<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------------------
OSHKOSH TRUCK CORPORATION
(Exact name of registrant as specified in its charter)
WISCONSIN 39-0520270
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. BOX 2566
OSHKOSH, WISCONSIN 54903-2566
(920) 235-9151
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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CHARLES L. SZEWS
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
OSHKOSH TRUCK CORPORATION
P.O. BOX 2566
OSHKOSH, WISCONSIN 54903-2566
(920) 235-9151
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
-------------------------------------------
Copies to:
BENJAMIN F. GARMER, III, ESQ. JOHN R. SAGAN, ESQ.
FOLEY & LARDNER MAYER, BROWN & PLATT
777 EAST WISCONSIN AVENUE 190 SOUTH LASALLE STREET
MILWAUKEE, WISCONSIN 53202 CHICAGO, ILLINOIS 60603
(414) 271-2400 (312) 782-0600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
[X] File No. 333-87149
If this Form is a post-effective amendment filed pursuant to Rule
462(c) of the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1)(2) PER UNIT (3) PRICE (3) REGISTRATION FEE
- --------------------------------- ------------------------ --------------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value, 57,500 shares and
with attached Preferred Share 38,333.33 rights $27.3125 $1,570,468.75 $436.60
Purchase Rights.................
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</TABLE>
(1) Includes 7,500 shares of Common Stock issuable upon exercise of an over-
allotment option granted to the Underwriters.
(2) Each share of Oshkosh Truck Corporation Common Stock has attached thereto
two-thirds of a Preferred Share Purchase Right.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933 based upon the
average of the high and low prices for Oshkosh Truck Corporation as
reported on the Nasdaq National Market on November 18, 1999. The value
attributable to the Rights is reflected in the price of the Common Stock.
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<PAGE> 2
THIS REGISTRATION STATEMENT ON FORM S-3 IS BEING FILED BY OSHKOSH TRUCK
CORPORATION PURSUANT TO RULE 462(b) UNDER THE SECURITIES ACT OF 1933. THE
CONTENTS OF REGISTRATION STATEMENT NUMBER 333-87149, INCLUDING AMENDMENT NO.
1 THERETO, ARE HEREBY INCORPORATED HEREIN BY REFERENCE.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oshkosh, State of Wisconsin, on this 19th day of
November, 1999.
OSHKOSH TRUCK CORPORATION
By: /s/ Timothy M. Dempsey
----------------------
Timothy M. Dempsey
Executive Vice President, General Counsel
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Robert G. Bohn* President, Chief Executive Officer and November 19, 1999
Director (Principal Executive Officer)
Charles L. Szews* Executive Vice President and Chief Financial November 19, 1999
Officer (Principal Financial Officer)
Thomas J. Polnaszek* Vice President and Controller (Principal November 19, 1999
Accounting Officer)
J. William Andersen* Director November 19, 1999
Daniel T. Carroll* Chairman November 19, 1999
General Frederick M. Franks, Jr.* Director November 19, 1999
Michael W. Grebe* Director November 19, 1999
Kathleen J. Hempel* Director November 19, 1999
J. Peter Mosling, Jr.* Director November 19, 1999
Stephen P. Mosling* Director November 19, 1999
Richard G. Sim* Director November 19, 1999
</TABLE>
* By: /s/ Timothy M. Dempsey
----------------------
Timothy M. Dempsey
Attorney-in-Fact
** By power of attorney filed with Registration Statement No. 333-87149
<PAGE> 4
EXHIBIT INDEX
Exhibit
Number Exhibit Description
(5.1) Opinion of Foley & Lardner
(23.1) Consent of Ernst & Young LLP.
(23.2) Consent of Larson, Allen, Weishair & Co., LLP.
(23.3) Consent of Foley & Lardner (contained in Exhibit 5.1).
(24.1) Power of Attorney (Filed with Registration Statement No. 333-87149).
<PAGE> 1
EXHIBIT (5.1)
[FOLEY & LARDNER LETTERHEAD]
November 19, 1999
Oshkosh Truck Corporation
2307 Oregon Street
P. O. Box 2566
Oshkosh, Wisconsin 54903
Ladies and Gentlemen:
We have acted as counsel for Oshkosh Truck Corporation, a
Wisconsin corporation (the "Company"), in conjunction with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement"), including the
prospectus constituting a part thereof (the "Prospectus"), to be filed by the
Company with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Securities Act"), relating to 50,000 shares of the
Company's common stock, $.01 par value (the "Common Stock"), and related
Preferred Share Purchase Rights (the "Rights"), together with up to 7,500
additional shares of Common Stock and related Rights being registered to cover
the over-allotment option granted by the Company to the underwriters. The terms
of the Rights are as set forth in that certain Rights Agreement, dated as of
February 1, 1999, as amended, by and between the Company and Firstar Bank
Milwaukee, N. A. (the "Rights Agreement").
In connection with our representation, we have examined: (i)
the Registration Statement, including the Prospectus; (ii) the Company's
Restated Articles of Incorporation and By-laws, as amended to date; (iii) the
Rights Agreement; (iv) resolutions of the Company's Board of Directors relating
to the authorization of the issuance of certain of the securities covered by the
Registration Statement; and (v) such other proceedings, documents and records as
we have deemed necessary to enable us to render this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the
laws of the State of Wisconsin.
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November 19, 1999
Page 2
2. The shares of Common Stock covered by the Registration
Statement are, and when issued and paid for in the manner contemplated in the
Registration Statement and Prospectus, will be validly issued, fully paid and
nonassessable, except with respect to wage claims of, or other debts owing to,
employees of the Company for services performed, but not exceeding six months'
service in any one case, as provided in Section 180.0622(2)(b) of the Wisconsin
Business Corporation Law.
3. The Rights when issued pursuant to the terms of the
Rights Agreement will be validly issued.
We consent to the use of this opinion as an exhibit to the
Registration Statement and the references to our firm therein. In giving our
consent, we do not admit that we are "experts" within the meaning of Section 11
of the Securities Act or within the category of persons whose consent is
required by Section 7 of the Securities Act.
Very truly yours,
/s/ Foley & Lardner
FOLEY & LARDNER
<PAGE> 1
EXHIBIT (23.1)
[ERNST & YOUNG LLP LETTERHEAD]
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our Firm under the captions "Experts", "Summary
Consolidated Financial Data" and "Selected Consolidated Financial Data" and to
the use of our report dated October 30, 1998 (except for Notes 1, 8, 11 and 15,
as to which the dates are July 23, 1999, February 1, 1999, July 27, 1999 and
February 1, 1999, respectively) in the Registration Statement (Form S-3) and
related Prospectus of Oshkosh Truck Corporation for the registration of 57,500
shares of its Common Stock.
We also consent to the incorporation by reference therein of our report dated
December 17, 1998 with respect to the financial statement schedule of Oshkosh
Truck corporation for the years ended September 30, 1998, 1997, and 1996
included in the Annual Report (Form 10-K) for 1998 filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Milwaukee, Wisconsin
November 18, 1999
<PAGE> 1
EXHIBIT (23.2)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated April 23, 1997, except Notes 2 and 13,
as to which the date is December 8, 1997, on the consolidated financial
statements of McNeilus Companies, Inc. and Subsidiaries, which appears on page
F-1 of the current report on Form 8-K of Oshkosh Truck Corporation dated
February 26, 1998, and to the reference to our firm under the caption "Experts"
in the Prospectus. It should be noted that we have not audited any financial
statements of McNeilus Companies, Inc. and Subsidiaries subsequent to February
28, 1997, or performed any audit procedures subsequent to the date of our
report.
/s/ Larson, Allen, Weishair & Co., LLP
LARSON, ALLEN, WEISHAIR & CO., LLP
Minneapolis, Minnesota
November 18, 1999
