SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
AMENDMENT NO. 1 TO
(Mark One)
(X) Annual Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended September 30, 1997, or
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 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 or 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:
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, 1997:
Class A Common Stock, $.01 par value - No Established Market Value
Common Stock, $.01 par value - $131,352,978
Number of shares outstanding of each of the registrant's classes of
common stock as of November 15, 1997:
Class A Common Stock, $.01 par value - 406,428 shares
Common Stock, $.01 par value - 7,900,931 shares
DOCUMENTS INCORPORATED BY REFERENCE
Parts I, II and IV incorporate, by reference, portions of the Annual
Report to Shareholders for the year ended September 30, 1997.
Part III incorporates, by reference, portions of the Proxy Statement
dated December 29, 1997.
The undersigned registrant hereby amends and restates Items 7, 8 and
14 of its Annual Report on Form 10-K for the fiscal year ended September
30, 1997 to provide in their entirety as follows:
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 Exhibit 99 hereto is hereby incorporated by reference in
answer to this item.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements set forth in Exhibit 99 hereto are hereby
incorporated by reference in answer to this item. Data regarding
quarterly results of operations included under the caption "Financial
Statistics" in Exhibit 99 is hereby incorporated by reference.
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, 1997, are incorporated by reference in Item 8:
Consolidated Statements of Income (Loss) for the years ended
September 30, 1997, 1996, and 1995
Consolidated Balance Sheets at September 30, 1997, and 1996
Consolidated Statements of Shareholders' Equity for the years ended
September 30, 1997, 1996, and 1995.
Consolidated Statements of Cash Flows for the years ended September
30, 1997, 1996, and 1995
Notes to Consolidated Financial Statements
Report of Ernst & Young LLP, Independent Auditors
2. Financial Statement Schedules:
Schedule II - Valuation & Qualifying Accounts (Previously filed and
incorporated by reference to the Company's Form 10-K
for the year ended September 30, 1997.)
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 McNeilus
Companies, Inc., the shareholders of McNeilus
Companies, Inc., and Oshkosh Truck Corporation
dated December 8, 1997. ########
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 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.####
4.3 Second Amendment to Credit Agreement dated as of
April 25, 1997 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 Lease extension with Cadence Company (as
referenced under 10.1)
10.14 Form of 1994 Long-Term Incentive Compensation
Plan Award Agreement @
10.15 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. ####
10.16 Agreement to Terminate Strategic Alliance dated
as of April 10, 1997, between Freightliner and
Oshkosh. ########
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, 1997) ########
13. 1997 Annual Report to Shareholders, to the extent
incorporated herein by reference ########
21. Subsidiaries of Registrant ########
23. Consent of Ernst & Young LLP
27. Financial Data Schedule ########
99. Management's Discussion and Analysis of
Consolidated Financial Condition and Results of
Operations and Financial Statements and
Supplementary Data.
*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.
#### Previously filed and incorporated by reference to the company's form
10-K for the year ended September 30, 1996.
@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 Exhibit A to the
company's Proxy Statement for Annual Meeting of Shareholders held on
February 3, 1997 filed on Schedule 14A.
####### Previously filed and incorporated by reference to the company's
Form 10-Q for the quarter ended April 1, 1995.
######## Previously filed.
(b) The company was not required to file a report on Form 8-K during
the quarter ended September 30, 1997.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly authorized.
OSHKOSH TRUCK CORPORATION
February 11, 1998 By /S/ Timothy M. Dempsey
Timothy M. Dempsey
Vice President, General Counsel
and Secretary
INDEX TO EXHIBITS
2.1 Stock Purchase Agreement by and among McNeilus
Companies, Inc., the shareholders of McNeilus
Companies, Inc., and Oshkosh Truck Corporation dated
December 8, 1997. ########
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 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.####
4.3 Second Amendment to Credit Agreement dated as of
April 25, 1997 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 Lease extension with Cadence Company (as referenced
under 10.1)
10.14 Form of 1994 Long-Term Incentive Compensation Plan
Award Agreement @
10.15 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. ####
10.16 Agreement to Terminate Strategic Alliance dated as of
April 10, 1997, between Freightliner and Oshkosh.
########
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, 1997) ########
13. 1997 Annual Report to Shareholders, to the extent
incorporated herein by reference ########
21. Subsidiaries of Registrant ########
23. Consent of Ernst & Young LLP
27. Financial Data Schedule ########
99. Management's Discussion and Analysis of Consolidated
Financial Condition and Results of Operations and
Financial Statements and Supplementary Data.
*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.
#### Previously filed and incorporated by reference to the company's form
10-K for the year ended September 30, 1996.
@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 Exhibit A to the
company's Proxy Statement for Annual Meeting of Shareholders held on
February 3, 1997 filed on Schedule 14A.
####### Previously filed and incorporated by reference to the company's
Form 10-Q for the quarter ended April 1, 1995.
######## Previously filed.