SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report
(Date of earliest
event reported): July 25, 2000
Oshkosh Truck Corporation
(Exact name of registrant as specified in its charter)
Wisconsin 1-13886 39-0520270
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
P.O. Box 2566, Oshkosh, Wisconsin 54903
(Address of principal executive offices, including zip code)
(920) 235-9151
(Registrant's telephone number)
Item 5. Other Events.
On July 25, 2000, Oshkosh Truck Corporation (the "Company") held a
conference call for analysts in connection with the announcement of the
Company's earnings for the third quarter ended June 30, 2000. A copy of the
script (the "Script") for such conference call is filed as Exhibit 99.1 and is
incorporated by reference herein. An audio replay of such conference call and
the related question and answer session will be available for thirty days on the
Company's web site at www.oshkoshtruck.com.
The information, including without limitation, all forward-looking
statements, contained in the Script or provided in the conference call and
related question and answer session speaks only as of July 25, 2000. The Company
assumes no obligation, and disclaims any obligation, to update information
contained in the Script or provided in the conference call and related question
and answer session. Investors should be aware that the Company may not update
such information until the Company's next quarterly conference call, if at all.
The Script contains, and representatives of the Company made, during
the conference call and the related question and answer session,
"forward-looking statements" that are believed to be within the meaning of the
Private Securities Litigation Reform Act of 1995. All statements other than
statements of historical fact included in the Script or made during the
conference call and related question and answer session, including, without
limitation, statements regarding the Company's future financial position,
business strategy, targets, projected sales, costs, earnings, capital
expenditures and debt levels, and plans and objectives of management for future
operations, are forward-looking statements. In addition, forward-looking
statements generally can be identified by the use of forward-looking terminology
such as "may," "will," "expect," "intend," "estimates," "anticipate," "believe,"
"should" or "plans," or the negative thereof or variations thereon or similar
terminology. Although the Company believes the expectations reflected in such
forward-looking statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important factors that could cause
actual results to differ materially from the Company's expectations include,
without limitation, the following:
Accuracy of Assumptions. The expectations reflected in the
forward-looking statements, in particular those with respect to
projected sales, costs, earnings and debt levels, are based in part on
certain assumptions made by the Company, some of which are referred to
in, or as part of, the forward-looking statements. Such assumptions
include, without limitation, the Company's ability to achieve cost
reductions in the fire and emergency segment; the amount of costs to
the Company to bid for the Family of Medium Tactical Vehicles Future
("FMTV") contract; the completion of testing for the Medium Tactical
Vehicle Replacement ("MTVR") program without delays or failures; the
Company's estimates for fiscal 2001 construction activity and capital
expenditures of large refuse haulers; and the Company's ability to
successfully expand refuse truck manufacturing capacity and realize
significant cost reduction. Although the Company believes such
assumptions are reasonable, there can be no assurance that the
assumptions referred to in the forward-looking statements or otherwise
are accurate or will prove to have been correct. Any assumptions that
are inaccurate or do not prove to be correct could have a material
adverse effect on the Company's ability to achieve the forward-looking
statements.
Cyclical Markets. A decline in overall customer demand in the
Company's cyclical commercial or fire and emergency markets could have
a material adverse effect on the Company's operating performance. The
ready-mix concrete market that the Company serves is
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highly cyclical and impacted by the strength of the economy generally,
by prevailing mortgage and other interest rates, by the number of
housing starts and by other factors that may have an effect on the
level of construction activity, either regionally or nationally. The
U.S. construction industry has experienced significant downturns in the
past, which have materially adversely affected the net sales,
profitability and cash flow of suppliers to the construction industry,
including the Company, and it is likely that the industry will
experience similar downturns at some point in the future. An economic
recession similarly may adversely effect the waste management industry
and may reduce expenditures for fire and emergency equipment.
U.S. Government Contracts. The Company is dependent on U.S.
government contracts for a substantial portion of its business. That
business is subject to the following risks, among others, that could
have a material adverse effect on the Company's operating performance:
o The Company's business is susceptible to changes in the U.S.
defense budget, which may reduce revenues expected from the
Company's defense business.
o The U.S. government may not appropriate expected funding for
the Company's U.S. government contracts, which may prevent the
Company from realizing revenues under current contracts.
o Most of the Company's U.S. government contracts are
fixed-price contracts and the Company's actual costs may
exceed its projected costs, which could result in lower
profits or net losses under these contracts.
o Certain of the Company's U.S. government contracts could be
suspended or terminated or could expire in the near future and
not be replaced, which could reduce expected revenues from
these contracts.
o The Company's U.S. government contracts are subject to audit,
which could result in adjustments of the Company's costs and
prices under these contracts.
Completion and Financing of Acquisitions. A substantial
portion of the Company's growth in the past four years has come through
acquisitions, and the Company's growth strategy is based in part upon
acquisitions. The Company may not be able to identify suitable
acquisition candidates, obtain financing for future acquisitions or
complete future acquisitions, which could adversely effect the
Company's future growth. If any future acquisitions are completed, the
Company may not be able to integrate the acquired businesses or operate
them profitably, and any such future acquisitions could be dilutive to
the Company's earnings per share. The Company's level of indebtedness
may increase in the future if the Company finances acquisitions with
debt, which would cause the Company to incur additional interest
expense and could increase the Company's vulnerability to general
adverse economic and industry conditions and limit the Company's
ability to obtain additional financing. If the Company issues shares of
its stock as currency in any future acquisitions, then the Company's
earnings per share may be diluted as a result of the issuance of such
stock.
Interruptions in the Supply of Parts and Components. The
Company may in the future experience significant disruption or
termination of the supply of some of the Company's parts, materials,
components and final assemblies that the Company obtains from sole
source
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suppliers or subcontractors or incur a significant increase in the cost
of these parts, materials, components or final assemblies. Such
disruptions, terminations or cost increases could delay sales of the
Company's trucks and truck bodies and could result in a material
adverse effect on the Company's financial condition, profitability and
cash flows.
Competition. The Company operates in highly competitive
industries. Several of the Company's competitors have greater
financial, marketing, manufacturing and distribution resources than the
Company. There can be no assurance that the Company's products will
continue to compete successfully with the products of competitors or
that the Company will be able to retain its customer base or to improve
or maintain its profit margins on sales to its customers, all of which
could adversely affect the Company's financial condition, profitability
and cash flows.
Additional information concerning factors that could cause actual
results to differ materially from those in the forward-looking statements is
contained from time to time in the Company's filings with the Securities and
Exchange Commission, including, but not limited to, the Company's prospectus
dated November 18, 1999 included in the Company's Registration Statement on Form
S-3 No. 333-87149. All subsequent written and oral forward-looking statements
attributable to the Company, or persons acting on its behalf, are expressly
qualified in their entirety by the cautionary statements contained in this
Current Report on Form 8-K and the Company's other filings with the Securities
and Exchange Commission.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibit is being filed
herewith:
(99.1) Script for Analyst Conference Call Held July 25,
2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
OSHKOSH TRUCK CORPORATION
Date: July 25, 2000 By: /s/ Charles L. Szews
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Charles L. Szews
Executive Vice President and
Chief Financial Officer
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OSHKOSH TRUCK CORPORATION
Exhibit Index to Current Report on Form 8-K
Dated July 25, 2000
Exhibit
Number
(99.1) Script for Analyst Conference Call Held July 25, 2000.
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