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): March 16, 2001
Oshkosh Truck Corporation
(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 March 16,
2001.
Item 9. Regulation FD Disclosure.
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On March 16, 2001, Oshkosh Truck Corporation (the "Company") held a
conference call for analysts in connection with the Company's announcement that
it expects earnings for the second quarter ending March 31, 2001 and for the
remainder of the fiscal year ending September 30, 2001 to be lower than
previously projected. 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 March 16, 2001. 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 that fact. 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 the Company believes 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. The Company cannot provide any 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
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in, or as part of, the forward-looking statements. Such assumptions
include, without limitation, the Company's estimates for fiscal 2001
concrete placement activity, related mortgage rates and housing starts
and the U.S. economy generally; the Company's expectations as to when
it will receive sales orders; the Company's ability to achieve cost
reductions in the fire and emergency segment; the expected mix of fire
and emergency equipment to be sold in fiscal 2001; the amount of costs
to the Company to bid for the Family of Medium Tactical Vehicles
("FMTV") Competitive Rebuy program; the commencement of full rate
production for the Medium Tactical Vehicle Replacement ("MTVR")
program without delays or failures; the level of margins for the MTVR
program; the Company's estimates for fiscal 2001 capital expenditures
of large refuse haulers and municipalities; the Company's ability to
increase margins in refuse packer manufacturing and refuse packer
sales in fiscal 2001; and the Company's estimates for interest costs
and effective tax rates in fiscal 2001. The Company cannot provide any
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 further decline beyond current
assumptions 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. economy generally and, in
particular, the concrete placement industry are currently experiencing
a downturn, which is materially and adversely affecting the net sales,
profitability and cash flows of suppliers to the concrete placement
industry, including the Company. The Company cannot provide any
assurance that this downturn will not continue or become more severe.
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 is currently in sole source
negotiations for a five-year family contract for
the Family of Heavy Tactical Vehicles ("FHTV").
The negotiations could delay planned truck sales
and/or the Company may be unable to negotiate
favorable pricing.
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,
including its contract for the MTVR program, are
fixed-price contracts and the Company's actual
costs may
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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. The Company may not be able to
integrate or operate profitably recently acquired businesses, such as
Medtec Ambulance Corporation, or businesses the Company acquires in
the future. 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. 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: March 16, 2001 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 March 16, 2001
Exhibit
Number
(99.1) Script for Analyst Conference Call Held March 16, 2001.