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): October 26, 2000
Oshkosh Truck Corporation
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(Exact name of registrant as specified in its charter)
Wisconsin 1-13886 39-0520270
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
P.O. Box 2566, Oshkosh, Wisconsin 54903
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(Address of principal executive offices, including zip code)
(920) 235-9151
(Registrant's telephone number)
Item 7. Financial Statements and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibit is being filed herewith:
(99.1) Script for Analyst Conference Call Held October 26,
2000.
Item 9. Regulation FD Disclosure.
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On October 26, 2000, Oshkosh Truck Corporation (the "Company") held a
conference call for analysts in connection with the announcement of the
Company's earnings for the fourth quarter ended September 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 October 26, 2000. The
Company has adopted a policy that if the Company makes a determination that it
expects earnings for future periods for which projections are contained in the
Script to be lower than those projections, then the Company will publicly
announce such revised projections. The Company's policy also provides that the
Company does not intend to make such a public announcement if the Company makes
a determination that it expects earnings for future periods to be at or above
the projections contained in the Script. Except as set forth above, 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,
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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 ("FMTV")
Competitive Rebuy program; the completion of testing and commencement of
full rate production for the Medium Tactical Vehicle Replacement ("MTVR")
program without delays or failures; the Company's estimates for fiscal 2001
concrete placement activity and related mortgage rates and housing starts
and capital expenditures of large refuse haulers and municipalities; the
Company's ability to double margins in refuse packer manufacturing; and the
Company's estimates for interest costs in fiscal 2001. 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 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 concrete placement
activity, either regionally or nationally. The U.S. concrete placement
industry has experienced significant downturns in the past, which have
materially adversely affected the net sales, profitability and cash flow of
suppliers to the concrete placement 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.
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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, including the Company's acquisition
of Medtec Ambulance Corporation, 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 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.
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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: October 26, 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 October 26, 2000
Exhibit
Number
(99.1) Script for Analyst Conference Call Held October 26, 2000.
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