SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
-----------------------
Date of Report
(Date of earliest
event reported): February 1, 1999
Oshkosh Truck Corporation
(Exact name of registrant as specified in its charter)
Wisconsin 1-13886 39-0520270
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
P.O. Box 2566, Oshkosh, Wisconsin 54903
(Address of principal executive offices, including zip code)
(920) 235-9151
(Registrant's telephone number)
<PAGE>
Item 5. Other Events.
On February 1, 1999, the Board of Directors of Oshkosh Truck Corporation
(the "Company") declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of the Company's common stock, $.01 par
value, classified as Common Stock ("Common Stock") and 20/23 of one Right for
each outstanding share of the Company's common stock, $.01 par value, classified
as Class A Common Stock ("Class A Common Stock" and, together with Common Stock,
"Common Shares"). The dividend is payable on February 15, 1999 to the
shareholders of record on February 8, 1999 (the "Record Date"). Each Right
entitles the registered holder to purchase from the Company one one-hundredth of
a share of Series A Junior Participating Preferred Stocks, $.01 par value
("Preferred Shares"), of the Company at a price of $145.00 per one one-hundredth
of a Preferred Share, subject to adjustment (the "Purchase Price"). If a holder
of shares of Class A Common Stock converts such shares into shares of Common
Stock prior to the Distribution Date (as defined below), then the shares of
Common Stock issued upon conversion will be accompanied by one full Right. The
description and terms of the Rights are set forth in a Rights Agreement dated
February 1, 1999 (the "Rights Agreement"), between the Company and Firstar Bank
Milwaukee, N. A., as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons (other than the
Company, a subsidiary of the Company, an employee benefit plan of the Company or
a subsidiary, or J. Peter Mosling, Jr. or Stephen P. Mosling, trusts to which
they may transfer Common Shares in accordance with their agreement with the
Company that relates to their Class A Common Stock and trustees, guardians,
custodians, executors, administrators, fiduciaries or their legal
representatives of the foregoing or their estates) (an "Acquiring Person") has
acquired beneficial ownership of 15% or more of the outstanding Common Shares
(the "Shares Acquisition Date") or (ii) 10 business days (or such later date as
may be determined by action of the Company's Board of Directors prior to such
time as any person becomes an Acquiring Person) following the commencement of,
or announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group (other than the Company, a subsidiary of the Company, an employee benefit
plan of the Company or a subsidiary, or J. Peter Mosling, Jr. or Stephen P.
Mosling, trusts to which they may transfer Common Shares in accordance with
their agreement with the Company that relates to their Class A Common Stock and
trustees, guardians, custodians, executors, administrators, fiduciaries or their
legal representatives of the foregoing or their estates) of 15% or more of such
outstanding Common Shares (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Share certificates outstanding as of the Record Date, by such Common
Share certificate. Notwithstanding the foregoing, any person or group of
affiliates or associated persons who, at the close of business on February 1,
1999, was the beneficial owner of 1,264,630 Common Shares (which number of
shares constituted 15% of the number of Common Shares outstanding on such date)
will not be deemed an "Acquiring Person" unless such person or group of
affiliated or associated persons acquires beneficial ownership of additional
Common Shares at any time that such person or group of affiliated or associated
persons is or thereby becomes the beneficial owner of 15% or more of the Common
Shares then outstanding.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date, upon transfer or new
issuance of Common Shares, will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares, outstanding as of the Record Date, even without such notation,
will also constitute the transfer of the Rights associated with the Common
Shares represented by such certificate. As soon as practicable following the
Distribution Date, separate
-2-
<PAGE>
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on February 1, 2009 (the "Final Expiration Date"), unless the Rights
are earlier redeemed or exchanged by the Company, or the Rights Agreement is
amended, in each case as described below.
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price, less than
the then current market price of the Preferred Shares, or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular quarterly cash dividends or dividends payable in
Preferred Shares) or of subscription rights or warrants (other than those
referred to above).
The number of outstanding Rights and the number of one one-hundredths of
a Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon the exercise of Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1.00 per share but will be entitled to an
aggregate dividend of 100 times the dividend declared per share of Common Stock.
In the event of liquidation, the holders of the Preferred Shares will be
entitled to a minimum preferential liquidation payment of $100 per share but
will be entitled to an aggregate payment of 100 times the payment made per share
of Common Stock. Each Preferred Share will have 100 votes on all matters
submitted to a vote of the holders of the Common Stock, voting together with the
shares of Common Stock. Finally, in the event of any merger, consolidation or
other transaction in which Common Shares are exchanged, each Preferred Share
will be entitled to receive 100 times the amount received per share of Common
Stock. These rights are protected by customary antidilution provisions.
Because of the nature of the Preferred Shares' dividend, voting and
liquidation rights, the value of the one one-hundredth interest in a Preferred
Share purchasable upon exercise of each Right should approximate the value of
one share of Common Stock.
In the event that any person becomes an Acquiring Person (a "Flip-In
Event"), each holder of a Right (except as otherwise provided in the Rights
Agreement) will thereafter have the right to receive upon exercise that number
of shares of Common Stock (or, in certain circumstances cash, property or other
securities of the Company or a reduction in the Purchase Price) having a market
value of two times the then current Purchase Price. Notwithstanding any of the
foregoing, following the occurrence of a Flip-In Event all Rights that are, or
(under certain circumstances specified in the Rights Agreement) were, or
subsequently become beneficially owned by an Acquiring Person, related persons
and transferees will be null and void.
-3-
<PAGE>
In the event that, at any time following the Shares Acquisition Date, (i)
the Company is acquired in a merger or other business combination transaction or
(ii) 50% or more of its consolidated assets or earning power are sold (the
events described in clauses (i) and (ii) are herein referred to as "Flip-Over
Events"), proper provision will be made so that each holder of a Right (except
as otherwise provided in the Rights Agreement) will thereafter have the right to
receive, upon the exercise thereof at the then current Purchase Price, that
number of shares of common stock of the acquiring company which at the time of
such transaction will have a market value of two times the then current Purchase
Price.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts). In lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
The Purchase Price is payable by certified check, cashier's check, bank
draft or money order or, if so provided by the Company, the Purchase Price
following the occurrence of a Flip-In Event and until the first occurrence of a
Flip-Over Event may be paid in Common Shares having an equivalent value.
At any time after a person becomes an Acquiring Person and prior to the
acquisition by such Acquiring Person of 50% or more of the outstanding Common
Shares, the Board of Directors of the Company may exchange the Rights (other
than Rights owned by any Acquiring Person which have become void), in whole or
in part, at an exchange ratio of one share of Common Stock, or one one-hundredth
of a Preferred Share (or of a share of a class or series of the Company's
preferred stock having equivalent rights, preferences and privileges), per Right
(subject to adjustment).
At any time prior to a person becoming an Acquiring Person, the Board of
Directors of the Company may redeem the Rights in whole, but not in part, at a
price of $.01 per Right (the "Redemption Price"). The redemption of the Rights
may be made effective at such time, on such basis and with such conditions as
the Board of Directors in its sole discretion may establish. Immediately upon
any redemption of the Rights, the right to exercise the Rights will terminate
and the only right of the holders of Rights will be to receive the Redemption
Price.
Other than amendments that would change the Redemption Price or move to
an earlier date the expiration of the Rights, the terms of the Rights may be
amended by the Board of Directors of the Company without the consent of the
holders of the Rights, including an amendment to lower the threshold for
exercisability of the Rights from 15% to not less than 10%, with appropriate
exceptions for any person then beneficially owning a percentage of the number of
Common Shares then outstanding equal to or in excess of the new threshold,
except that from and after such time as any person becomes an Acquiring Person
no such amendment may adversely affect the interests of the holders of the
Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
While distribution of the Rights will not constitute a taxable event to
the shareholders or the Company, the shareholders may, depending on the
circumstances, recognize taxable income in
-4-
<PAGE>
the event that the Rights become exercisable for Preferred Shares (or other
consideration) of the Company or for common stock of the acquiring company, as
set forth above.
As of February 1, 1999, there were 8,145,869 shares of Common Stock and
284,998 shares of Class A Common Stock issued and outstanding (and 1,220,550
shares of Common Stock reserved for issuance). Each outstanding share of Common
Stock on the Record Date will receive one Right and each outstanding share of
Class A Common Stock will receive one 20/23 Right. As long as the Rights are
attached to the Common Shares, the Company will issue one Right for each share
of Common Stock and 20/33 of one Right for each share of Class A Common Stock
which becomes outstanding between the Record Date and the Distribution Date so
that all such shares will have attached Rights. The Company's Board of Directors
has initially reserved 300,000 Preferred Shares for issuance upon exercise of
the Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on redemption of the Rights or on a substantial
number of Rights being acquired. The Rights should not interfere with any merger
or other business combination approved by the Board of Directors of the Company
prior to the time that the Rights may not be redeemed (as described above) since
the Board of Directors may, at its option, at any time until the Shares
Acquisition Date redeem all but not less than all the then outstanding Rights at
$.01 per Right. The Rights are designed to provide additional protection against
abusive takeover tactics such as a party accumulating the Company's shares to
pressure the Company or its shareholders, selective open-market purchases and
offers for all of the Company's shares at less than full value or at an
inappropriate time. The Rights are intended to assure that the Company's Board
of Directors has the ability to protect shareholders and the Company if efforts
are made to gain control of the Company in a manner that is not in the best
interests of the Company and its shareholders.
The Rights Agreement between the Company and the Rights Agent specifying
the terms of the Rights, which includes as Exhibit B the Form of Right
Certificate, is attached hereto as an exhibit. The foregoing description of the
Rights does not purport to be complete and is qualified in its entirety by
reference to such exhibit.
-5-
<PAGE>
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibit is being filed herewith:
(4.1) Rights Agreement, dated as of February 1, 1999,
between Oshkosh Truck Corporation and Firstar
Bank Milwaukee, N. A. [Incorporated by reference
to Exhibit (4.1) to the Registration Statement
on Form 8-A of Oshkosh Truck Corporation dated
as of February 1, 1999 (Commission File No.
1-13886)]
-6-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
OSHKOSH TRUCK CORPORATION
Date: February 1, 1999 By: /s/ Timothy M. Dempsey
---------------------------------
Timothy M. Dempsey
Executive Vice President, General
Counsel and Secretary
-7-
<PAGE>
OSHKOSH TRUCK CORPORATION
Exhibit Index to Current Report on Form 8-K
Dated February 1, 1999
Exhibit
Number
(4.1) Rights Agreement, dated as of February 1, 1999, between Oshkosh Truck
Corporation and Firstar Bank Milwaukee, N. A. [Incorporated by reference
to Exhibit (4.1) to the Registration Statement on Form 8-A of Oshkosh
Truck Corporation, dated as of February 1, 1999 (Commission File No.
1-13886)]
