SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 2, 1995
OSHKOSH TRUCK CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 0-13886 39-052070
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
2307 Oregon Street, P. O. Box 2566, 54903-2566
Oshkosh, Wisconsin (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code (414) 235-9151
Item 2. Acquisition or Disposition of Assets.
On June 2, 1995, Oshkosh Truck Corporation ("Oshkosh") and Freightliner
Corporation, a wholly-owned subsidiary of Daimler-Benz ("Freightliner"),
and Freightliner Chassis Corporation, a wholly-owned subsidiary of
Freightliner, signed an agreement under which Freightliner Chassis
Corporation acquired certain assets from Oshkosh that made up Oshkosh's
motorhome, bus and van chassis business. The consideration, determined on
an arm's length basis, included cash and the assumption by Freightliner of
certain liabilities. The assets consisted of the property, plant and
equipment as well as related goodwill, and did not include receivables.
Inventories were purchased at cost. The liabilities assumed were for
warranty liabilities related to previously produced chassis and industrial
revenue bonds that were secured by the land and buildings purchased. The
income effect of the transaction was a moderate gain for Oshkosh.
Item 5. Other Events.
In a related transaction, on June 2, 1995, Oshkosh and Freightliner
entered into a long-term strategic alliance. This alliance included
Freightliner's purchase of 350,000 shares of Oshkosh Class B Common Stock
at $15.00 per share and Freightliner's purchase of warrants to acquire
1,250,000 shares of Oshkosh Class B Common Stock at $16.50 per share for a
period up to seven years. The warrant price was $3.35 per share. After
giving effect to the issuance of the 350,000 shares to Freightliner,
Oshkosh had 449,370 shares of Class A Common Stock and 8,612,595 shares of
Class B Common Stock outstanding. The alliance agreement imposes certain
restrictions on Freightliner's ability to transfer the 350,000 shares of
Class B Common Stock issued to it, the warrants and the Class B Common
Stock issuable upon exercise of warrants. When Freightliner is entitled
to transfer such securities, Oshkosh is obligated under certain
circumstances to register the sale of such securities under the Securities
Act of 1933.
The alliance also provides for the transfer to Oshkosh of Freightliner's
non-commercial defense business and products. Oshkosh will have access to
the Freightliner distribution system for selling its specialty products
which include construction, refuse and highway snow removal trucks.
Oshkosh will also assemble several series of Freightliner specialty
trucks. The two companies will join in developing new trucks and
components. The initial term of the alliance is 5 years, and it is
subject to renewal. Freightliner's President and Chief Executive Officer,
James L. Hebe, will serve on Oshkosh's Board of Directors.
As a condition to entering into the alliance arrangements, Freightliner
requested J. Peter Mosling, Jr. and Stephen P. Mosling, as the two
majority Class A Common Stock shareholders of Oshkosh (the
"Shareholders"), to execute a letter agreement under which the
Shareholders, subject to certain exceptions, would be restricted during
the term of the Alliance Agreement and thereafter while Freightliner
beneficially owns more than 5% of the Class B Common Stock from
transferring shares of Class A Common Stock that the Shareholders hold
unless such shares were first converted into shares of Class B Common
Stock (the "Freightliner Letter Agreement"). Oshkosh also sought the
commitment of the Shareholders to (i) take actions within their power as
shareholders of Oshkosh as are necessary to effect amendments to the
Restated Articles of Incorporation of Oshkosh to provide for the mandatory
conversion of Class A Common Stock into Class B Common Stock at such time
as the number of outstanding shares of Class A Common Stock beneficially
owned by the Shareholders in the aggregate is less than a number to be
agreed upon by Oshkosh and the Shareholders, which will not be less than
150,000 shares, and (ii) enter into an agreement confirming that, upon the
death of the last survivor of the Shareholders, all shares of Class A
Common Stock beneficially owned by the Shareholders will be converted into
Class B Common Stock. To induce the Shareholders to execute the
Freightliner Letter Agreement and to make the other commitments, Oshkosh
has agreed to pay each of the Shareholders $250,000. Oshkosh intends to
seek shareholder approval of measures relating to the Class A Common Stock
as described above at the annual meeting of shareholders to be held in
January 1996. At such time as the provisions are fully implemented,
either before or at the deaths of both of the Shareholders, Oshkosh will
have a single class of common stock.
Oshkosh's Board of Directors also approved an offer to holders of Class A
Common Stock allowing a one-to-one conversion of shares of Class A Common
Stock for shares of Class B Common Stock. In addition, in the
Freightliner Letter Agreement, Oshkosh agreed to make exchanges of Class B
Common Stock for Class A Common Stock in connection with any transfers of
Class A Common Stock by the Shareholders in accordance with the
Freightliner Letter Agreement.
Item 7. Financial Statements and Exhibits.
(b) Pro forma financial information
1. Pro Forma Consolidated Statement Balance Sheet as of
April 1, 1995.
2. Pro Forma Consolidated Statement of Operations for the
Six Months Ended April 1, 1995.
3. Pro Forma Consolidated Statement of Operations for the
Year Ended September 30, 1994.
(c) The following exhibits are furnished herewith:
Exhibit 2. Asset Purchase Agreement, dated as of June 2,
1995, among Freightliner Chassis Corporation,
Freightliner and Oshkosh.
Exhibit 4. Series A Warrant to purchase shares of Class B
Common Stock of Oshkosh Truck Corporation
delivered to Freightliner Corporation by Oshkosh.
Exhibit 10.1 Alliance Agreement, dated as of June 2, 1995,
between Freightliner and Oshkosh.
Exhibit 10.2 Letter Agreement among J. Peter Mosling, Jr.,
Stephen P. Mosling, Freightliner, Oshkosh and R.
Eugene Goodson.
OSHKOSH TRUCK CORPORATION
PRO FORMA CONSOLIDATED BALANCE SHEET
APRIL 01, 1995
(Unaudited, in thousands except share and per share amounts)
Originally Pro Forma
Reported Adjustments Pro Forma
Assets
Current assets:
Cash $381 $19,473 $19,854
Receivables 74,003 (5,345) 68,658
Inventories 71,284 (9,489) 61,795
Prepaid expenses 3,636 0 3,636
Deferred income taxes 9,311 0 9,311
------- ------- -------
Total current assets 158,615 4,639 163,254
Deferred charges 2,774 0 2,774
Deferred income taxes 626 0 626
Other assets 16,410 (117) 16,293
Property, plant and equipment,
at cost:
Land and improvements 7,954 (2,450) 5,504
Buildings 34,801 (5,567) 29,234
Machinery and equipment 73,629 (6,233) 67,396
------- -------- --------
116,384 (14,250) 102,134
Less accumulated
depreciation 66,974 (5,810) 61,164
------- -------- --------
Net property, plant and
equipment 49,410 (8,440) 40,970
------- -------- -------
Total assets $227,835 $(3,918) $223,917
======= ======= =======
LIABILITIES AND SHAREHOLDERS'
EQUITY
Current liabilities:
Accounts payable $41,961 $(6,949) $35,012
Federal excise taxes 3,140 0 3,140
Payroll-related obligations 6,783 (805) 5,978
Accrued warranty 5,921 (2,727) 3,194
Income taxes 1,911 147 2,058
Other liabilities 19,734 (382) 19,352
Current liabilities held
for disposition, net
(Note 1) 0 4,214 4,214
------ ------- -------
Total current liabilities 79,450 (6,502) 72,948
Long-term debt 11,200 (11,200) 0
Postretirement benefit
obligations 8,509 (18) 8,491
Other long-term liabilities 7,716 0 7,716
Long-term liabilities held
for disposition (Note 1) 0 3,564 3,564
Shareholders' equity:
Preferred stock, par value
$.01 per share,
authorized 2,000,000
shares, none issued 0 0 0
Common stock, par value
$.01 per share:
Class A, authorized
1,000,000 shares
issued and outstanding
449,370 shares 4 0 4
Class B, authorized
18,000,000 shares,
issued 8,908,795
shares 86 4 90
Additional paid-in capital 7,709 8,598 16,307
Retained earnings 117,577 230 117,807
------- ------- --------
125,376 8,832 134,208
Less: Cost of Class B
common stock in treasury;
296,200 and 300,367
shares at April 1, 1995
and September 30, 1994,
respectively 2,556 0 2,556
Pension liability
adjustment 454 0 454
Cumulative translation
adjustment 1,406 (1,406) 0
------- ------- -------
Total shareholders'
equity 120,960 10,238 131,198
------- ------- -------
Total liabilities and
shareholders' equity $227,835 $(3,918) $223,917
======= ======== =======
NOTE TO PRO FORMA CONSOLIDATED BALANCE SHEET
NOTE 1. Liabilities Held for Disposition
Short Term Long Term Total
Receivables $5,150 $0 $5,150
Inventories 714 0 714
Other assets 1,250 0 1,250
Accounts payable (6,949) 0 (6,949)
Payroll-related
obligations (665) 0 (665)
Accrued warranty (1,177) (2,700) (3,877)
Other liabilities (1,701) (864) (2,565)
Additional paid-in
capital (836) 0 (836)
------- ------ -------
Total $ (4,214) $ (3,564) $ (7,778)
======= ======= =======
OSHKOSH TRUCK CORPORATION
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
SIX MONTHS ENDED APRIL 01, 1995
(Unaudited/In thousands except per share amounts)
Originally Pro Forma
Reported Adjustments Pro Forma
Net shipments $241,582 $(38,725) $202,857
Cost of goods sold 209,846 (33,837) 176,009
------- ------- -------
Gross profit 31,736 (4,888) 26,848
Operating expenses:
Selling, general and
administrative 20,860 (4,740) 16,120
Engineering, research
and development 4,186 (1,058) 3,128
------- -------- --------
Total operating expenses 25,046 (5,798) 19,248
------- -------- --------
Income from operations 6,690 910 7,600
Other income (expense):
Interest expense (798) 519 (279)
Interest income 402 (19) 383
Miscellaneous, net (1,058) 544 (514)
----- ------ ------
(1,454) 1,044 (410)
----- ------ ------
Income from continuing
operations before
income taxes 5,236 1,954 7,190
Provision for income
taxes 2,386 543 2,929
------- ------- -------
Income from continuing
operations 2,850 1,411 4,261
Loss from operations of
discontinued Chassis
Division (less
applicable income
taxes of $543) 0 (1,411) (1,411)
------- ------ -------
Net income $2,850 $ 0 $2,850
===== ======= ======
Net earnings per common
share
From continuing
operations $0.49
Discontinued operations (0.16)
------
Net income $0.33
=====
OSHKOSH TRUCK CORPORATION
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 1994
(Unaudited, in thousands except per share amounts)
Originally Pro Forma
Reported Adjustments Pro Forma
Net shipments $691,508 $(109,033) $582,475
Cost of goods sold 603,537 (94,937) 508,600
------- -------- --------
Gross profit 87,971 (14,096) 73,875
Operating expenses:
Selling, general and
administrative 55,285 (10,768) 44,517
Engineering, research
and development 8,205 (1,607) 6,598
------- ------- -------
Total operating expenses 63,490 (12,375) 51,115
------- ------- -------
Income from operations 24,481 (1,721) 22,760
Other income (expense):
Interest expense (1,769) 999 (770)
Interest income 432 (183) 249
Miscellaneous, net (1,193) 1,056 (137)
------- ------- ------
(2,530) 1,872 (658)
------- ------- -------
Income from continuing
operations before
income taxes 21,951 151 22,102
Provision for income
taxes 8,897 (353) 8,544
------ ------- -------
Income from continuing
operations 13,054 504 13,558
Loss from operations of
discontinued Chassis
Division (less
applicable income
taxes of $353) 0 (504) (504)
------- ------- --------
Net income $13,054 $ 0 $13,054
====== ======= =======
Net earnings per common
share
From continuing
operations $1.56
Discontinued operations (0.06)
-------
Net income $1.50
=====
SIGNATURES
Pursuant to the requirements of 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
By: /s/ Peter F. Mueller
Peter F. Mueller
Corporate Controller
Date: June 19, 1995
EXHIBIT INDEX
Exhibit No. Description
2 Asset Purchase Agreement, dated as of June 2,
1995, among Freightliner Chassis Corporation,
Freightliner and Oshkosh.
4 Series A Warrant to purchase shares of Class B
Common Stock of Oshkosh Truck Corporation
delivered to Freightliner Corporation by Oshkosh.
10.1 Alliance Agreement, dated as of June 2,
1995, between Freightliner and Oshkosh.
10.2 Letter Agreement among J. Peter Mosling,
Jr., Stephen P. Mosling, Freightliner,
Oshkosh and R. Eugene Goodson.