Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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.)
2307 Oregon Street
P. O. Box 2566
Oshkosh, Wisconsin 54903
(Address of principal executive offices) (Zip Code)
Oshkosh Truck Corporation 1990 Incentive Stock Plan
(Full title of the plan)
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Timothy M. Dempsey, Esq. Copy to:
Executive Vice President, Secretary
and General Counsel Michael W. Grebe, Esq.
Oshkosh Truck Corporation Foley & Lardner
2307 Oregon Street 777 East Wisconsin Avenue
P. O. Box 2566 Milwaukee, Wisconsin 53202
Oshkosh, Wisconsin 54903 (414) 271-2400
(902) 235-9151
(Name, address and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Maximum
Securities to be to be Offering Price Aggregate Offering Amount of
Registered Registered(1) Per Share Price Registration Fee
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Common Stock, 425,000 shares(2) $46.25(3) $19,656,250(3) $5,464.44(2)
$.01 par value
Preferred Share 425,000 rights(2) (4) (4) (4)
Purchase Rights
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate number of additional shares of Common
Stock (and related Preferred Share Purchase Rights) that may become issuable
as a result of stock splits, stock dividends, or similar transactions
pursuant to the anti-dilution provisions of the 1990 Incentive Stock Plan.
(2) 470,670 shares of Common Stock (and related Preferred Share Purchase
Rights), and the corresponding registration fee that has been previously
paid by the Registrant, are being carried forward from Registrant's earlier
Registration Statements on Form S-8, Registration Nos. 33-62687 and
33-38822.
(3) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely
for the purpose of calculating the registration fee based on the average of
the high and low prices for Oshkosh Truck Corporation Common Stock on the
Nasdaq National Market on June 23, 1999.
(4) The value attributable to the Preferred Share Purchase Rights is reflected
in the market price of the Common Stock to which the Rights are attached.
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Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus referred
to herein also relates to the Registrant's Registration Statements on Form S-8,
Registration Nos. 33-62687 and 33-38822.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by Oshkosh Truck
Corporation (the "Company") are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1998.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1998 and March 31, 1999.
3. All other reports filed by the Company since September 30, 1998
pursuant to Section 13(a) or 15 (d) of the Securities Exchange Act of 1934, as
amended.
4. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated September 25, 1985, including
any amendment or report filed for the purpose of updating such description.
5. The description of the Company's Preferred Share Rights contained in
Item 1 of the Company's Registration Statement on Form 8-A, dated February 1,
1999, including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
after the date of filing of this Registration Statement and prior to such time
as the Company files a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Wisconsin Business Corporation Law and the Company's
By-laws, as amended, directors and officers of the Company are entitled to
mandatory indemnification from the Company against certain liabilities and
expenses (i) to the extent such officers or directors are successful in the
defense of a proceeding and (ii) in proceedings in which the director or officer
is not successful in the defense thereof, unless (in the latter case only) it is
determined that the director or officer breached or failed to perform his or her
duties to the Company and such breach or failure constituted: (a) a willful
failure to deal fairly with the Company or its shareholders in connection with a
matter in which the director or officer had a material conflict of interest; (b)
a violation of the criminal law, unless the director or officer had reasonable
cause to believe his or her conduct was lawful or had no reasonable cause to
believe his or her conduct was unlawful; (c) a transaction from which the
director or officer derived an improper personal profit; or (d) willful
misconduct. The Wisconsin Business Corporation Law specifically states that it
is the policy of Wisconsin to require or permit indemnification in connection
with a proceeding involving securities regulation, as described therein, to the
extent required or permitted as described above. Additionally, under the
Wisconsin Business Corporation Law, directors of the Company are not subject to
personal liability to the Company, its shareholders or any person asserting
rights on behalf thereof for certain breaches or failures to perform any duty
resulting solely from their status as directors except in circumstances
paralleling those in subparagraphs (a) through (d) outlined above.
The indemnification provided by the Wisconsin Business Corporation Law
and the Company's By-laws is not exclusive of any other rights to which a
director or officer of the Company may be entitled. The general effect of the
foregoing provisions may be to reduce the circumstances which an officer or
director may be required to bear the economic burden of the foregoing
liabilities and expenses.
The Company maintains a liability insurance policy for its directors
and officers as permitted by Wisconsin law which may extend to, among other
things, liability arising under the Securities Act of 1933, as amended.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits filed herewith or incorporated herein by reference are set
forth in the attached Exhibit Index.
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Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
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indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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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-8 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 28th day of
June, 1999.
OSHKOSH TRUCK CORPORATION
By: /s/ Robert G. Bohn
Robert G. Bohn
Chief Executive Officer
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. Each person whose signature appears below
constitutes and appoints Robert G. Bohn, Charles L. Szews and Timothy M.
Dempsey, and each of them individually, his or her attorneys-in-fact and agents,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the Registration Statement
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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Signature Title Date
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/s/ Robert G. Bohn President, Chief Executive Officer and June 28, 1999
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Robert G. Bohn Director (Principal Executive Officer)
/s/ Charles L. Szews Executive Vice President and Chief Financial June 28, 1999
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Charles L. Szews Officer (Principal Financial Officer)
/s/ Thomas J. Polnaszek Vice President and Controller (Principal June 28, 1999
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Thomas J. Polnaszek Accounting Officer)
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/s/ J. William Andersen Director June 28, 1999
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J. William Andersen
/s/ Daniel T. Carroll Chairman June 28, 1999
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Daniel T. Carroll
/s/ Frederick M. Franks, Jr. Director June 28, 1999
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General Frederick M. Franks, Jr.
/s/ Michael W. Grebe Director June 28, 1999
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Michael W. Grebe
/s/ Kathleen J. Hempel Director June 28, 1999
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Kathleen J. Hempel
/s/ J. Peter Mosling, Jr. Director June 28, 1999
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J. Peter Mosling, Jr.
/s/ Stephen P. Mosling Director June 28, 1999
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Stephen P. Mosling
/s/ Richard G. Sim Director June 28, 1999
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Richard G. Sim
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EXHIBIT INDEX
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Exhibit
Number Exhibit Description
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(4.1) Oshkosh Truck Corporation 1990 Incentive Stock Plan, as
amended (incorporated by reference to Exhibit 10.1 to the
Company's Annual Report on form 10-K for the year ended
September 30, 1998 (File No. 0-13886)).
(4.2) Form of Oshkosh Truck Corporation 1990 Incentive Stock Plan,
as amended, Nonqualified Stock Option Agreement (incorporated
by reference to Exhibit 4.2 to the Company's Restriction
Statement on Form S-8 (Reg. No. 33-62687)).
(4.3) Form of Oshkosh Truck Corporation 1990 Incentive Stock Plan,
as amended, Nonqualified Director Stock Option Agreement
(incorporated by reference to Exhibit 4.3 to the Company's
Registration Statement on Form S-8 (Reg. No. 33-62687)).
(4.4) Restated Articles of Incorporation of Oshkosh Truck
Corporation (incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the year ended
September 30, 1997 (File No. 0-13886)).
(4.5) Credit Agreement dated February 26, 1998, among Oshkosh Truck
Corporation, Bank of America National Trust and Savings
Association, as Agent and as Swing Line Lender, and certain
other financial institutions (incorporated by reference to
Exhibit 4.1 to the Company's Current Report on Form 8-K dated
February 26, 1998 (File No. 0-13886)).
(4.6) Indenture dated February 26, 1998, among Oshkosh Truck
Corporation, the Subsidiary Guarantors and Firstar Trust
Company (incorporated by reference to Exhibit 4.2 to the
Company's Current Report on Form 8-K dated February 26, 1998
(File No. 0-13886)).
(4.7) 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 Company's
Registration Statement on Form 8-A dated February 1, 1999
(File No. 0-13886)).
(5) Opinion of Foley & Lardner.
(23.1) Consent of Ernst & Young LLP.
(23.2) Consent of Foley & Lardner (contained in Exhibit 5.1).
(24) Power of Attorney (contained on the signature page hereto).
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FOLEY & LARDNER
ATTORNEYS AT LAW
CHICAGO FIRSTAR CENTER SACRAMENTO
DENVER 777 EAST WISCONSIN AVENUE SAN DIEGO
JACKSONVILLE MILWAUKEE, WISCONSIN 53202-5367 SAN FRANCISCO
LOS ANGELES TELEPHONE (414) 271-2400 TALLAHASSEE
MADISON FACSIMILE (414) 297-4900 TAMPA
MILWAUKEE WASHINGTON, D.C.
ORLANDO WEST PALM BEACH
CLIENT/MATTER NUMBER
061300/0108
June 25, 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 Form S-8
Registration Statement (the "Registration Statement") 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 425,000 shares of the Company's
common stock, $0.01 par value (the "Common Stock"), and related Preferred Share
Purchase Rights (the "Rights"), which may be issued pursuant to the Oshkosh
Truck Corporation 1990 Incentive Stock Plan, as amended (the "Plan"). 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, N. A.
(the "Rights Agreement").
We have examined: (i) the Plan; (ii) the Registration Statement; (iii)
the Rights Agreement; (iv) the Company's Restated Articles of Incorporation and
By-laws, as amended to date; (v) resolutions of the Company's Board of Directors
relating to the Plan; and (vi) such other 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.
2. The Common Stock, when delivered from treasury and paid for in the
manner set forth in the Plan, will be validly issued, fully paid and
nonassessable and no personal liability will attach to the ownership thereof,
except with respect to wage claims of employees of the Company for services
performed not to exceed six (6) months service in any one case, as provided in
Section 180.0622(2)(b) of the Wisconsin Business Corporation Law.
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FOLEY & lARDNER
Oshkosh Truck Corporation
June 25, 1999
Page 2
3. The Rights to be issued with the Common Stock 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. 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 said Act.
Very truly yours,
/s/ Foley & Lardner
FOLEY & LARDNER
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Oshkosh Truck Corporation 1990 Incentive Stock Plan of
our report dated October 30, 1998, except for Note 11, as to which the date is
December 8, 1998, with respect to the consolidated financial statements of
Oshkosh Truck Corporation incorporated by reference in its Annual Report (Form
10-K) for the year ended September 30, 1998 and the related financial statement
schedules included therein, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Milwaukee, Wisconsin
June 25, 1999
