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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 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
January 3, 2001
---------------
Dear Fellow Oshkosh Truck Shareholder:
You are cordially invited to attend our Annual Meeting of Shareholders on
Monday, February 5, 2001 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 1990 Incentive
Stock Plan that, among other things, will increase the number of shares of
Common Stock that the Company can issue under the Plan.
At the meeting, if you are a holder of Common Stock, we will ask you to
elect three directors.
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.
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
Chairman, President and Chief Executive Vice President, General Counsel
Executive Officer and Secretary
<PAGE>
[Oshkosh Logo]
Oshkosh Truck Corporation
January 3, 2001
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The 2001 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, February 5, 2001 at
10:00 a.m., for the following purposes:
1. To elect the Board of Directors;
2. To have Class A Common Stock Shareholders consider an amendment to the
Company's 1990 Incentive Stock Plan; and
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 22, 2000 are
entitled to vote at the Annual Meeting. A copy of the Annual Report of the
Company for the fiscal year ended September 30, 2000 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......................................................2
The Board of Directors......................................................2
Committees of the Board of Directors........................................4
Compensation of Directors...................................................5
REPORT OF THE AUDIT COMMITTEE..................................................6
STOCK OWNERSHIP................................................................6
Stock Ownership of Directors, Executive Officers and
Other Large Shareholders.............................................6
Compliance with Section 16(a) Beneficial Ownership Reporting................8
STOCK PRICE PERFORMANCE GRAPH..................................................8
EXECUTIVE COMPENSATION.........................................................9
Summary Compensation Table..................................................9
Stock Options..............................................................10
Pension Plans..............................................................11
Executive Employment and Severance Agreements and Other Agreements.........13
Report of the Human Resources Committee....................................15
PROPOSALS REQUIRING YOUR VOTE.................................................17
Proposal 1.................................................................17
Proposal 2.................................................................18
SELECTION OF INDEPENDENT AUDITORS.............................................22
OTHER MATTERS.................................................................22
COST OF SOLICITATION..........................................................22
APPENDIX A....................................................................23
<PAGE>
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 2001 Annual
Meeting of Shareholders.
We are mailing this Proxy Statement, proxy card(s) and the 2000 Annual
Report of Oshkosh Truck Corporation to shareholders beginning January 3, 2001.
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 22, 2000, the record date for voting at the Annual Meeting, then you
are entitled to vote at the Annual Meeting. On the record date, 421,943 shares
of Class A Common Stock were entitled to vote and 16,250,214 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. We
explain each of these procedures more fully 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, please 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 "for" or "against" 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, for Class A
shareholders, in favor of the proposed amendment to our 1990 Incentive Stock
Plan. 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 shares 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 three 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 of 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 1990 Incentive Stock Plan. The affirmative
vote of a majority of the shares of Class A Common Stock represented and voted
at the Annual Meeting is required to approve the amendment to our 1990 Incentive
Stock Plan. If you do not vote, whether by "broker non-vote" or otherwise,
except abstentions, then your vote will not count for, or against, the
amendment. Abstentions will have the same effect as votes against the amendment
to our 1990 Incentive Stock Plan.
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, then 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 22, 2000, the record date
for voting at the Meeting.
If you sign and return the card on time, then the trust company will vote
the shares as you have directed.
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 ten directors. Nine 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 Chairman, President and Chief Executive
Officer of the Company, also is a director.
2
<PAGE>
The Board of Directors met six times during 2000. All directors attended at
least 90%, and on average 98%, of the meetings of the Board and the committees
on which they served in 2000.
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 62
Robert G. Bohn 47 Chairman, President and Chief
Executive Officer
General (Ret.) Frederick M. Franks, Jr. 64
Michael W. Grebe 60
Kathleen J. Hempel 50
Stephen P. Mosling 54
J. Peter Mosling, Jr. 56
Nominees for Holders of Common Stock
Name Age Office, if any, Held in Company
---- --- -------------------------------
Daniel T. Carroll 74
Donald V. Fites 66
Richard G. Sim 56
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,
and Chairman of the Board in January 2000. 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 the Board of Directors and he
served in that capacity until January 2000. He is Chairman of The Carroll Group,
a management consulting firm located in Avon, Colorado. Mr. Carroll also is a
director of Aon Corp.; A.M. Castle & Company; American Woodmark Corporation;
Comshare, Inc.; Diversa, Inc.; Wolverine World Wide, Incorporated; and Woodhead
Industries, Inc.
DONALD V. FITES - Mr. Fites was elected a Director of the Company on
September 19, 2000. He was the Chairman and Chief Executive Officer of
Caterpillar, Inc., a manufacturer of heavy machinery, from 1990 until his
retirement in June 2000 and was a member of its Board of Directors from 1986
until June 2000. Mr. Fites is also a director of AK Steel Holding Corporation,
AT&T Corp., Exxon Mobil Corporation, Georgia-Pacific Corporation and Wolverine
World Wide, Incorporated.
GENERAL (RET.) FREDERICK M. FRANKS, JR. (U.S. ARMY) - General 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
3
<PAGE>
Army in 1994. He is an occasional consultant to Cypress International, a
Washington, D.C. consulting firm, from which the Company purchases consulting
services on government contract matters. He has not consulted with this firm on
any matter concerning the Company.
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 2000 and
will similarly do so in 2001.
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, Kennametal, Inc. 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, President and Chief Executive Officer of APW, Ltd.,
Waukesha, Wisconsin, which manufactures electronic enclosure systems. He also is
Chairman and a member of the Board of Directors of Actuant Corporation, of
Waukesha, Wisconsin, which manufactures hydraulic equipment. He is a member of
the Board of Directors of APW, Ltd., Actuant Corporation and 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 Michael W. Grebe*
Daniel T. Carroll General (Ret.) Frederick M. Franks, Jr.
Michael W. Grebe J. Peter Mosling, Jr.
Richard G. Sim*
Executive Committee Human Resources Committee
------------------- -------------------------
Robert G. Bohn J. William Andersen
Daniel T. Carroll* General (Ret.) Frederick M. Franks, Jr.
J. Peter Mosling, Jr. Kathleen J. Hempel*
Stephen P. Mosling
4
<PAGE>
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 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. See
Appendix A. All members of the Audit Committee are non-employee directors.
The Audit Committee met three times during 2000. 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. See "Report of Audit Committee" on page 6.
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 eight times during 2000.
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 four
times during 2000. 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 one time in 2000. All members of the Human Resources Committee are
non-employee directors.
Compensation of Directors
In 2000, 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 1,000 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.
5
<PAGE>
In addition to fees for service as a Director in 2000, Mr. Carroll received
$52,500 for service as Chairman of the Board.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Board of Directors is responsible for providing
independent, objective oversight of the Company's accounting functions and
internal controls. The Audit Committee acts under a written charter first
adopted and approved by the Board of Directors in 1997. A copy of the Audit
Committee Charter is attached to this Proxy Statement as Appendix A. Each of the
members of the Audit Committee is independent as defined by Company policy and
the Nasdaq listing standards.
This year the Audit Committee reviewed the Audit Committee Charter and made
a number of changes to reflect the new Audit Committee standards set forth in
SEC and Nasdaq regulations. Generally, these changes reflect increased
specificity in the Audit Committee Charter rather than changes in the Audit
Committee's practices.
The Audit Committee reviews the Company's financial reporting process on
behalf of the Board of Directors. In fulfilling its responsibilities, the Audit
Committee has reviewed and discussed the audited financial statements contained
in the 2000 Annual Report on Form 10-K with the Company's management and
independent accountants. Management is responsible for the financial statements
and the reporting process, including the system of internal controls. The
independent accountants are responsible for expressing an opinion on the
conformity of those audited financial statements with accounting principles
generally accepted in the United States.
The Audit Committee discussed with the independent accountants matters
required to be discussed by Statement on Auditing Standards No. 61,
"Communication with Audit Committees," as amended. In addition, the Company's
independent accountants provided to the Audit Committee the written disclosures
required by the Independence Standards Board Standard No. 1, "Independence
Discussions with Audit Committees," and the Audit Committee discussed with the
independent accountants their independence.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors (and the Board has approved)
that the audited financial statements be included in the Company's Annual Report
on Form 10-K for the fiscal year ended September 30, 2000, for filing with the
SEC.
AUDIT COMMITTEE
Richard G. Sim, Chair
J. William Andersen
Daniel T. Carroll
Michael W. Grebe
STOCK OWNERSHIP
At the close of business on December 22, 2000, there were 421,943 shares of
Class A Common Stock and 16,250,214 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 10, 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.
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<PAGE>
"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
November 30, 2000 as, for example, through the exercise of a stock option.
Information about Common Stock ownership is as of November 30, 2000. 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.
<TABLE>
<CAPTION>
Class A Common
------------------------ ------------------------
Percent of Percent of
Shares Class Shares Class
------ ---------- ------
<S> <C> <C> <C> <C>
J. William Andersen (3)(4) 0 * 5,750 *
Robert G. Bohn (3) 0 * 148,748 *
Daniel T. Carroll (3) 0 * 9,000 *
Timothy M. Dempsey (3)(5) 2,970 * 99,575 *
Donald V. Fites 0 * 1,000 *
General (Ret.) Frederick M. Franks, Jr. (3)(6) 0 * 3,300 *
Michael W. Grebe (3) 0 * 10,000 *
Kathleen J. Hempel 0 * 3,000 *
Paul C. Hollowell (3) 0 * 61,029 *
Daniel J. Lanzdorf (3) 0 * 41,443 *
J. Peter Mosling, Jr. (1)(2)(3) 179,719 42.59% 244,938 1.51%
Stephen P. Mosling (1)(2)(3) 181,338 42.98% 457,197 2.81%
Richard G. Sim(3) 0 * 3,000 *
Charles L. Szews (3) 0 * 78,188 *
All Directors and executive officers as a 364,027 86.27% 1,113,368 6.85%
Group (16 persons)(3)(7)
Lord, Abbett & Co. (8) 0 * 999,719 6.15%
------------------
*The amount shown is less than 1% of the outstanding shares of such class.
(1) Amounts shown include 138,516 shares of Common Stock held by Mr. Stephen P. Mosling as trustee of a
trust for benefit of a related party and 52,800 shares of Common Stock held by Messrs. Mosling and an
unrelated third party as trustees of a trust for the 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
like number of shares of Common Stock. Were that to occur, a consequence would be the automatic conversion,
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 9,000 shares of Common Stock for J. Peter Mosling, Jr., 9,000 shares of Common
Stock for Stephen P. Mosling, 135,667 shares of Common Stock for Robert G. Bohn, 51,333 shares of Common Stock
for Paul C. Hollowell, 41,333 shares of Common Stock for Timothy M. Dempsey, 64,167 shares of Common Stock for
Charles L. Szews, 40,708 shares of Common Stock for Daniel J. Lanzdorf, 3,000 shares of Common Stock for J.
William Andersen, 9,000 shares of Common Stock for Daniel T. Carroll, 9,000 shares of Common Stock for Michael
W. Grebe, 3,000 shares of Common Stock for General (Ret.) Frederick M. Franks, Jr., 3,000 shares of Common
Stock for Kathleen M. Hempel, 3,000 shares of Common Stock for Richard G. Sim, and
7
<PAGE>
504,250 shares of Common Stock for Directors and executive officers as a group represented by stock options
exercisable within 60 days of November 30, 2000.
(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 do include 10,574 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) In determining the aggregate beneficial ownership of shares of Common Stock for all Directors and
executive officers as a group, shares which are beneficially owned by more than one director have been counted
only once to avoid overstatement.
(8) Amount shown is as described in Schedule 13G filing with the Securities and Exchange Commission on
February 8, 2000. Percent of class shown is without inclusion of options exercisable as depicted in footnote
(3) above. Lord, Abbett & Co. is located at 90 Hudson Street, Jersey City, New Jersey 07302, and manages
investment accounts.
</TABLE>
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 2000.
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 S&P SmallCap 600 Market Index; (2) the companies on the Nasdaq
Market Index; and (3) the companies currently in the "Media General Financial
Services" Standard Industry Classification Code 371 Index (motor vehicles and
equipment) (the "SIC Code 371 Index"). The Company believes that the S&P
SmallCap 600 Market Index more accurately reflects companies with comparable
market capitalizations for comparison with the performance of the Common Stock
than the Nasdaq Market Index, and is replacing the Nasdaq Market Index in the
graph and table with the S&P SmallCap 600 Market Index.
The comparisons assume that $100 was invested on September 30, 1995 in each
of: our Common Stock, the S&P SmallCap 600 Market Index, the Nasdaq Market Index
and the SIC Code 371 Index. The total return assumes reinvestment of dividends.
The 2000 return is based on closing prices per share on September 29, 2000. On
that date, the closing price for our Common Stock was $38.75.
8
<PAGE>
Comparison of 5 Year Stock Returns
Oshkosh Truck Corporation
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
1995 1996 1997 1998 1999 2000
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Oshkosh Truck Corporation $100.00 $76.36 $117.68 $181.50 $293.83 $432.35
------------------------------------------------------------------------------------------------------------------------
S&P SmallCap 600 Market Index $100.00 $115.31 $157.94 $133.70 $157.15 $195.14
------------------------------------------------------------------------------------------------------------------------
Nasdaq Market Index $100.00 $116.75 $158.69 $164.91 $266.79 $364.95
------------------------------------------------------------------------------------------------------------------------
SIC Code 371 Index $100.00 $112.63 $140.34 $126.82 $162.10 $155.10
------------------------------------------------------------------------------------------------------------------------
</TABLE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table shows the compensation of the Chief Executive Officer
and the other four most highly compensated executive officers of the Company
(the "Named Officers") for 2000, 1999 and 1998.
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<TABLE>
SUMMARY COMPENSATION TABLE
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ANNUAL COMPENSATION
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<CAPTION>
Long-Term
Compensation
Awards All Other
Name and Principal Position Salary Bonus Stock Options Compensation
Year ($) ($) (#) ($)(1)
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<S> <C> <C> <C> <C> <C>
Robert G. Bohn 2000 600,000 720,000 100,000 2,550
Chairman, President and Chief 1999 500,000 600,000 50,000 2,400
Executive Officer 1998 385,000 385,000 123,750 2,400
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Charles L. Szews 2000 293,000 234,400 25,000 2,550
Executive Vice President and 1999 257,000 205,600 20,000 2,400
Chief Financial Officer 1998 230,000 204,100 57,750 2,063
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Timothy M. Dempsey 2000 249,000 199,200 12,000 2,496
Executive Vice President, General 1999 239,000 191,200 10,000 2,583
Counsel and Secretary 1998 230,000 154,100 49,500 2,115
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Daniel J. Lanzdorf 2000 236,000 188,800 20,000 1,990
Executive Vice President, and 1999 210,000 168,000 16,000 33,859
President, McNeilus 1998 165,000 110,550 38,250 26,713
Companies, Inc.
--------------------------------------------------------------------------------------------------------------------------
Paul C. Hollowell 2000 228,000 182,400 15,000 2,550
Executive Vice President and 1999 215,000 172,000 10,000 2,400
President, Defense 1998 210,000 140,700 49,500 6,383
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----------------------
(1) For all named executive officers, the amounts reflected for 2000 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 2000,
none of which will be effective unless holders of Class A Common Stock approve
the amendment to the Plan.
<TABLE>
Option Grants in 2000 Fiscal Year
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<CAPTION>
Potential Realizable Value
at Assumed Annual Rates
Individual Grants of Stock Price Appreciation
for Ten-Year Grant Term(2)
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Percent of
Total Options Exercise At 5% At 10%
Options Granted to or Base Annual Annual
Granted Employees in Price Expiration Growth Growth Rate
Name (#)(1) Fiscal Year ($/Share) Date Rate($) ($)
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert G. Bohn 100,000 37.67 33.125 10/19/10 2,083,213 5,279,272
Charles L. Szews 25,000 9.42 33.125 10/19/10 520,803 1,319,818
Timothy M. Dempsey 12,000 4.52 33.125 10/19/10 249,986 633,513
Daniel J. Lanzdorf 20,000 7.53 33.125 10/19/10 416,643 1,055,854
Paul C. Hollowell 15,000 5.65 33.125 10/19/10 312,482 791,891
----------------------
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(1) The options reflected in the table (which are non-qualified options for purposes of the Internal Revenue Code) vest
ratably over the three-year period from the date of grant.
(2) This presentation is intended to disclose the potential value which would accrue to the optionee if the option were
exercised the day before it would expire and if the per share value had appreciated at the compounded annual rate indicated
in each column. The assumed rates of appreciation of 5% and 10% are prescribed by the rules of the Securities and Exchange
Commission regarding disclosure of executive compensation. The assumed annual rates of appreciation are not intended to
forecast possible future appreciation, if any, with respect to the price of our Common Stock.
</TABLE>
The following table sets forth information about exercises of stock options
by Named Officers in 2000, and the number and value of unexercised stock options
they held as of September 30, 2000.
<TABLE>
Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
<CAPTION>
Shares Number of Unexercised Value of Unexercised
Acquired Options at Fiscal Year- Options at Fiscal Year-
on Value End(#) End($)(1)
Exercise Realized
(#) ($) Exercisable Unexercisable Exercisable Unexercisable
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert G. Bohn 0 0 123,167 174,583 2,930,586 1,881,039
Charles L. Szews 0 0 57,917 57,583 1,392,232 737,018
Timothy M. Dempsey 0 0 36,333 35,167 862,331 539,919
Daniel J. Lanzdorf 1,125 36,534 39,458 43,417 937,393 514,482
Paul C. Hollowell 20,000 566,127 46,333 38,167 1,156,497 556,794
-------------------
(1) 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>
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 participant, 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 Employees Retiring at Age 65 (1)
Highest 5 Consecutive ______________________________________________________________________________________________
Calendar Years Years of Service
Completed Before ______________________________________________________________________________________________
Retirement (2) 5 10 15 20 25 30+
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <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
170,000+ 14,167 28,333 42,500 56,667 70,833 85,000
----------------------
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(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. As of
January 1, 2000, this amount was increased to $170,000. 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 $170,000 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, 2000, years of participating service under the
pension plan were 8.5 years for Mr. Bohn, 4.5 years for Mr. Szews, 5.0 years for
Mr. Dempsey, 9.5 years for Mr. Hollowell, and 20.8 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"):
Average Annual Years of Service
Compensation in 3
Consecutive Calendar Years 5 10 15 20+
Completed Before
Retirement
--------------------------------------------------------------------------------
$500,000 $62,500 $125,000 $187,500 $250,000
$700,000 87,500 175,000 262,500 350,000
$900,000 112,500 225,000 337,500 450,000
$1,100,000 137,500 275,000 412,500 550,000
$1,300,000 162,500 325,000 487,500 650,000
$1,600,000 200,000 400,000 600,000 800,000
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
59, 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
20 years of employment after April 30, 1992 (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. In addition, under an amendment to his
employment agreement in 2000, if there were to occur a "Change in Control" of
the Company, as defined in his
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executive severance agreement, the Company shall pay to Mr. Bohn in a single
distribution the then present value of his accrued and vested Supplemental
Retirement Plan. 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, 2000, Mr. Bohn had 8.5 years of
Benefit Service under the Supplemental Retirement Benefit.
In 2000 the Company agreed to provide Messrs. Szews, Dempsey, Hollowell and
Lanzdorf supplemental retirement benefits that vest at the rate of 2% of final
average three years base salary times years of service up to 20 years. This
benefit is subject to offsets for payments under the Company's pension plan, for
Company matching 401(k) plan payments, and for 50% of social security benefits,
and has an upper ceiling, reduced by such offsets, of 40% of final average three
years base salary.
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 each of the Named Officers other than Mr. Bohn, assuming retirement
age 65, pursuant to the Oshkosh Truck Executive Retirement Plan (the "Executive
Retirement Plan"):
Average Annual Years of Service
Compensation in 3
Consecutive Calendar Years 5 10 15 20+
Completed Before
Retirement
--------------------------------------------------------------------------------
$150,000 $15,000 $30,000 $45,000 $60,000
$200,000 20,000 40,000 60,000 80,000
$250,000 25,000 50,000 75,000 100,000
$300,000 30,000 60,000 90,000 120,000
$350,000 35,000 70,000 105,000 140,000
$400,000 40,000 80,000 120,000 160,000
Under the Executive Retirement Plan, certain officers of the Company,
including the Named Officers other than Mr. Bohn, are entitled to receive upon
retirement a monthly benefit equal to 24% of their average monthly compensation
(base pay only) at age 55 increasing to 40% of average monthly compensation
(base pay only) at age 62, prorated if the executive has less than 20 years of
service at retirement. This amount is reduced by the amount of any pension
payable by the Company under the Pension Plan, the annuity value of the
executive's 401(k) plan match and 50% of the executive's social security
benefit. Average monthly compensation is based on the average of the executive's
compensation for the highest three consecutive years prior to retirement or
termination. The executive's spouse is entitled to receive 50% of the Executive
Retirement Plan benefit that would have been payable in the event of the
executive's death. Compensation covered by the Executive Retirement Plan
generally corresponds with base salary only. As of September 30, 2000, the years
of benefit service under the Executive Retirement Plan were 4.5 years for Mr.
Szews, 5.0 years for Mr. Dempsey, 9.5 years for Mr. Hollowell and 20.8 years for
Mr. Lanzdorf.
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,
2003. The term of employment is renewed automatically for successive one-year
periods after September 30, 2003, unless either party gives notice of
non-renewal at least two years prior to September 30, 2003, 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
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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, 2001. 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.
The Company has executive severance agreements with Messrs. Bohn, Szews,
Dempsey, Hollowell and Lanzdorf 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 executive severance agreements, after a change in control of the
Company (as defined in the agreements), if the executive's employment is
terminated by the Company other than by reason of death, disability or for cause
(as defined in the agreements) or by the executive for good reason (as defined
in the agreements), then the executive is entitled to a cash termination payment
and other benefits. The termination payment will be equal to the sum of the
executive's annual salary 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 but not less than one). The executive also is
entitled to additional pension benefits equal to the difference between the
amount he would actually be entitled to receive on retirement and the amount to
which he would have been entitled to receive had he continued to work until the
earlier of age 65 or the number of years remaining in the employment period (up
to three). In addition, the agreements provide for outplacement services and
continuation for up to three years of life insurance, hospitalization, medical
and dental coverage and other welfare benefits as in effect at the termination.
The agreements provide that if the payments under the agreement are an "excess
parachute payment" for purposes of the Internal Revenue Code, then the Company
will pay the executive the amount necessary to offset the 20% excise tax imposed
by the Internal Revenue Code and any additional taxes on this payment.
In addition, the agreements provide 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.
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, 2000 Mr. S.P. Mosling was 54 and Mr. J.P. Mosling, Jr. was 56); (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.
14
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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 Chairman, 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 2000, the Board did not modify or reject in any material
way any recommendation of the Committee.
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 2000, the risk component of
executive officer compensation was based upon sales growth and earnings
performance, and return on invested capital. For all Named Officers other than
Mr. Bohn, 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,
and return on invested capital. 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 threshold of 20% of
base salary in the event of increases in net sales and earnings per-share, and
returns on invested capital 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 Messrs. Hollowell and
Lanzdorf, the respective percentages were as for the Named Officers other than
Mr. Bohn, but there also were pre-established target levels of increases in
operating earnings and returns on invested capital of the Defense business and
of McNeilus Companies, Inc., respectively.
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 five 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.
Base Salary
The Committee has established executive base salaries within the
competitive 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 2000, base salaries for executive officers, as a
group, were below the median of competitive salaries.
15
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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 2000, the performance measures that were established were net sales
growth, an earnings per share goal, and a return on invested capital, and for
Messrs. Hollowell and Lanzdorf, respectively, an operating income goal for the
Defense business and McNeilus Companies, Inc. Generally, earnings per share
growth was valued proportionately as three times more important than net sales
growth or return on invested capital.
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
2000, 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 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 after the date of grant.
2000 Chief Executive Officer Compensation
The Human Resources Committee reviews and recommends the compensation of
Mr. Bohn, Chairman, 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 2000,
the Committee considered the competitive data available for similarly situated
Chief Executive Officers; the minimum base salary under Mr. Bohn's employment
agreement with the Company; the Company's success in exceeding its 1999 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 2000 was
positioned 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 2000, these measures were an earnings per
share goal, an annual sales growth objective and a return on invested capital.
Having exceeded the maximum goal in all respects, Mr. Bohn was awarded a bonus
of $720,000.
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
16
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industrial companies, Mr. Bohn was awarded 100,000 stock options on September
19, 2000 at an exercise price of $33.125 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 was designed to permit awards made under it to
qualify for the Code's exception for "performance-based compensation." While
Section 162(m) will limit the Company's tax deduction for a portion of the
incentive compensation the Company paid to its Chief Executive in fiscal 2000,
the amendments to the 1990 Plan that the Company is requesting shareholders to
approve will enable the Company to pay incentive compensation in the future that
is fully deductible.
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.
HUMAN RESOURCES COMMITTEE
Kathleen J. Hempel, Chair
J. William Andersen
General (Ret.) 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 vote "for" or `"against"
(only for proposal 2 as to Class A Common Stock shareholders) 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 2000 Annual Meeting. If the Class
A Common Stock shareholders re-elect them, then 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, General (Ret.)
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.
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<PAGE>
Election of Common Stock Directors
The Board has nominated three 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, except for Mr. Fites, was elected at the 2000
Annual Meeting. If the Common Stock shareholders re-elect them, then they will
hold office until the next Annual Meeting, or until their successors have been
elected and qualified.
The nominees are: Daniel T. Carroll, Donald V. Fites, 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 1990 Incentive Stock Plan.
Summary of Proposal
General. In 1991, Class A Common Stock shareholders of the Company approved
the Oshkosh Truck Corporation 1990 Incentive Stock Plan (the "1990 Plan"). As a
result of previous amendments to the 1990 Plan by the shareholders and as
adjusted for the 3-for-2 split of the Company's Common Stock in 1999, the 1990
Plan authorized the issuance of up to 1,252,753 shares of Common Stock prior to
the Board of Directors adopting on September 19, 2000 the proposed amendment to
increase the number of shares of Common Stock that the Company can issue under
the 1990 Plan. Prior to the grant of options on September 19, 2000, which are
subject to shareholder approval of the amendments to the 1990 Plan, awards
covering an aggregate of 1,061,178 shares of Common Stock were outstanding under
the 1990 Plan. The Board of Directors wishes to continue the 1990 Plan and
accordingly is seeking the approval of holders of Class A Common Stock to amend
the 1990 Plan to authorize the issuance of an additional 900,000 shares of
Common Stock under the plan and to effect certain other changes to the plan
described below. If the amended 1990 Plan is approved, then the aggregate number
of shares authorized to be issued under the 1990 Plan will be 2,152,753. The
Restated Articles of Incorporation of the Company authorize the issuance of
1,000,000 shares of Class A Common Stock and 60,000,000 shares of Common Stock.
There were 421,934 shares of Class A Common Stock and 61,250,214 shares of
Common Stock issued and outstanding as of December 22, 2000 and the market value
of one share of Common Stock as of that date was $41.125. The following is a
summary discussion of the amended 1990 Plan. Copies of the complete amended 1990
Plan are available without charge upon written request mailed to the Secretary
of the Company at the Company's address set forth on the face of this Proxy
Statement.
Participation. The amended 1990 Plan, which is administered by the Human
Resources Committee, provides for the granting to key employees of the Company
and its subsidiaries of stock options and/or restricted stock. Currently,
approximately eleven employees are eligible to participate in the 1990 Plan. The
number of participants could increase based upon future growth by the Company.
The selection of participants will be based upon the Human Resources Committee's
opinion that the participant is in a position to contribute materially to the
Company's continued growth and development and to its long-term financial
success. Under the 1990 Plan, nonemployee directors of the Company also receive
grants of stock options. The Company currently has nine nonemployee directors.
Stock Subject to the 1990 Plan. The amended 1990 Plan provides for the sale
or grant of up to 2,152,753 shares (either authorized but unissued shares or
treasury shares) of Common Stock, subject to adjustment as described below. If
an option granted under the 1990 Plan expires, is canceled or terminated
unexercised as to any shares, or if the Company acquires any shares subject to a
restricted stock grant, then such shares will again be available for issuance
under the 1990 Plan. If the amended 1990 Plan is approved, then the maximum
number of shares of Common Stock subject to issuance pursuant to options granted
under the 1990 Plan in any five year period to any one person will increase from
225,000 to 600,000, subject to adjustment as described below.
18
<PAGE>
In the event of any change in the outstanding Common Stock by reason of a
stock dividend or split, recapitalization, merger, combination, spin-off,
exchange of shares or other similar corporate change, the Human Resources
Committee will adjust the number of shares subject to outstanding options, their
stated option prices, the number of shares subject to the 1990 Plan and the
number of shares that may be issued to any one person. In such event, the Human
Resources Committee may also adjust the number of shares subject to restricted
stock grants.
Options. The amended 1990 Plan provides that, upon the conclusion of each
annual meeting of the shareholders of the Company, each nonemployee director at
such time will be granted a nonqualified option to purchase 3,000 shares of
stock. The exercise price per share of Common Stock subject to an option granted
to a nonemployee director under the amended 1990 Plan is the fair market value
of the Common Stock on the date the option is granted. The options vest ratably
over the three year period from the date of grant and expire ten years after the
date of grant. The option exercise price is payable to the Company in cash, by
tendering shares of Common Stock or by any combination thereof.
Options other than those granted to nonemployee directors will be granted
to participants at such time as the Human Resources Committee will determine.
The Human Resources Committee will also determine the number of options granted
and whether an option is to be an incentive stock option or nonqualified stock
option. The aggregate fair market value of Common Stock with respect to which
incentive stock options are exercisable for the first time by a participant
during any calendar year shall not exceed $100,000. The option price per share
of Common Stock will be fixed by the Human Resources Committee, but will not be
less than the fair market value of the Common Stock on the date of grant. The
Human Resources Committee will determine the expiration date of each option but,
in the case of an incentive stock option, the expiration date will not be later
than the tenth anniversary of the grant date. Options will be exercisable at
such times and be subject to such restrictions and conditions as the Human
Resources Committee deems necessary or advisable, except that options granted to
officers, directors or more than 10% shareholders may not be exercised until at
least six months after the date of grant. No option will be assignable or
transferable by a participant, except by will or the laws of descent and
distribution, and options may be exercised during the life of the participant
only by the participant. At the time of exercise, the option must be paid in
full either (i) in cash or its equivalent, (ii) by tendering shares of
previously acquired stock having a fair market value at the time of exercise
equal to the option price, or (iii) by a combination of (i) and (ii).
Restricted Stock. The Human Resources Committee may grant shares of
restricted stock to such participants, in such amounts, at such times and with
such restriction on transfer as it will determine, except that nonemployee
directors of the Company are not entitled to receive restricted stock grants.
Shares of restricted stock may not be transferred in any way, other than by will
or by the laws of descent and distribution, for the period of time determined by
the Human Resources Committee or prior to the earlier satisfaction of other
conditions specified by the Human Resources Committee as set forth in the
written stock grant. Any restricted stock granted to an officer, director or
more than 10% shareholder may not be sold for at least six months after the date
it is granted. After the period of restriction, the shares of restricted stock
become freely transferable. During the period of restriction, participants will
have sole voting rights, and will be entitled to receive all dividends and other
distributions with respect to restricted shares.
Annual Incentive Awards. If shareholders approve the amendment to the 1990
Plan, then the Human Resources Committee will have the authority to grant annual
incentive awards under the 1990 Plan, payable in cash, to executive officers of
the Company that the Committee selects. These awards will be earned only if
corporate, subsidiary or business unit performance objectives that the Committee
establishes are met. The performance objectives may vary for each executive
officer. The performance objectives will be based upon one or more of the
following with respect to the Corporation or any one or more subsidiaries or
other business units: net sales; cost of sales; gross income; operating income;
earnings before interest and taxes; earnings before interest, taxes,
depreciation and amortization; income from continuing operations; net income;
earnings per share; earnings per share assuming dilution; cash flow; net cash
provided by operating activities; ratio of debt to debt
19
<PAGE>
plus equity; return on shareholder equity; return on invested capital; return on
average total capital employed; return on net assets employed before interest
and taxes; operating working capital; average accounts receivable (calculated by
taking the average of accounts receivable at the end of each month); average
inventories (calculated by taking the average of inventories at the end of each
month); and economic value added. The value of a designated executive officer's
annual incentive award may not exceed $3,000,000.
Change of Control. The Human Resources Committee, either at the time
options or shares of restricted stock are granted or, under certain
circumstances at any time thereafter, may provide for the acceleration of or
accelerate the exercisability of options and/or the last day of the restriction
period for restricted stock upon a change of control of the Company. In
addition, the Human Resources Committee may provide that outstanding annual
incentive awards will be vested and paid out on a prorated basis, based on the
maximum award opportunity of such awards and the number of months of the fiscal
year that have elapsed, upon a change of control of the Company.
Certain Federal Income Tax Consequences. In general, a participant will not
recognize income for federal income tax purposes at the time of grant or
exercise of an incentive stock option. However, upon exercise, the excess of the
fair market value of the stock over the option price is treated as an adjustment
for purposes of the alternative minimum tax. If a participant holds the shares
received on exercise of an incentive stock option for at least two years from
the date of grant and one year from the date of exercise, he or she will
recognize no federal taxable income as a result of exercise. Any gain (or loss)
realized on the disposition of the stock will be treated as long-term capital
gain (or loss), and no deduction will be allowed to the Company. If the holding
period requirements are not satisfied, then the participant will recognize
ordinary income at the time of the disposition equal to the lesser of (i) the
gain realized on the disposition or (ii) the difference between the option price
and the fair market value of the share on the date of exercise. Any additional
gain will be a long-term or short-term capital gain, depending upon the length
of time the shares were held. The Company is entitled to a tax deduction equal
to the amount of ordinary income recognized by the participant.
The grant of a nonqualifed stock option will not result in any taxable
income to a participant or director recipient. A participant or director will
recognize ordinary income upon exercise of a nonqualified stock option. In any
case, the amount of ordinary income recognized will be equal to the excess of
the fair market value of the stock at the time the income is recognized over the
option price. The Company is entitled to a tax deduction in the same amount at
the time the participant or director recipient recognizes ordinary income.
Any cash payments an executive officer receives in connection with
incentive awards are includable in income in the year received. Generally, the
Company will be entitled to deduct the amount the employee includes in income in
the year of payment.
Section 162(m) of the Internal Revenue Code places a $1,000,000 annual
limit on the compensation deductible by the Company paid to certain of its
executives. The limit, however, does not apply to "qualified performance-based
compensation." The Company believes awards of stock options and annual incentive
awards under the 1990 Plan will qualify for the performance-based compensation
exception to the deductibility limit.
Awards to Certain Persons. The option grants to executive officers approved
by the Human Resources Committee on September 19, 2000, will not be effective
unless holders of Class A Common Stock approve the amended 1990 Plan. Set forth
in the table below is information regarding awards of stock options under the
amended 1990 Plan to the persons noted that require shareholder approval of the
amended 1990 Plan:
20
<PAGE>
<TABLE>
<CAPTION>
NEW PLAN BENEFITS
Name and Principal Position Options to Purchase
Common Stock
------------------------------------------------------------------------------------------------------------------------
<S> <C>
Robert G. Bohn, Chairman, President and Chief Executive Officer 100,000
Charles L. Szews, Executive Vice President and Chief Financial Officer 25,000
Timothy M. Dempsey, Executive Vice President, General Counsel and Secretary 12,000
Daniel J. Lanzdorf, Executive Vice President, President of McNeilus Companies, Inc. 20,000
Paul C. Hollowell, Executive Vice President and President, Defense 15,000
Executive Officers as a Group 241,500
Non-Executive Director Group 3,000
(per year per director)
Non-Executive Officer Employee Group 0
</TABLE>
The Human Resources Committee has granted an annual incentive award to Mr.
Bohn under the 1990 Plan relating to fiscal 2001, which will not be effective
unless holders of Class A Common Stock approve the amended 1990 Plan. Based on
information currently available, no other executive officers or employees of the
Company will receive an annual incentive award under the 1990 Plan relating to
fiscal 2001. The following table identifies the fiscal 2001 target award under
the 1990 Plan relating to Mr. Bohn.
NEW PLAN BENEFITS
Name and Principal Position Target Award($)(1)
--------------------------------------------------------------------------------
Robert G. Bohn, Chairman, President and Chief Executive Officer $390,000
---------
(1) Assumes no change in base salary after December 27, 2000.
Except for stock options granted to nonemployee directors on an annual
basis under the amended 1990 Plan, the Company cannot currently determine the
awards that may be granted in the future to the persons named above under the
amended 1990 Plan. Such determinations will be made from time to time by the
Human Resources Committee.
Duration of Plan. The amended 1990 Plan will remain in effect until after
Common Stock subject to it has been purchased or acquired, unless terminated by
the Board of Directors. However, no option or restricted stock may be granted
after September 19, 2010 (which represents an extension from September 21,
2008). In addition, no annual incentive award may be granted for any fiscal
year of the Company after 2005.
Amendment, Modification and Termination. The Board of Directors may amend,
modify or terminate the 1990 Plan at any time, except that, unless approved by
the shareholders, no amendment will (i) change the provisions of the 1990 Plan
regarding option price or increase the maximum number of shares issuable under
the 1990 Plan generally or to any one person (except pursuant to a change in the
number of outstanding shares of Common Stock as described above); (ii) change
the class of individuals for participation in the 1990 Plan; (iii) materially
increase the cost of the 1990 Plan to the Company or materially increase the
benefits to participants under the 1990 Plan; (iv) extend the period during
which options or restricted stock may be granted; (v) extend the maximum period
after the date of grant during which options may be exercised; or (vi) change
the maximum amount of an incentive award that may be granted to one person or
amend the definition of performance goals in the 1990 Plan. Termination,
amendment or modification of the 1990 Plan will not adversely affect the rights
of participants under options or restricted stock previously granted without the
consent of the participants.
The Board of Directors recommends that shareholders vote FOR adoption of
the amendment to the 1990 Incentive Stock Plan.
21
<PAGE>
SELECTION OF INDEPENDENT AUDITORS
On May 9, 2000, the Company dismissed Ernst & Young LLP as its independent
auditors. On the same date, the Company engaged Arthur Andersen LLP to act as
its independent auditors as successor to Ernst & Young LLP. 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.
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.
The independent auditors for the Company for fiscal 2001 will be approved
formally in May 2001.
Representatives of Arthur Andersen 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 2000
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 2002 Annual Meeting
must be received at the offices of the Company, P.O. Box 2566, Oshkosh,
Wisconsin 54903-2566, by September 5, 2001 for inclusion in the Company's 2002
proxy statement. If the Company does not receive notice of a shareholder
proposal submitted otherwise than pursuant to Rule 14a-8 prior to November 19,
2001, then the notice will be considered untimely and the persons named in
proxies solicited by the Board of Directors for the 2002 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. 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
22
<PAGE>
APPENDIX A
OSHKOSH TRUCK CORPORATION
BOARD OF DIRECTORS
AUDIT COMMITTEE CHARTER
AS REVISED ON MAY 9, 2000
--------------------------------------
Purpose
The Audit Committee shall provide assistance to the Company's Board of Directors
in fulfilling its responsibilities to the Company's shareholders relating to the
quality and integrity of the corporate accounting and financial reporting
practices of the Company. In so doing, it is the responsibility of the Audit
Committee to maintain free and open communication between the directors, the
independent auditors, the internal auditors and the financial and operating
management of the Company.
Membership
The Audit Committee of the Board of Directors shall consist of not less than
three members, including the chair, who are solely independent directors, in
accordance with Nasdaq guidelines. Directors with any of the following five
relationships will not be considered independent:
1) Employment by the Company or any of its affiliates for the current
year or any of the past three years;
2) Acceptance of any compensation from the Company or any of its
affiliates in excess of $60,000 during the previous fiscal year, other
than compensation for board service, benefits under a tax-qualified
retirement plan, or non-discretionary compensation;
3) Member of the immediate family of an individual who is, or has been in
any of the past three years, employed by the Company or any of its
affiliates as an executive officer;
4) Partnership in, or a controlling shareholder or an executive officer
of, any for-profit business organization to which the Company made, or
from which the Company received, payments (other than those arising
solely from investments in the Company's securities) that exceed five
percent of the Company's or business organization's consolidated gross
revenues for that year, or $200,000, whichever is more, in any of the
past three years; or
5) Employment as an executive of another entity where any of the
Company's executives serve on that entity's compensation committee.
The members of the Audit Committee shall satisfy these independence requirements
of Nasdaq by December 15, 2000.
Each member of the Audit Committee shall be able to read and understand
fundamental financial statements, including the Company's balance sheet, income
statement and cash flow statement. At least one member of the Audit Committee
must have past employment experience in finance or accounting, requisite
professional certification in accounting or any other comparable experience or
background that results in the individual's financial sophistication, including
being or having been a chief executive officer, chief financial officer or other
senior officer with financial oversight responsibilities.
The members and chair of the Audit Committee will be appointed by the Board of
Directors annually at the Board meeting following the Annual Shareholders'
Meeting. The Audit Committee shall meet at least twice annually and otherwise as
the members of the Audit Committee deem appropriate.
23
<PAGE>
Responsibilities
In carrying out its responsibilities, the Audit Committee believes its policies
and procedures should remain flexible, to best react to changing conditions and
to ensure to the Board of Directors and shareholders of the Company that the
corporate accounting and financial reporting practices of the Company are in
accordance with all applicable legal and accounting requirements and are of a
high quality.
In carrying out its responsibilities, the Audit Committee will:
o Obtain the Board of Directors' approval of this Charter and review and
reassess this Charter as conditions dictate (at least annually).
o Evaluate and recommend annually to the Board of Directors the selection,
and where appropriate, the replacement, of the independent auditors of the
financial statements of the Company, and approve in advance the types and
the extent of management advisory services that management plans to engage
the independent auditors to perform. The independent auditors shall have
ultimate accountability to the Audit Committee and the Board of Directors.
o Obtain from the independent auditors, on an annual basis, a written
statement delineating all relationships between the independent auditors
and the Company, consistent with Independence Standards Board Standard 1.
The Audit Committee shall actively engage in a dialogue with the
independent auditors with respect to any disclosed relationships or
services that may impact the objectivity and independence of the
independent auditors and shall take, or recommend that the Board of
Directors take, appropriate action to oversee the independence of the
independent auditors.
o Meet with the independent auditors and financial management to review the
scope of the proposed annual audit and the audit procedures to be utilized,
the scope for timely quarterly reviews for the current year, and at the
conclusion thereof, the results of the audit and reviews, including any
comments or recommendations made by the independent auditors.
o Review and discuss the quarterly financial results with the Company's Chief
Financial Officer, or Corporate Controller, prior to the public release of
such financial results. The Audit Committee Chairman will represent the
entire Audit Committee for purposes of this discussion; however, the
Chairman can choose to involve the complete Audit Committee if any unusual
occurrences make it appropriate.
o Review with the independent auditors, internal auditors and financial and
accounting personnel, the adequacy and effectiveness of the accounting,
financial and operating controls of the Company. Particular emphasis should
be given to the adequacy of such internal controls to expose any payments,
transactions or procedures that might be deemed illegal, misleading or
otherwise improper.
o Review with the internal auditors and financial and operating management,
the adequacy and effectiveness of internal controls that assure compliance
with all laws and regulations of the United States Department of Defense
and other government authorities with respect to the performance of United
States military contracts.
o Review with management, the internal auditors and the independent auditors,
the management of litigation, compliance with environmental laws and
regulations and other material contingencies of the Company. Particular
emphasis should be given to the adequacy of internal controls to prevent
material losses to the Company from litigation, non-compliance with
environmental laws and regulations or other matters, as well as the
adequacy of the accounting for, and disclosure of, such contingencies in
the Company's financial statements and regulatory reporting.
24
<PAGE>
o Review management's oversight of officer and employee understanding and
compliance with Company policies and practices with regard to proper
business conduct.
o Review and discuss the audited financial statements to be included in the
annual report to shareholders and the Annual Report on Form 10-K with
management and the independent auditors to determine that management and
the independent auditors are satisfied with the disclosure and content of
the financial statements. Review with management and the independent
auditors whether there have been any changes in or adoption of accounting
principles and discuss any other matter required to be communicated to the
Audit Committee by the independent auditors. Also, review with management
and the independent auditors their judgments about the quality and
acceptability of accounting principles and the clarity of the financial
disclosure practices used or proposed to be used, and particularly the
degree of aggressiveness or conservatism of the Company's accounting
principles and underlying estimates.
o Discuss with the independent auditors the matters required to be discussed
by Statement on Accounting Standards No. 61.
o Oversee the internal audit function of the Company including its
independence, the proposed audit plans for the coming year, the
coordination of such plans with the independent auditors and the quality
and timeliness of internal audit activities.
o Receive and review prior to each meeting, a summary of findings from
completed internal audits and a status report on the annual internal audit
plan, with explanations for any deviations from the original plan.
o Review annually the adequacy and competency of the outside professional
firm engaged to perform the Company's internal audit function and, as
necessary, make appropriate recommendations to the Board of Directors to
replace the outside firm. The outside internal audit firm shall have
ultimate accountability to the Audit Committee and the Board of Directors.
o Provide a regular and sufficient opportunity for the internal and
independent auditors to meet with the members of the Audit Committee
without members of management present. Among the items to be discussed in
these meetings are the internal and independent auditors' evaluation of the
Company's financial, accounting and auditing personnel, and the cooperation
that the internal and independent auditors received during the course of
their audits and whether the independent auditors were satisfied with the
quality and integrity of the financial statements.
o Review with the Chief Financial Officer, at least annually, the
capabilities and performance of key members of the finance and accounting
organization at corporate, as well as at the principal business units of
the Company.
o Review, at least annually, the expense reimbursements made to elected
officers of the Company for compliance with the Company's written policies
and practices.
o Make available the minutes of all meetings of the Audit Committee to, or
discuss the matters discussed at each Audit Committee meeting with, the
Board of Directors.
o Investigate any matter brought to its attention within the scope of its
duties, with the power to retain outside resources for this purpose if, in
its judgment, that is appropriate.
o Prepare annually a report of the Audit Committee for inclusion in the
Company's annual proxy statement. The report shall include information
required by the Securities and Exchange Commission.
25
<PAGE>
o Include a copy of the then current Audit Committee Charter as an appendix
to the Company's annual proxy statement at least once every three years, or
more frequently if substantive changes are made to the Charter.
While the Audit Committee has the responsibilities and powers set forth in this
Audit Committee Charter, it is not the duty of the Audit Committee to plan or
conduct audits or to determine that the Company's financial statements are
complete and accurate and are in accordance with generally accepted accounting
principles. This is the responsibility of management and the independent
auditors. Nor is it the duty of the Audit Committee to conduct investigations,
to resolve disagreements, if any, between management and the independent
auditors or to assure compliance with laws and regulations.
26
<PAGE>
<TABLE>
<CAPTION>
CLASS A COMMON STOCK PROXY
OSHKOSH TRUCK CORPORATION
Revocable Proxy for Annual Meeting of Shareholders
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
<S> <C>
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,
February 5, 2001, 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, THEN 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 1990 INCENTIVE STOCK PLAN.
</TABLE>
<TABLE>
PLEASE MARK, SIGN AND DATE BELOW
* DETACH AND RETURN PROMPTLY USING THE ENVELOPE PROVIDED *
OSHKOSH TRUCK CORPORATION 2001 ANNUAL MEETING
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES LISTED IN ITEM 1 AND "FOR" ITEM 2.
<CAPTION>
<S> <C> <C> <C> <C>
1.ELECTION OF CLASS A 1-J. William Andersen 2-Robert G. Bohn |_| FOR all nominees listed to |_| WITHHOLD AUTHORITY
DIRECTORS: 3-General Frederick M. Franks, Jr.(Ret. U.S. Army) the left (except as to vote for all
4-Michael W. Grebe 5-Kathleen J. Hempel specified below). nominees listed to
6-Stephen P. Mosling 7-J. Peter Mosling, Jr. the left.
---------------------------------------------------------
(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 Incentive Stock Plan.
|_| 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.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK PROXY
OSHKOSH TRUCK CORPORATION
Revocable Proxy for Annual Meeting of Shareholders
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
<S> <C>
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,
February 5, 2001, 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, THEN THE PROXY WILL BE VOTED FOR ALL NOMINEES LISTED IN ITEM 1.
</TABLE>
<TABLE>
PLEASE MARK, SIGN AND DATE BELOW
* DETACH AND RETURN PROMPTLY USING THE ENVELOPE PROVIDED *
OSHKOSH TRUCK CORPORATION 2001 ANNUAL MEETING
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES LISTED IN ITEM 1.
<CAPTION>
<S> <C> <C> <C> <C>
1.ELECTION OF DIRECTORS 1 - Daniel T. Carroll 2 - Richard G. Sim |_| FOR all nominees |_| WITHHOLD
listed to the left AUTHORITY to vote
3 - Donald V. Fites (except as specified for all nominees listed
below). to the left.
---------------------------------------------------------
(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. 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.
</TABLE>
<PAGE>
<TABLE>
COMMON STOCK PROXY
OSHKOSH TRUCK CORPORATION
Revocable Proxy for Annual Meeting of Shareholders
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
<CAPTION>
<S> <C>
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, February 5, 2001, 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, THEN THE PROXY WILL BE VOTED FOR ALL NOMINEES LISTED IN ITEM 1.
</TABLE>
<TABLE>
PLEASE MARK, SIGN AND DATE BELOW
* DETACH AND RETURN PROMPTLY USING THE ENVELOPE PROVIDED *
ESPP
OSHKOSH TRUCK CORPORATION 2001 ANNUAL MEETING
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES LISTED IN ITEM 1.
<CAPTION>
<S> <C> <C> <C> <C>
1.ELECTION OF DIRECTORS 1 - Daniel T. Carroll 2 - Richard G. Sim |_| FOR all nominees |_| WITHHOLD
listed to the left AUTHORITY to vote
3 - Donald V. Fites (except as specified for all nominees listed
below). to the left.
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(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.)
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2. 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_________________
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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.
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