OSHKOSH TRUCK CORP
8-K, 2000-05-15
MOTOR VEHICLES & PASSENGER CAR BODIES
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                       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):        May 9, 2000


                            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 4.   Change in Registrant's Certifying Accountant.

          On May 9, 2000,  Oshkosh Truck  Corporation (the "Company")  dismissed
Ernst & Young LLP as its independent auditors.  The reports of Ernst & Young LLP
on the Company's  financial  statements for the fiscal years ended September 30,
1999 and 1998 did not  contain  an  adverse  opinion,  disclaimer  of opinion or
qualification  or  modification  as to  uncertainty,  audit scope or  accounting
principles. During the fiscal years ended September 30, 1999 and 1998 and during
the subsequent  interim period,  there were no disagreements  with Ernst & Young
LLP on any matter of accounting  principles or  practices,  financial  statement
disclosure  or  auditing  scope or  procedures.  During the fiscal  years  ended
September 30, 1999 and 1998 and during the subsequent interim period, there were
no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

          The Company  provided Ernst & Young LLP with a copy of the disclosures
it is making herein prior to the filing of this Current  Report on Form 8-K with
the  Securities  and Exchange  Commission  and requested  that Ernst & Young LLP
furnish the Company a letter addressed to the Securities and Exchange Commission
stating whether Ernst & Young LLP agrees with the statements made by the Company
herein and, if not,  stating  the  respects in which it does not agree.  Ernst &
Young LLP's  letter,  dated May 9, 2000,  is attached as Exhibit 99.1 hereto and
incorporated by reference.

          Simultaneously with the dismissal of its former auditors,  the Company
engaged Arthur Andersen LLP to act as its  independent  auditors as successor to
Ernst & Young  LLP.  During  the two most  recent  fiscal  years and  subsequent
interim  periods,  the  Company  has not  consulted  with  Arthur  Andersen  LLP
regarding (i) either the  application  of  accounting  principles to a specified
transaction,  either  completed or proposed,  or the type of audit  opinion that
might be rendered on the Company's financial statements, or (ii) any matter that
was either the subject of disagreement on any matter of accounting principles or
practices,  financial statement  disclosure or auditing scope or procedures or a
reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

          The Audit Committee of the Company's  Board of Directors  approved the
dismissal  of  Ernst  & Young  LLP  and  appointed  Arthur  Andersen  LLP as the
Company's  independent auditors and those actions were ratified by the Company's
Board of Directors.

Item 7.   Financial Statements and Exhibits.

          (a)  Not applicable.

          (b)  Not applicable.

          (c)  Exhibits. The following exhibit is being filed herewith:

               (99.1) Letter from Ernst & Young LLP, dated May 9, 2000,
                      to the Securities and Exchange Commission.



                                      -2-
<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:  May 15, 2000                          By:  /s/ Charles L. Szews
                                                --------------------------------
                                                  Charles L. Szews
                                                  Executive Vice President and
                                                    Chief Financial Officer



                                      -3-
<PAGE>


                            OSHKOSH TRUCK CORPORATION

                   Exhibit Index to Current Report on Form 8-K
                                Dated May 9, 2000


Exhibit
Number       Description
- -------      -----------

(99.1)       Letter from Ernst & Young LLP, dated May 9, 2000, to the Securities
             and Exchange Commission.



                                      -4-



                                                                  EXHIBIT (99.1)


May 9, 2000



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549


Gentlemen:

We have read Item 4 of Form 8-K dated May 9, 2000 of Oshkosh  Truck  Corporation
and are in agreement with the statements contained in paragraphs 1 and 2 on page
2 therein.  We have no basis to agree or disagree  with other  statements of the
registrant contained therein.



                                                     /s/ Ernst & Young LLP

                                                     Ernst & Young LLP



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