01) par value, divided into
the following classes: (a) one million (1,000,000) shares of
Class A Common Stock (the "Class A Common Stock"); and (b)
[eighteen million (18,000,000)] *sixty million (60,000,000)*
shares of Common Stock (the "Common Stock") (the Class A Common
Stock and the Common Stock are hereinafter collectively referred
to as the "Common Shares").
2. Two million (2,000,000) shares of preferred stock, one cent
($.01) par value (the "Preferred Stock").
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR ADOPTION OF
THE AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION.
SELECTION OF INDEPENDENT AUDITORS
Ernst & Young LLP has served as the Company's independent auditors since
1976, including during fiscal 1999. The independent auditors for the Company for
fiscal 2000 will be approved formally in May 2000.
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.
OTHER MATTERS
At the Annual Meeting, shareholders will approve the minutes for the
1999 Annual Meeting. This 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 properly shall 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 pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934 ("Rule 14a-8") for presentation at the 2001 Annual Meeting
must be received at the offices of the Company, P.O. Box 2566, Oshkosh,
Wisconsin 54903-2566, by August 30, 2000, for inclusion in the Company's 2001
proxy statement. If the Company does not receive notice of a shareholder
proposal submitted otherwise than pursuant to Rule 14a-8 prior to November 13,
2000, then the notice will be considered untimely and the persons named in
proxies solicited by the Board of Directors for the 2001 Annual Meeting may
exercise discretionary voting power with respect to such proposal.
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. In addition, the Company has retained Georgeson Shareholder
Communications, Inc., to assist in the solicitation of proxies for a fee of
$8,000 and reimbursement of expenses. The Company will reimburse brokers and
other nominees for their reasonable expenses in communicating with the persons
for whom they hold stock for the Company.
By order of the Board of Directors,
TIMOTHY M. DEMPSEY, Secretary
OSHKOSH TRUCK CORPORATION
18
<PAGE>
PROXY
CLASS A COMMON STOCK
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 I am
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, Wisconsin, at 10:00 a.m. on Monday,
January 31, 2000, or at any adjournment thereof, as set forth herein, hereby
revoking any proxy previously given.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder.
If no direction is made, the Proxy will be voted FOR ALL nominees listed IN ITEM
1 AND FOR ITEM 2, THE PROPOSAL TO APPROVE AN AMENDMENT TO THE company'S RESTATED
ARTICLES OF INCORPORATION THAT WILL INCREASE THE NUMBER OF SHARES OF COMMON
Stock THAT THE COMPANY IS AUTHORIZED TO ISSUE FROM 18,000,000 TO 60,000,000.
PLEASE MARK, SIGN AND DATE BELOW
DETACH AND RETURN PROMPTLY USING THE ENVELOPE PROVIDED
OSHKOSH TRUCK CORPORATION 2000 ANNUAL MEETING
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES LISTED IN
ITEM 1 AND FOR ITEM 2.
1. ELECTION OF 1 - J. William |_| FOR all nominees |_| WITHHOLD
CLASS A Andersen listed to the AUTHORITY
DIRECTORS: 2 - Robert G. Bohn left (except as to vote for
3 - General Frederick M. specified below). all nominees
Franks, Jr. listed to the
(Ret. U.S. Army) left.
4 - Michael W. Grebe
5 - Kathleen J. Hempel
6 - Stephen P. Mosling
7 - J. Peter Mosling, Jr.
------------------------------------
(Instructions: 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. Proposal to approve an amendment to
the Restated Articles of
Incorporation of the Company. |_| FOR |_| AGAINST |_| ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
Check appropriate box
Indicate changes below
NO. OF SHARES
Address Change? |_| Name Change? |_| Date ______________
----------------------------------------
----------------------------------------
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>
PROXY
COMMON STOCK
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 I am 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, Wisconsin, at 10:00 a.m. on Monday, January 31, 2000,
or at any adjournment thereof, as set forth herein, hereby revoking any proxy
previously given.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder.
If no direction is made, the Proxy will be voted FOR ALL nominees listed IN ITEM
1 and for item 2, the proposal to approve an amendment to the company's restated
articles of incorporation that will increase the number of shares of common
stock that the company is authorized to issue from 18,000,000 to 60,000,000.
PLEASE MARK, SIGN AND DATE BELOW
DETACH AND RETURN PROMPTLY USING THE ENVELOPE PROVIDED
OSHKOSH TRUCK CORPORATION 2000 ANNUAL MEETING
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES LISTED IN
ITEM 1 AND FOR ITEM 2.
1.ELECTION 1 - Daniel T. Carroll |_| FOR all |_| WITHHOLD
OF DIRECTORS: 2 - Richard G. Sim nominees AUTHORITY to
listed to vote for all
the left nominees
(except as listed to
specified the left.
below).
-------------------------------
(Instructions: 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. Proposal to approve an amendment to the
Restated Articles of Incorporation of
the Company. |_| FOR |_| AGAINST |_| ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
Check appropriate box
Indicate changes below
NO. OF SHARES
Address Change? |_| Name Change? |_| Date ______________
----------------------------------------
----------------------------------------
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.
