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): April 26, 2001
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
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(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:
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(99.1)Script for Analyst Conference Call Held April 26, 2001.
Item 9. Regulation FD Disclosure.
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On April 26, 2001, Oshkosh Truck Corporation (the "Company") held
a conference call for analysts in connection with the Company's announcement of
its earnings for the second quarter ended March 31, 2001. 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 April
26, 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 in, or as
part of, the forward-looking statements. Such assumptions include, without
limitation,
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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 remainder of fiscal
2001; the expected mix of fire and emergency equipment to be sold in fiscal
2001; the level of margins for the Medium Tactical Vehicle Replacement
("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'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 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 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. 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
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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: April 26, 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 April 26, 2001
Exhibit
Number
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(99.1) Script for Analyst Conference Call Held April 26, 2001.
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