SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
(X) Annual Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (Fee Required) for the fiscal year ended
September 30, 1996, or
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required) For the transition period from
to
Commission file number: 0-13886
Oshkosh Truck Corporation
(Exact name of registrant as specified in its charter)
Wisconsin 39-0520270
(State of other jurisdiction of (I.R.S. Employer Identification)
incorporation or organization)
P. O. Box 2566, Oshkosh, WI 54903-2566
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (414) 235-9151
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Class B Common Stock
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes X
No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. X
Aggregate market value of the voting stock held by non-affiliates of
the registrant as of November 15, 1996:
Class A Common Stock, $.01 par value - No Established Market Value
Class B Common Stock, $.01 par value - $87,509,997
Number of shares outstanding of each of the registrant's classes of
common stock as of November 15, 1996:
Class A Common Stock, $.01 par value - 408,958 shares
Class B Common Stock, $.01 par value - 8,236,235 shares
DOCUMENTS INCORPORATED BY REFERENCE
Parts II and IV incorporate, by reference, portions of the Annual
Report to Shareholders for the year ended September 30, 1996.
Part III incorporates, by reference, portions of the Proxy Statement
dated December 30, 1996.
OSHKOSH TRUCK CORPORATION
Index to Annual Report on Form 10-K
Year ended September 30, 1996
Page
PART I.
ITEM 1. BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ITEM 2. PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . 7
ITEM 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . 8
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS . . . . . . . . . . . . . . . . . . . . . 8
EXECUTIVE OFFICERS OF THE REGISTRANT . . . . . . . . . . . . 8
PART II.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
AND RELATED STOCKHOLDER MATTERS . . . . . . . . . . . . . 9
ITEM 6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . 9
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . 9
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . . . . . 10
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . . . . 10
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
OF THE REGISTRANT . . . . . . . . . . . . . . . . . . . . 10
ITEM 11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . 10
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT . . . . . . . . . . . . . . . . . . 10
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . 10
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . . . . 10
INDEX TO EXHIBITS . . . . . . . . . . . . . . . . . . . . . . 15
PART I
Item 1. BUSINESS
General
The company engineers, manufactures and markets a broad range of
specialized trucks and proprietary parts under the "Oshkosh" trademark,
and a broad line of specialty fire apparatus under the "Pierce" trademark.
As a specialized vehicle producer, the company holds a unique position in
the industry, having acquired the engineering, rapid product development
and lean manufacturing expertise and flexibility to profitably build
specialty vehicles in competition with companies both much larger and
smaller than itself. Mass producers design a vehicle to serve many
markets. In contrast, the company's vehicles, manufactured in low to
medium production volumes, are engineered for market niches where a
unique, innovative design will meet a purchaser's requirements for use in
specific, often adverse operating conditions. Many of the company's
products are found operating in snow, deserts and soft or rough terrain
where there is a need for high performance or high mobility. Because of
the quality of its specialized vehicles, the company believes its products
perform at lower life cycle costs than those that are mass-produced.
Markets served by the company domestically and internationally are
categorized as defense and commercial. Since 1980, specialized vehicle
sales to the defense market have significantly increased and in fiscal
1996 represented 61% of the company's sales volume, after reaching a peak
of 83% in fiscal 1987.
The company primarily depends upon components made by suppliers for
its products. The company has successfully managed its supply network,
which consists of approximately 3,500 active vendors. Through its
reliance on this supply network for the purchase of certain components,
the company is able to avoid many of the preproduction and fixed costs
associated with the manufacture of those components. While the company
purchases many of the high dollar components for assembly, such as
engines, transmissions and axles, it does have significant machining and
fabricating capability for the manufacture of certain important
proprietary components. This capability is used for the manufacture of
certain axles, transfer cases, cabs, body structures, aerial ladders, and
many smaller parts which add uniqueness and value to the company's
products. Some of these proprietary components are marketed to other
manufacturers.
Acquisitions
On September 18, 1996, the company acquired for cash all of the
issued and outstanding stock of Pierce Manufacturing Inc. (Pierce), a
leading manufacturer and marketer of fire trucks and other fire apparatus
in the U.S. The acquisition price of $156.9 million, net of cash
acquired, and including related costs was financed from borrowings under a
new credit facility. On November 9, 1995, the company through its wholly-
owned subsidiary, Summit Performance Systems, Inc. (Summit), acquired the
inventory, land, buildings, machinery and equipment, and technology of
Friesz Manufacturing Company (Friesz), a manufacturer of concrete mixer
systems and related aftermarket replacement parts, from available cash for
$3.9 million.
Products and Markets
The company currently manufactures seven different series of
commercial trucks, and eight specialty fire apparatus models, and during
fiscal 1996, had two active contracts with the U.S. Government related to
production of the Palletized Load System (PLS) and Heavy Expanded Mobility
Tactical Truck (HEMTT) vehicles. Within each series there is a varying
number of models. Models are usually distinguished by differences in
engine, transmission, axle, body configuration, pump, and ladder
combinations, among others. Vehicles produced generally range in price
from $60,000 to $1 million; in horsepower from 210 to 1,025; and in gross
vehicle weight from 33,000 to 150,000 pounds. The company has designed
vehicles to operate in the environmental extremes of arctic cold or desert
heat. Most vehicles are designed with the capability to operate in both
highway and off-road conditions. The company aggressively supports its
products with an aftermarket parts and service organization.
Defense
The company manufactures a broad range of wheeled vehicles for the
U.S. Department of Defense and export markets and is the free world's
largest producer of heavy-duty wheeled vehicles. The company has
performed major defense contracts for over 50 years, and in the year ended
September 30, 1996 had defense sales of $251.5 million or 61% of its total
sales. Contracts with the Department of Defense generally are multi-year
contracts. Each contract typically provides that the government will
purchase a base quantity of vehicles with options for additional purchases.
All obligations of the government under the contracts are subject to receipt
of government funding, and it is customary to expect purchases when
Congress has funded the purchase through annual budget appropriations and
after the government has committed the funds to the contractor.
During fiscal 1996, the company primarily produced the Palletized
Load System (PLS) and the Heavy Expanded Mobility Tactical Truck (HEMTT)
products for the U.S. Department of Defense. During 1996, the company was
awarded a contract to overhaul 274 existing HEMTT vehicles at a total
value of approximately $23.2 million, of which 119 vehicles were completed
in fiscal 1996. Each vehicle, along with major components and
subassemblies, is disassembled. Parts are thoroughly cleaned and
inspected for reuse, and for worn or damaged parts. After reassembly, the
HEMTT vehicles are covered by a new vehicle warranty. The company has
produced more than 14,400 of the eight wheel drive, ten ton capacity
HEMTTs which are considered the backbone of the U.S. Army's heavy-duty
truck fleet.
Additionally during 1996, the U.S. Government awarded the company an
innovative contract for the purchase of new HEMTTs and Logistic Vehicle
System (LVS) front modules. Under this "family" contract, the U.S.
Government plans to award sufficient sales to Oshkosh Truck to ensure a
minimum production rate of 20 trucks per month for the two truck models
through September 1999. The first purchase under this new contract is for
201 HEMTTs and 34 LVS modules valued at $47.1 million. Production at a
rate of two vehicles per day is scheduled to begin in February 1997 and
extend through August 1997. Oshkosh Truck is the first manufacturer of
heavy-duty vehicles to be awarded a family contract. This new type of
contract is called a family contract because it covers both the HEMTTs and
LVS modules -- models which are considered members of the same vehicle
family. These models are similar in design and have many common component
suppliers.
On November 21, 1996, the U.S. Army Tank Automotive and Armaments
Command awarded each of the company and one other defense contractor, $6.9
million prototype contracts for Phase I competition of the Medium Tactical
Truck Remanufacture Program (MTTR). The MTTR Program was initiated to
update and modernize the 5-Ton tactical vehicle fleet of the U.S. Marine
Corps. The goal of the program is to remanufacture the current
configuration to a more robust design capable of carrying a much greater
payload with substantially increased cross-country mobility. The current
fleet of approximately 10,000 U.S. Marine Corps trucks are up to 20 years
old. The new U.S. Marine Corps vehicle will have extraordinary
performance and mobility exceeding that of any comparable truck in the
world. The U.S. Army portion of the program is designed to increase the
useful life, and decrease operation and support costs, of a portion of the
U.S. Army's existing fleet of nearly 60,000 vehicles. It will include
inserting current technologies, making the truck capable of performing its
mission well into the next century. Phase I covers the design,
development, and production of five prototype test vehicles for the U.S.
Marine Corps. Five additional test vehicles for the U.S. Army are
available as an option under the contract. The five Marine Corps vehicles
will be ready for testing in August 1997, which will be completed in April
1998. Under Phase II of the program, up to a total of 11,500 U.S. Marine
Corps and U.S. Army units will be awarded for production at a value of
approximately $1.8 billion over several years. Competition for the Phase
II production contract will be intense between the two Phase I
contractors. Phase I testing along with the Phase II proposal will
determine the single supplier of the production contract covering both the
U.S. Marine Corps and U.S. Army vehicles.
Commercial
The company manufactures a wide variety of heavy-duty specialized
trucks for vocational, airport, and municipal markets. Products are
uniquely engineered for specific severe-duty requirements where innovative
design provides superior performance.
The fire apparatus business is conducted through the company's Pierce
subsidiary headquartered in Appleton, Wisconsin. Pierce primarily serves
municipal markets but also serves airports, universities and large
industrial companies. The Pierce product line includes pumpers, aerials
and heavy duty rescue vehicles on five different models of custom chassis
and two models of commercial chassis.
The company serves airport markets with products that include
Aircraft Rescue and Firefighting (ARFF) and snow removal vehicles. ARFF
vehicles are offered from 1000 to 3000 gallon capacities. Oshkosh also
offers the innovative Snozzle/R/, an extendable turret with an integrated
video camera and automated remote controls that can pierce into an
aircraft interior and position the agent flow precisely at the location of
the fire. Suppressant application is faster and uses up to 50% less agent
than conventional mass application techniques. The all-wheel drive
Oshkosh H-series snowblower keeps runways open by casting
4,000 tons of snow per hour. The H-series snowblower provides multi-
purpose use with an interchangeable blower, blade plows and brooms. The
all-wheel drive P-series with its heavy-duty frame has an unsurpassed
reputation for durability.
The construction business focuses on forward and rear discharge
concrete carriers. The forward placement S-series design allows the
driver to oversee faster, more accurate placement of concrete, with fewer
support personnel. This leads to greater efficiency and superior customer
service. A traditional rear discharge F-series is also offered as an
integrated package allowing for one stop service and sales. The F-series
is also sold in the utility and heavy haul transport markets. In
addition, the company produces the J-series for desert oil field and
extreme heavy hauling applications.
The refuse business consists of two low entry, dual drive models, the
NK and NL. The NL recently passed an extensive six month durability test
in one of the toughest urban environments with a 97% availability status.
The NK and NL feature eighteen inch step-in heights. Municipalities as
well as commercial contractors look to the improved visibility and safety
features a low entry low cab forward vehicle provides.
Backlog
The company's backlog at September 30, 1996 was $433 million,
compared to $350 million at September 30, 1995. The backlog at fiscal
year-end 1996 includes $272 million with respect to U.S. Government
contracts, $118 million related to Pierce, and the remainder relates to
other commercial products. All the company's backlog pertains to fiscal
1997 business except for defense backlog totaling $36 million with respect
to fiscal 1998. Virtually all the company's revenues are derived from
customer orders prior to commencing production.
Stock Buyback
In July 1995, the company's board of directors authorized the
repurchase of up to 1,000,000 shares of Class B common stock. As of
November 27, 1996, the company has repurchased 461,535 shares under this
program at a cost of $6.6 million.
Government Contracts
A significant portion of the company's sales are made to the United
States Government under long-term contracts and programs in which there
are significant risks, including the uncertainty of economic conditions
and defense policy. The company's defense business is substantially
dependent upon periodic awards of new contracts and the purchase of base
vehicle quantities and the exercise of options under existing contracts.
The company's existing contracts with the U.S. Government may be
terminated at any time for the convenience of the government. Upon such
termination, the company would be entitled to reimbursement of its
incurred costs and, in general, to payment of a reasonable profit for work
actually performed.
There can be no assurance that the U.S. Government will continue to
purchase the company's products at comparable levels. The termination of
any of the company's significant contracts, failure of the government to
purchase quantities under existing contracts or failure of the company to
receive awards of new contracts could have a material adverse effect on
the business operations of the company.
Under firm fixed-price contracts with the government, the price paid
the company is not subject to adjustment to reflect the company's actual
costs, except costs incurred as a result of contract changes ordered by
the government or for economic price adjustment clauses contained in
certain contracts. The company generally attempts to negotiate with the
government the amount of increased compensation to which the company is
entitled for government-ordered changes which result in higher costs. In
the event that the company is unable to negotiate a satisfactory agreement
to provide such increased compensation, the company may file an appeal
with the Armed Services Board of Contract Appeals or the U.S. Claims
Court. The company has no such appeals pending.
Marketing and Distribution
All domestic defense products are sold direct and the company
maintains a liaison office in Washington, D.C. The company also sells
defense products to foreign governments direct, through representatives,
or under the United States Foreign Military Sales program. The company's
commercial vehicles and aftermarket parts are sold either direct to
customers, or through dealers or distributors, depending upon geographic
area and product line. Fire apparatus products are sold almost
exclusively through a distributor network. Supplemental information
relative to export shipments is incorporated by reference to Note 11 of
the financial statements included in the company's Annual Report to
Shareholders for the fiscal year ended September 30, 1996.
Alliance
On June 2, 1995, the company entered into a strategic alliance with
Freightliner Corporation. The agreement provided for the marketing of
certain of the company's vocational products through Freightliner's
distribution system, the manufacture by the company of several series of
Freightliner's severe duty trucks and the transfer of Freightliner's non-
commercial military business to the company. Sales of the company's
vocational products through Freightliner's distribution system in fiscal
1996 were limited, and in fiscal 1997, the company will assume control of
its commercial marketing and sales. Further, Freightliner has decided not
to transfer either the manufacture of any severe duty trucks or its
noncommercial military business to the company. The company and
Freightliner will continue to supply each other specialty products and
components.
Competition
In all the company's markets, the competitors include smaller,
specialized manufacturers as well as the larger, mass producers. The
company believes that its technical strength and production capability
enable it to effectively compete with other specialized manufacturers.
The company also believes that its manufacturing flexibility, engineering,
product development and lean manufacturing expertise in the low to middle
production volumes allows it to compete effectively in its markets against
mass producers.
The company's principal competitors for U.S. Department of Defense
contracts include AM General Corporation and Stewart & Stevenson Services,
Inc. Pierce's principal fire apparatus competitors include Emergency One,
Inc. (a subsidiary of Federal Signal Corporation), FWD Corporation (a
subsidiary of Corsta Corporation), Kovatch Mobile Equipment Corp.,
American La France (a subsidiary of Freightliner Corporation), and over 75
other manufacturers. The company's principal competitors in other
commercial markets include McNeilus Truck Manufacturing, Inc., CCC
Industries Inc., Advance Mixer Inc., and Mack Trucks Inc.
The principal method of competition for the company in the defense
and municipal markets, where there is intense competition, is generally
on the basis of lowest qualified bid. In the non-governmental markets,
the company competes on the basis of price, innovation, quality and
product performance capabilities.
Engineering, Test and Development
For fiscal years 1996, 1995, and 1994 the company incurred
engineering, research and development expenditures of $6.3 million, $5.4
million, and $6.6 million, respectively, portions of which were
recoverable from customers, principally the U.S. Government. The company
does not believe that patents are a significant factor in its business
success.
Employees
As of September 30, 1996, the company had approximately 2,700
employees of which approximately 1,300 and 1,200 employees are located at
its principal facilities in Oshkosh and Appleton, Wisconsin, respectively.
Production workers totaling approximately 800 employees at the company's
principal facilities in Oshkosh, Wisconsin are represented by the United
Auto Workers union. The company's five-year contract with the United Auto
Workers extends through September 30, 2001. The company believes its
relationship with employees is satisfactory.
Item 2. PROPERTIES.
The company's principal offices and manufacturing facilities are
located in Oshkosh, Wisconsin. Space occupied encompasses 688,000 square
feet, 52,000 of which is leased and the remainder is owned. One-half of
the space owned by the company has been constructed since 1970. The
company owns approximately 50 acres of vacant land adjacent to its
existing facilities. The company's Pierce subsidiary, located in
Appleton, Wisconsin, occupies 554,000 square feet of owned office and
manufacturing space. The company additionally owns a 28,000 square foot
manufacturing facility located in Weyauwega, Wisconsin, and owns a
287,000 sq. ft. manufacturing facility located in Bradenton, Florida. In
addition, the company has a leased parts and service facility in Hartford,
CT and owns a similar facility in Oshkosh, WI.
The company's equipment and buildings are modern, well maintained and
adequate for its present and anticipated needs.
Item 3. LEGAL PROCEEDINGS.
Various actions or claims have been asserted or may be asserted in
the future by the government against the company. A potential action by
the government against the company in connection with a grand jury
investigation was commenced in 1989. In 1996, the government discontinued
this investigation without any action against the company or its
employees, although a civil investigation is possible.
The company is engaged in litigation against Super Steel Products
Corporation (SSPC), the company's former supplier of mixer systems for
front discharge concrete mixer trucks under a long-term supply contract.
SSPC sued the company in state court claiming the company breached the
contract. The company counterclaimed for repudiation of contract. On
July 26, 1996, a jury returned a verdict for SSPC awarding damages
totaling $4,485,000. On October 10, 1996, the state court judge
overturned the verdict against the company, granted judgment for the
company on its counterclaim, and ordered a new trial for damages on the
company's counterclaim. SSPC has appealed this judgment.
The company is subject to environmental matters and other legal
proceedings and claims which arise in the ordinary course of business.
Although the final results of all such matters and claims cannot be
predicted with certainty, management believes that the ultimate resolution
of all such matters and claims, after taking into account the liabilities
accrued with respect to such matters and claims, will not have a material
adverse effect on the company's financial condition or results of
operations.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year ended September 30, 1996.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the company are as follows:
Name Age* Title
R. Eugene Goodson 61 Chairman & Chief Executive Officer,
Member of Executive Committee and
Director
Robert G. Bohn 43 President & Chief Operating Officer
Timothy M. Dempsey 56 Vice President, General Counsel and
Secretary
Paul C. Hollowell 55 Executive Vice President
Charles L. Szews 40 Vice President and Chief Financial
Officer
Matthew J. Zolnowski 43 Vice President-Administration
*As of December 4, 1996
All of the company's officers serve terms of one year and until their
successors are elected and qualified.
R. EUGENE GOODSON - Mr. Goodson joined the company in 1990 in his
present position. Prior thereto, Mr. Goodson served as Group Vice
President and General Manager of the Automotive Systems Group of Johnson
Controls, Inc., a supplier of automated building controls, automotive
seating, batteries and plastic packaging, which position he held since
1985. Mr. Goodson is also a director of Donnelly Corporation.
ROBERT G. BOHN - Mr. Bohn joined the company in 1992 as Vice
President-Operations. He was appointed President and Chief Operating
Officer in 1994. Prior to joining the company Mr. Bohn was Director-
European Operations for Johnson Controls, Inc. from 1984 until 1992. He
was elected a director of the company by the Board of Directors in June
1995.
TIMOTHY M. DEMPSEY - Mr. Dempsey joined the company in October 1995
as Vice President, General Counsel and Secretary. Mr. Dempsey has been
and continues to be a partner in the law firm of Dempsey, Magnusen,
Williamson and Lampe in Oshkosh, Wisconsin.
PAUL C. HOLLOWELL - Mr. Hollowell joined the company in April 1989 as
Vice President-Defense Products and assumed his present position in
February 1994. Mr. Hollowell was previously employed by General Motors
Corporation where he served for three years as manager of their
Washington, DC office for military tactical vehicle programs. He
previously served 22 years in the U.S. Army from which he retired with the
rank of Lieutenant Colonel.
CHARLES L. SZEWS - Mr. Szews joined the company in March 1996 as Vice
President and Chief Financial Officer. Mr. Szews was previously employed
by Fort Howard Corporation from June 1988 until March 1996 in various
positions, including Vice President and Controller from September 1994
until March 1996.
MATTHEW J. ZOLNOWSKI - Mr. Zolnowski joined the company as Vice
President-Human Resources in January 1992 and assumed his present position
in February 1994. Before joining the company Mr. Zolnowski was Director,
Human Resources and Administration at Rexene Products Company from
September 1990 through January 1992 and Director, Headquarters Employee
Relations at PepsiCo, Inc. from June 1982 through August 1990.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS.
The information under the captions "Shareholder Information", Note 7
to the Consolidated Financial Statements, and "Financial Statistics"
contained in the company's Annual Report to Shareholders for the fiscal
year ended September 30, 1996, is hereby incorporated by reference in
answer to this item.
Item 6. SELECTED FINANCIAL DATA.
The information under the caption "Financial Highlights" contained in
the company's Annual Report to Shareholders for the fiscal year ended
September 30, 1996, is hereby incorporated by reference in answer to this
item.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
The information under the caption "Management's Discussion and
Analysis of Consolidated Financial Condition and Results of Operations"
contained in the company's Annual Report to Shareholders for the fiscal
year ended September 30, 1996, is hereby incorporated by reference in
answer to this item.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements set forth in the company's Annual Report to
Shareholders for the fiscal year ended September 30, 1996, are hereby
incorporated by reference in answer to this item. Data regarding
quarterly results of operations included under the caption "Financial
Statistics" in the company's Annual Report to Shareholders for the fiscal
year ended September 30, 1996, is hereby incorporated by reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES.
None.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information under the captions "Election of Directors" and "Other
Matters" of the company's definitive proxy statement for the annual
meeting of shareholders on February 3, 1997, as filed with the Securities
and Exchange Commission, is hereby incorporated by reference in answer to
this Item. Reference is also made to the information under the heading
"Executive Officers of the Registrant" included under Part I of this
report.
Item 11. EXECUTIVE COMPENSATION.
The information under the captions "Executive Compensation" contained
in the company's definitive proxy statement for the annual meeting of
shareholders on February 3, 1997, as filed with the Securities and
Exchange Commission is hereby incorporated by reference in answer to this
item.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information under the caption "Shareholdings of Nominees and
Principal Shareholders" contained in the company's definitive proxy
statement for the annual meeting of shareholders on February 3, 1997, as
filed with the Securities and Exchange Commission, is hereby incorporated
by reference in answer to this item.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information contained under the captions "Election of Directors"
and "Certain Transactions" contained in the company's definitive proxy
statement for the annual meeting of shareholders on February 3, 1997, as
filed with the Securities and Exchange Commission, is hereby incorporated
by reference in answer to this item.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) 1. Financial Statements: The following consolidated financial
statements of the company and the report of independent auditors included
in the Annual Report to Shareholders for the fiscal year ended September
30, 1996, are incorporated by reference in Item 8:
Consolidated Statements of Income (Loss) for the years ended
September 30, 1996, 1995, and 1994
Consolidated Balance Sheets at September 30, 1996, and 1995
Consolidated Statements of Shareholders' Equity for the years ended
September 30, 1996, 1995, and 1994.
Consolidated Statements of Cash Flows for the years ended
September 30, 1996, 1995, and 1994
Notes to Consolidated Financial Statements
Report of Ernst & Young, LLP Independent Auditors
2. Financial Statement Schedules:
Schedule II - Valuation & Qualifying Accounts
All other schedules are omitted because they are not applicable, or
the required information is shown in the consolidated financial
statements or notes thereto.
3. Exhibits:
2.1 Stock Purchase Agreement by and among Pierce
Manufacturing Inc., the shareholders of Pierce
Manufacturing Inc., and Oshkosh Truck Corporation
dated August 7, 1996 (incorporated by reference to
Exhibit 2.1 to the company's Current Report on Form
8-K dated September 18, 1996 (Commission File No. 0-
13886)).
2.2 First Amendment to Stock Purchase Agreement by and
among Pierce Manufacturing Inc., the shareholders of
Pierce Manufacturing Inc., and Oshkosh Truck
Corporation dated September 18, 1996 (incorporated
by reference to Exhibit 2.2 to the company's Current
Report on Form 8-K dated September 18, 1996
(Commission File No. 0-13886)).
3.1 Restated Articles of Incorporation *
3.2 Bylaws of the company, as amended *****
4.1 Credit Agreement dated as of September 18, 1996
among Oshkosh Truck Corporation, and certain lenders
with Firstar Bank Milwaukee, N.A., as Agent
(incorporated by reference to Exhibit 4 to the
company's Current Report on Form 8-K dated September
18, 1996 (Commission File No. 0-13886)).
4.2 Series A Warrant to purchase shares of Class B
Common Stock of Oshkosh Truck Corporation delivered
to Freightliner Corporation by Oshkosh. ######
4.3 First Amendment to Credit Agreement dated as of
November 27, 1996 among Oshkosh Truck Corporation,
and certain lenders with Firstar Bank Milwaukee,
N.A., as Agent.
10.1 Lease with Cadence Company (formerly Mosling Realty
Company) and related documents *
10.2 1990 Incentive Stock Plan for Key Employees, as
amended (through January 25, 1995) #### @
10.3 Form of Key Employee Employment and Severance
Agreement with R. E. Goodson, Chairman & CEO ** @
10.4 Employment Agreement with R. E. Goodson, Chairman &
CEO as of April 16, 1990 **** @
10.5 Restricted stock grant to R. E. Goodson, Chairman &
CEO**** @
10.6 Incentive Stock Option Agreement to R. E. Goodson,
Chairman & CEO **** @
10.7 Employment Agreement with R. E. Goodson, Chairman &
CEO as of April 16, 1992 ## @
10.8 1994 Long-Term Incentive Compensation Plan dated
March 29, 1994 #### @
10.9 Form of Key Employees Employment and Severance
Agreement with Messrs. R.G. Bohn, T.M. Dempsey, P.C.
Hollowell, C.L. Szews, and M.J. Zolnowski #### @
10.10 Employment Agreement with P.C. Hollowell, Executive
Vice President @
10.11 Form of Oshkosh Truck Corporation 1990 Incentive
Stock Plan, as amended, Nonqualified Stock Option
Agreement.##### @
10.12 Form of Oshkosh Truck Corporation 1990 Incentive
Stock Plan, as amended, Nonqualified Director Stock
Option Agreement. ##### @
10.13 Alliance Agreement, dated as of June 2, 1995,
between Freightliner and Oshkosh. ######
10.14 Letter Agreement among J. Peter Mosling, Jr.,
Stephen P. Mosling, Freightliner, Oshkosh and R.
Eugene Goodson. ######
10.15 Lease extension with Cadence Company (as referenced
under 10.1) (incorporated by reference to Exhibit
10.15 to the Company's Annual Report on Form 10-K
for the year ended September 30, 1995 (Commission
File No. 1-13886))
10.16 Form of 1994 Long-Term Incentive Compensation Plan
Award Agreement (incorporated by reference to Exhibit
10.16 to the Company's Annual Report on Form 10-K
for the year ended September 30, 1995 (Commission
File No. 1-13886))@
10.17 Stock Purchase Agreement, dated April 26, 1996,
among Oshkosh Truck Corporation, J. Peter Mosling,
Jr. and Stephen P. Mosling, and consented to by R.
Eugene Goodson.
11. Computation of per share earnings (contained in Note
1 of "Notes to Consolidated Financial Statements" of
the company's Annual Report to Shareholders for the
fiscal year ended September 30, 1996)
13. 1996 Annual Report to Shareholders, to the extent
incorporated herein by reference
23. Consent of Ernst & Young LLP
27. Financial Data Schedule
*Previously filed and incorporated by reference to the company's Form S-1
registration statement filed August 22, 1985, and amended September 27,
1985, and October 2, 1985 (Reg. No. 2-99817).
**Previously filed and incorporated by reference to the company's Form 10-
K for the year ended September 30, 1987.
****Previously filed and incorporated by reference to the company's Form
10-K for the year ended September 30, 1990.
*****Previously filed and incorporated by reference to the company's Form
10-K for the year ended September 30, 1991.
## Previously filed and incorporated by reference to the company's Form
10-K for the year ended September 30, 1992.
#### Previously filed and incorporated by reference to the company's Form
10-K for the year ended September 30, 1994.
@Denotes a management contract or compensatory plan or arrangement.
##### Previously filed and incorporated by reference to the company's Form
S-8 filing dated September 22, 1995. (Reg. No. 33-62687)
###### Previously filed and incorporated by reference to the company's
Form 8-K filing dated June 2, 1995.
(b) On October 2, 1996, the company filed a Current Report on Form
8-K dated September 18, 1996 reporting the company's acquisition
of all of the issued and outstanding stock of Pierce
Manufacturing Inc.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
OSHKOSH TRUCK CORPORATION
December 27, 1996 By /s/ R. Eugene Goodson
R. Eugene Goodson
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities on the dates indicated.
December 27, 1996 /s/ R. Eugene Goodson
R. E. Goodson
Chairman and Chief Executive Officer
(Principal Executive Officer)
December 27, 1996 /s/ R. G. Bohn
R. G. Bohn
President and Chief Operating Officer and
Director
December 27, 1996 /s/ C. L. Szews
C. L. Szews
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
December 27, 1996 /s/ J. W. Andersen
J. W. Andersen
Director
December 27, 1996 /s/ D. T. Carroll
D. T. Carroll
Director
December 27, 1996 /s/ M. W. Grebe
M. W. Grebe
Director
December 27, 1996 /s/ S. P. Mosling
S. P. Mosling
Director and Member of Executive Committee
December 27, 1996 /s/ J. P. Mosling, Jr.
J. P. Mosling, Jr.
Director and Member of Executive Committee
SCHEDULE II
OSHKOSH TRUCK CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
Years Ended September 30, 1996, 1995, and 1994
(In Thousands)
Balance at Purchase Additions Balance
Beginning of Charged to at End
Classification of Year Pierce Expense Reductions* of Year
Receivables -
Allowance for
doubtful accounts:
1994 $417 --- $288 $(274) $431
==== ==== ==== ==== ====
1995 $431 --- $143 $(97) $477
==== ==== ==== ==== ====
1996 $477 $509 $182 $(102) $1,066
==== ==== ==== ==== =====
* Represents amounts written off to the reserve, net of recoveries.
EXHIBIT INDEX
Exhibits
3. Exhibits:
2.1 Stock Purchase Agreement by and among Pierce
Manufacturing Inc., the shareholders of Pierce
Manufacturing Inc., and Oshkosh Truck Corporation dated
August 7, 1996 (incorporated by reference to Exhibit 2.1
to the company's Current Report on Form 8-K dated
September 18, 1996 (Commission File No. 0-13886)).
2.2 First Amendment to Stock Purchase Agreement by and among
Pierce Manufacturing Inc., the shareholders of Pierce
Manufacturing Inc., and Oshkosh Truck Corporation dated
September 18, 1996 (incorporated by reference to Exhibit
2.2 to the company's Current Report on Form 8-K dated
September 18, 1996 (Commission File No. 0-13886)).
3.1 Restated Articles of Incorporation *
3.2 Bylaws of the company, as amended *****
4.1 Credit Agreement dated as of September 18, 1996 among
Oshkosh Truck Corporation, and certain lenders with
Firstar Bank Milwaukee, N.A., as Agent (incorporated by
reference to Exhibit 4 to the company's Current Report on
Form 8-K dated September 18, 1996 (Commission File No. 0-
13886)).
4.2 Series A Warrant to purchase shares of Class B Common
Stock of Oshkosh Truck Corporation delivered to
Freightliner Corporation by Oshkosh. ######
4.3 First Amendment to Credit Agreement dated as of
November 27, 1996 among Oshkosh Truck Corporation, and
certain lenders with Firstar Bank Milwaukee, N.A., as
Agent.
10.1 Lease with Cadence Company (formerly Mosling Realty
Company) and related documents *
10.2 1990 Incentive Stock Plan for Key Employees, as amended
(through January 25, 1995) #### @
10.3 Form of Key Employee Employment and Severance Agreement
with R. E. Goodson, Chairman & CEO ** @
10.4 Employment Agreement with R. E. Goodson, Chairman & CEO
as of April 16, 1990 **** @
10.5 Restricted stock grant to R. E. Goodson, Chairman &
CEO**** @
10.6 Incentive Stock Option Agreement to R. E. Goodson,
Chairman & CEO **** @
10.7 Employment Agreement with R. E. Goodson, Chairman & CEO
as of April 16, 1992 ## @
10.8 1994 Long-Term Incentive Compensation Plan dated March
29, 1994 #### @
10.9 Form of Key Employees Employment and Severance Agreement
with Messrs. R.G. Bohn, T.M. Dempsey, P.C. Hollowell,
C.L. Szews, and M.J. Zolnowski #### @
10.10 Employment Agreement with P.C. Hollowell, Executive Vice
President @
10.11 Form of Oshkosh Truck Corporation 1990 Incentive Stock
Plan, as amended, Nonqualified Stock Option
Agreement.##### @
10.12 Form of Oshkosh Truck Corporation 1990 Incentive Stock
Plan, as amended, Nonqualified Director Stock Option
Agreement. ##### @
10.13 Alliance Agreement, dated as of June 2, 1995, between
Freightliner and Oshkosh. ######
10.14 Letter Agreement among J. Peter Mosling, Jr., Stephen P.
Mosling, Freightliner, Oshkosh and R. Eugene Goodson.
######
10.15 Lease extension with Cadence Company (as referenced under
10.1) (incorporated by reference to Exhibit 10.15 to the
Company's Annual Report on Form 10-K for the year ended
September 30, 1995 (Commission File No. 1-13886))
10.16 Form of 1994 Long-Term Incentive Compensation Plan Award
Agreement (incorporated by reference to Exhibit 10.16 to
the Company's Annual Report on Form 10-K for the year
ended September 30, 1995 (Commission File No. 1-13886))@
10.17 Stock Purchase Agreement, dated April 26, 1996, among
Oshkosh Truck Corporation, J. Peter Mosling, Jr. and
Stephen P. Mosling, and consented to by R. Eugene
Goodson.
11. Computation of per share earnings (contained in Note 1 of
"Notes to Consolidated Financial Statements" of the
company's Annual Report to Shareholders for the fiscal
year ended September 30, 1996)
13. 1996 Annual Report to Shareholders, to the extent
incorporated herein by reference
23. Consent of Ernst & Young LLP
27. Financial Data Schedule
*Previously filed and incorporated by reference to the company's Form S-1
registration statement filed August 22, 1985, and amended September 27,
1985, and October 2, 1985 (Reg. No. 2-99817).
**Previously filed and incorporated by reference to the company's Form 10-
K for the year ended September 30, 1987.
****Previously filed and incorporated by reference to the company's Form
10-K for the year ended September 30, 1990.
*****Previously filed and incorporated by reference to the company's Form
10-K for the year ended September 30, 1991.
## Previously filed and incorporated by reference to the company's Form
10-K for the year ended September 30, 1992.
#### Previously filed and incorporated by reference to the company's Form
10-K for the year ended September 30, 1994.
@Denotes a management contract or compensatory plan or arrangement.
##### Previously filed and incorporated by reference to the company's Form
S-8 filing dated September 22, 1995. (Reg. No. 33-62687)
###### Previously filed and incorporated by reference to the company's
Form 8-K filing dated June 2, 1995.
(b) On October 2, 1996, the company filed a Current Report on Form
8-K dated September 18, 1996 reporting the company's acquisition
of all of the issued and outstanding stock of Pierce
Manufacturing Inc.