SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
OSHKOSH TRUCK CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
OSHKOSH TRUCK CORPORATION
2307 Oregon Street
P.O. Box 2566
Oshkosh, Wisconsin 54903
(920) 235-9151
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 1, 1999
To the Shareholders of OSHKOSH TRUCK CORPORATION:
Notice is hereby given that the Annual Meeting of Shareholders of
Oshkosh Truck Corporation, a Wisconsin corporation, 2307 Oregon Street, P.O. Box
2566, Oshkosh, Wisconsin 54903, will be held on Monday, February 1, 1999, at
10:00 o'clock in the forenoon at the Experimental Aircraft Association Museum,
3000 Poberezny Road, Oshkosh, Wisconsin, for the following purposes:
(1) To elect directors for terms of one year expiring at the Annual
Meeting to be held in 2000;
(2) To approve the Oshkosh Truck Corporation 1990 Incentive Stock Plan,
as amended; and
(3) To transact such other business as may be properly brought before
the meeting or any adjournment thereof.
Only shareholders of record at the close of business on December 16,
1998, will be entitled to notice of and to vote at the meeting and any
adjournment thereof.
A copy of the Annual Report of the company for the fiscal year ended
September 30, 1998, and a Proxy Statement accompany this Notice.
If you will be unable to be present in person at the meeting and desire
your stock to be voted, you are requested to complete, sign and return promptly
the (white) proxy card for Class A Common Stock and/or the (green) proxy card
for Common Stock in the enclosed stamped, self-addressed return envelope.
By order of the Board of Directors,
TIMOTHY M. DEMPSEY, Secretary
OSHKOSH TRUCK CORPORATION
Oshkosh, Wisconsin
December 23, 1998
OSHKOSH TRUCK CORPORATION
Proxy Statement for Annual Meeting of Shareholders
To be Held on February 1, 1999
This statement is furnished on or about December 30, 1998, in
connection with the solicitation of proxies by the Board of Directors of Oshkosh
Truck Corporation, 2307 Oregon Street, P.O. Box 2566, Oshkosh, Wisconsin 54903
(the "company"), to be used at the Annual Meeting of Shareholders of the company
to be held on Monday, February 1, 1999, at 10:00 o'clock in the forenoon at the
Experimental Aircraft Association Museum, 3000 Poberezny Road, Oshkosh,
Wisconsin, for the purposes set forth in the accompanying Notice of Annual
Meeting of Shareholders.
Execution of a proxy given in response to this solicitation will not
affect a shareholder's right to attend the meeting and to vote in person.
Presence at the meeting of a shareholder who has signed a proxy does not in
itself revoke the proxy. Any shareholder giving a proxy may revoke it at any
time before it is exercised by giving notice thereof to the Board of Directors
in writing or in open meeting. Unless so revoked, the shares represented by
proxies received by the Board of Directors will be voted at the meeting or any
adjournments thereof. Where a shareholder specifies a choice by means of a
ballot provided in the proxy, the shares will be voted in accordance with such
specification.
Only holders of shares of Class A Common Stock, $.01 par value (the
"Class A Common Stock"), and Common Stock, $.01 par value (the "Common Stock"),
on December 16, 1998, are entitled to vote at the Annual Meeting. On that date,
the company had outstanding and entitled to vote 296,756 shares of Class A
Common Stock and 8,124,745 shares of Common Stock. Currently, the company does
not have a shareholder rights plan. However, the company's Board of Directors is
considering the adoption of such a plan. The terms of any plan that the Board of
Directors may adopt are not known at this time. However, any rights plan could
have the effect of making it more difficult for any person to acquire the
company or acquire control of the company.
There are separate proxy cards for the Class A Common Stock (white) and
the Common Stock (green). Enclosed for holders of shares of only one class of
stock is the appropriate proxy card. Enclosed for holders of both classes of
stock are both proxy cards; each proxy card must be completed, signed and
returned for shares of each class to be represented at the meeting.
ELECTION OF DIRECTORS
The Board of Directors of the company currently consists of nine
members, each of whom is elected each year to serve for a term of one year and
until his or her successor is elected. Under the company's Restated Articles of
Incorporation, as amended, holders of shares of Common Stock have the right to
elect as a class 25% of the entire Board of Directors of the company. At the
Annual Meeting, nine directors will be elected; holders of shares of Class A
Common Stock will elect seven directors, and holders of shares of Common Stock
will elect two directors. Unless otherwise revoked, proxies received by the
Board of Directors with authority to vote in the election of directors will be
voted at the Annual Meeting for the election for one-year terms of each of the
nominees listed on the following page. Because directors are elected by a
plurality of the votes cast (assuming a quorum is present at the Annual
Meeting), any shares not voted, whether due to abstentions or broker nonvotes,
have no impact on the election of directors except to the extent the failure to
vote for an individual results in another individual receiving a larger number
of votes.
In the event that any of the nominees should fail to stand for
election, the persons named in the form of proxy intend to vote for substitute
nominees.
Certain information as of November 18, 1998, with respect to each
nominee is set forth on the next page.
1
NOMINEES FOR HOLDERS OF CLASS A COMMON STOCK
Name Age Office, if any, Held in Company
J. William Andersen 60
Robert G. Bohn 45 President and Chief Executive Officer
Gen. Frederick M. Franks, Jr. 62
(Ret. U.S. Army)
Michael W. Grebe 58
Kathleen J. Hempel 48
Stephen P. Mosling 52
J. Peter Mosling, Jr. 54
NOMINEES FOR HOLDERS OF COMMON STOCK
Name Age Office, if any, Held in Company
Daniel T. Carroll 72
Richard G. Sim 54
J. WILLIAM ANDERSEN - Mr. Andersen has served as a Director of the
company since 1976 and had been the Executive Director of Development,
University of Wisconsin-Oshkosh from 1980 through his retirement in 1994.
ROBERT G. BOHN - Mr. Bohn joined the company in 1992 as Vice
President-Operations. He was appointed President and Chief Operating Officer in
1994. He was appointed President and Chief Executive Officer in October, 1997.
Prior to joining the company, Mr. Bohn was Director-European Operations for
Johnson Controls, Inc., Milwaukee, Wisconsin, which manufactures, among other
things, automotive products. He worked for Johnson Controls from 1984 until
1992. He was elected a Director of the company in June 1995.
DANIEL T. CARROLL - Mr. Carroll has served as Director of the company
since 1991. In October, 1997, he was elected Chairman of its Board of Directors.
He is Chairman of The Carroll Group, a management consulting firm located in
Avon, Colorado. Mr. Carroll is also a director of Wolverine World Wide,
Incorporated; Comshare, Inc.; Aon Corp.; Diebold Incorporated; A.M. Castle &
Company; American Woodmark Corporation; and Woodhead Industries, Inc.
GEN. FREDERICK M. FRANKS, JR. (RET. U.S. ARMY) - Gen. Franks has served
as a Director of the company since 1997. He was the Commander of the U.S. Army
Training and Doctrine Command from 1991 to 1994 and commanded the U.S. Army VII
Corps during Operation Desert Storm. He retired from the Army in 1994.
MICHAEL W. GREBE - Mr. Grebe has served as a Director of the company
since 1990. He has been a partner in the law firm of Foley & Lardner in
Milwaukee since 1977. The company retained Mr. Grebe's firm for legal services
in 1998 and will similarly do so in 1999.
KATHLEEN J. HEMPEL - Ms. Hempel has served as a Director of the company
since 1997. She was Vice Chairman and Chief Financial Officer of Fort Howard
Corporation, Green Bay, Wisconsin, which manufactured paper and paper products,
from 1992 until its merger into Fort James Corporation in 1997. She is a
director of A.O. Smith Corporation and Whirlpool Corporation.
J. PETER MOSLING, JR. - Mr. Mosling has served as a Director of the
company since 1976, having joined the company in 1969. He had served in various
senior executive capacities since joining the company through his retirement in
1994.
2
STEPHEN P. MOSLING - Mr. Mosling has served as a Director of the
company since 1976, having joined the company in 1971. He had served in various
senior executive capacities since joining the company through his retirement in
1994.
RICHARD G. SIM - Mr. Sim has served as a Director of the company since
1997. He is Chairman, President and Chief Executive Officer of Applied Power,
Inc., Milwaukee, Wisconsin, which manufacturers hydraulic equipment and
electrical consumables. He is a member of its Board of Directors. He also is a
director of Ipsco, Inc.
Stephen P. Mosling and J. Peter Mosling, Jr. are brothers. Other than
as noted, none of the company's Directors or executive officers has any family
relationship with any other Director or executive officer.
SHAREHOLDINGS OF NOMINEES AND
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of each class of the company's stock by each nominee, each
person known by the company to own beneficially more than 5% of either class of
the company's stock, each executive officer named in the summary compensation
table and all Directors and executive officers as a group as of November 18,
1998. Except as indicated, persons listed have sole voting and investment power
over the shares beneficially owned.
Class A Common
Percent Percent
Shares of Class Shares of Class
J. Peter Mosling, Jr. (2)(3) 119,813 40.37% 221,614 2.73%
P.O. Box 2566, Oshkosh, WI 54903
Stephen P. Mosling (1)(2)(3) 120,892 40.73% 427,729 5.26%
P.O. Box 2566, Oshkosh, WI 54903
J. William Andersen (3)(4) 1,890 * 3,000 *
Robert G. Bohn (3)(6) 0 * 78,554 *
Daniel T. Carroll (3) 0 * 3,000 *
Timothy M. Dempsey (3)(5)(6) 1,980 * 51,162 *
Gen. Frederick M. Franks, Jr. (Ret. U.S. Army) 0 * 1,200 *
Kathleen J. Hempel 0 * 1,000 *
Michael W. Grebe (3) 0 * 4,000 *
Paul C. Hollowell (3)(6) 0 * 52,047 *
Richard G. Sim 0 * 5,000 *
Charles L. Szews (3)(6) 0 * 17,648 *
Matthew J. Zolnowski (3)(6) 0 * 38,818 *
Franklin Resources, Inc. (7) 0 * 666,400 8.20%
Royce & Associates, Inc. (8) 0 * 693,800 8.54%
Sanford C. Bernstein & Co., Inc. (9) 0 * 633,900 7.80%
R. Eugene Goodson (3)(10) 0 * 28,382 *
All Directors and executive 244,575 82.42% 941,777 11.06%
officers as a group (16 persons) (3)
- ------------------------
*The amount shown is less than 1% of the outstanding shares of such class.
(1) Amount shown includes 157,347 shares of Common Stock held by Mr.
Mosling as trustee of a trust for the benefit of a related party.
3
(2) J. Peter Mosling, Jr. and Stephen P. Mosling are parties to an
agreement relating to Class A Common Stock. Under the agreement, Messrs. Mosling
each have agreed with the company that, in the event of their deaths or earlier
incapacities, together their shares of Class A Common Stock then will be
exchanged for a like number of shares of Common Stock. Were that to occur, a
consequence would be the automatic conversion, pursuant to the company's
articles of incorporation as restated and amended at the 1997 Annual
Shareholders meeting, of all outstanding shares of Class A Common Stock on a
share for share basis for shares of Common Stock.
(3) Amounts shown include 3,000 shares of Common Stock for J. Peter
Mosling, Jr., 3,000 shares of Common Stock for Stephen P. Mosling, 69,833 shares
of Common Stock for Robert G. Bohn, 45,583 shares of Common Stock for Paul C.
Hollowell, 9,000 shares of Common Stock for R. Eugene Goodson, 12,333 shares of
Common Stock for Timothy M. Dempsey, 9,834 shares of Common Stock for Charles L.
Szews, 33,583 shares of Common Stock for Matthew J. Zolnowski, 3,000 shares of
Common Stock for J. William Andersen, 3,000 shares of Common Stock for Daniel T.
Carroll, 3,000 shares of Common Stock for Michael W. Grebe, and 208,750 shares
of Common Stock for Directors and executive officers as a group represented by
stock options exercisable within 60 days of November 18, 1998.
(4) Amounts shown do not include 90 shares of Class A Common Stock
owned by Dulce W. Andersen, Mr. Andersen's wife, as to which he disclaims
beneficial ownership.
(5) Amounts shown do not include 1,125 shares of Common Stock held by
Linda D. Dempsey, Mr. Dempsey's wife, as to which he disclaims beneficial
ownership, but does include 7,170 shares of Common Stock held by Mr. Dempsey as
trustee of trusts for unrelated parties.
(6) Amounts shown include restricted shares of Common Stock awarded as
of October 31, 1997, as 1997 bonus compensation. Restrictions are against
resale, and are eliminated ratably after one, two and three years. For amounts
as to each executive officer see Note 1 to the Summary Compensation Table, on
page 5.
(7) Amount shown is as described in Schedule 13G filing with the
Securities and Exchange Commission on January 30, 1998. Percent of class shown
is without inclusion of options exercisable as depicted in footnote (3), above.
Franklin Resources, Inc., is located at 777 Mariner's Blvd., San Mateo,
California 94403, and manages closed-end investment companies and other managed
investment accounts.
(8) Amount shown is as described on Schedule 13G filing with the
Securities and Exchange Commission on February 5, 1998. Percent of class shown
is without inclusion of options exercisable as depicted in footnote (3), above.
Royce & Associates, Inc. is located at 1414 Avenue of the Americas, New York,
New York 10019, and manages investment accounts.
(9) Amount shown is as described on Schedule 13G filing with the
Securities and Exchange Commission on January 31, 1998. Percent of class shown
is without inclusion of options exercisable as depicted in footnote (3), above.
Sanford C. Bernstein & Co., Inc. is located at One State Street Plaza, New York,
New York 10004-1545, and manages investment accounts.
(10) Mr. Goodson was Chairman and Chief Executive Officer of the
company for that part of fiscal year 1998 ending on October 9, 1997. See
Agreements with Named Executive Officers, on page 9.
EXECUTIVE COMPENSATION
Summary Compensation Information
The following table sets forth certain information concerning
compensation paid, or accrued, for the last three fiscal years to the Chief
Executive Officer of the company and each of its four other most highly
compensated executive officers in fiscal 1998. The persons named in the table
are sometimes referred to in this proxy statement as the "named executive
officers."
4
SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION
- --------------------------------------------------------------------------------------------------------------------------------
Long-Term
Other Annual Compensation All Other
Name and Principal Salary Bonus Compensation Awards Compensation
-------
Position Year ($) ($)(1) ($)(1) Stock Options ($)(2)(3)
(#)
- ---------------------------- ----------- ------------ ------------ ------------------- ------------------- -------------------
Robert G. Bohn 1998 385,000 385,000 0 82,500 2,400
President and 1997 300,000 143,897 117,700 0 2,206
Chief Executive 1996 245,000 0 0 0 2,442
Officer
- ---------------------------- ----------- ------------ ------------ ------------------- ------------------- -------------------
R. Eugene Goodson 1998 10,769 0 0 0 972,704
Chairman and 1997 400,000 319,803 261,700 0 2,152
Chief Executive 1996 400,000 0 0 0 2,356
Officer (3)
- ---------------------------- ----------- ------------ ------------ ------------------- ------------------- -------------------
Charles L. Szews 1998 230,000 204,100 0 38,500 2,063
Executive Vice 1997 200,000 95,931 78,494 0 24,639
President and Chief 1996 86,096 47,000 14,875 8,500 38,059
Financial Officer
- ---------------------------- ----------- ------------ ------------ ------------------- ------------------- -------------------
Timothy M. Dempsey 1998 230,000 154,100 0 33,000 2,115
Executive Vice 1997 190,000 80,586 65,935 0 1,018
President, General 1996 168,350 44,192 0 0 0
Counsel and
Secretary
- ---------------------------- ----------- ------------ ------------ ------------------- ------------------- -------------------
Paul C. Hollowell 1998 210,000 140,700 0 33,000 6,383
Executive Vice 1997 200,000 95,931 78,494 0 1,716
President and 1996 184,080 0 0 0 1,614
President, Defense
- ---------------------------- ----------- ------------ ------------ ------------------- ------------------- -------------------
Matthew J. Zolnowski 1998 190,000 127,300 0 33,000 2,226
Executive Vice 1997 175,000 86,378 66,250 0 1,259
President, 1996 140,450 0 0 0 1,097
Administration
- ---------------------------- ----------- ------------ ------------ ------------------- ------------------- -------------------
- --------------------
(1) 1997 sums reflect the decision of the Compensation Committee to
provide for bonus awards of shares of Common Stock, together with cash for the
income tax consequence of the bonus award. Awards were made as of October 31,
1997, at $16.50 per share. Respectively: for Mr. Bohn these were 8,721 shares
and $117,700; for Messrs. Hollowell and Szews, these were 5,814 shares and
$78,494; for Mr. Dempsey these were 4,884 shares and $65,935; and for Mr.
Zolnowski these were 5,235 shares and $66,250. No award was made for Mr.
Goodson. The stock awards vested immediately, but were subject to transfer
restrictions that expire ratably over the three years ending October 31, 2000.
5
(2) For all named executive officers, the amounts reflected for 1998
consist of company matching contributions under the Oshkosh Truck Corporation
Tax Deferred Investment Plan, which is a savings plan under Section 401(k) of
the Internal Revenue Code. In 1998 Mr. Hollowell also received medical expense
reimbursements in the sum of $3,983.
(3) Mr. Goodson was Chairman and Chief Executive Officer of the company
for that part of fiscal year 1998 ending on October 9, 1997. Amount shown as
"All Other Compensation" for Mr. Goodson reflects payments under a separation
agreement. See Agreements with Named Executive Officers, on page 9.
Stock Options
The company has in effect the Oshkosh Truck Corporation 1990 Incentive
Stock Plan (the "1990 Plan"), pursuant to which options to purchase shares of
Common Stock may be granted to key employees of the company. The following table
presents certain information as to grants of stock options made during fiscal
1998 to the named executive officers.
OPTION GRANTS IN 1998 FISCAL YEAR
Potential Realizable
Value at Assumed
Annual Rates of Stock
Individual Grants Price Appreciation for
Ten-Year Grant Term
(2)
- ----------------------------------------------------------------------------------------------- -------------------------------
Percent of
Total Options Exercise At 5% At 10%
Options Granted to or Base Annual Annual
Granted Employees in Price Expiration Growth Growth
Name (#)(1) Fiscal Year ($/Share) Date (3) Rate Rate
- --------------------------- ----------------- ------------------ -------------- -------------- --------------- ---------------
Robert G. Bohn 25,000 6.04% $16.750 12/19/07 $263,350 $667,380
25,000 6.04% $19.125 3/3/08 $300,690 $762,008
32,500 7.85% $23.625 10/20/08 $482,873 $1,223,695
R. Eugene Goodson 0 0% 0 N/A $0 $0
Charles L. Szews 12,500 3.02% $16.750 12/19/07 $131,675 $333,690
10,000 2.42% $19.125 3/3/08 $120,276 $304,803
16,000 3.86% $23.625 10/20/08 $237,722 $602,435
Timothy M. Dempsey 10,000 2.42% $16.750 12/19/07 $105,340 $266,952
10,000 2.42% $19.125 3/3/08 $120,276 $304,803
13,000 3.14% $23.625 10/20/08 $193,149 $489,478
Paul C. Hollowell 10,000 2.42% $16.750 12/19/07 $105,340 $266,952
10,000 2.42% $19.125 3/3/08 $120,276 $304,803
13,000 3.14% $23.625 10/20/08 $193,149 $489,478
Matthew J. Zolnowski 10,000 2.42% $16.750 12/19/07 $105,340 $266,952
10,000 2.42% $19.125 3/3/08 $120,276 $304,803
13,000 3.14% $23.625 10/20/08 $193,149 $489,478
- -----------------
6
(1) The options reflected in the table (which are non-qualified options
for purposes of the Internal Revenue Code) vest ratably over the three-year
period from the date of grant.
(2) This presentation is intended to disclose the potential value which
would accrue to the optionee if the option were exercised the day before it
would expire and if the per share value had appreciated at the compounded annual
rate indicated in each column. The assumed rates of appreciation of 5% and 10%
are prescribed by the rules of the Securities and Exchange Commission regarding
disclosure of executive compensation. The assumed annual rates of appreciation
are not intended to forecast possible future appreciation, if any, with respect
to the price of the Common Stock.
(3) The options reflected in the table which have an expiration date of
10/20/08 will not be effective unless holders of Class A Common Stock approve
the amended 1990 Plan.
The following table sets forth information regarding stock options
exercised in 1998 by named executive officers and the fiscal year-end value of
unexercised options held by such officers:
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
Shares Number of Unexercised Value of Unexercised
Acquired Options at Fiscal Options at Fiscal
On Value Year-End (#) Year-End (1)
Exercise Realized
(#) ($)
------------- ------------ ----------------------------------- -----------------------------------
Exercisable Unexercisable Exercisable Unexercisable
--------------- ------------------ --------------- ------------------
Robert G. Bohn 0 $0 61,500 82,500 $854,750 $397,813
R. Eugene Goodson 116,500 991,625 9,000 0 99,000 0
Charles L. Szews 0 0 5,667 41,333 55,253 211,497
Timothy M. Dempsey 0 0 9,000 33,000 106,625 159,125
Paul C. Hollowell 0 0 42,250 33,000 586,656 159,125
Matthew J. Zolnowski 0 0 30,250 33,000 420,313 159,125
- -------------------
(1) The dollar values are calculated by determining the difference
between the fair market value of the underlying Common Stock and the exercise
price of the options at fiscal year-end.
Pension Plan Benefit
The following table shows at different levels of compensation and years
of credited service the estimated annual benefits payable as a straight life
annuity to a covered participant, assuming retirement at age 65, under the
Oshkosh Truck Corporation Retirement Plan (the "Pension Plan") as presently in
effect.
7
Average Annual Annual Retirement Benefits for
Compensation in Highest Employees Retiring at Age 65
5 Consecutive Calendar
Years Completed Before
Retirement
- ------------------------------ ------------------------------------------------------------------------------------------------
Years of Service
------------------------------------------------------------------------------------------------
5 10 15 20 25 30+
--------------- -------------- --------------- --------------- ---------------- --------------
$100,000 $8,333 $16,667 $25,000 $33,333 $41,667 $50,000
110,000 9,167 18,333 27,500 36,667 45,833 55,000
120,000 10,000 20,000 30,000 40,000 50,000 60,000
130,000 10,833 21,667 32,500 43,333 54,167 65,000
140,000 11,667 23,333 35,000 46,667 58,333 70,000
150,000 12,500 25,000 37,500 50,000 62,500 75,000
160,000+ 13,333 26,667 40,000 53,333 66,667 80,000
- -----------------
(1) The annual benefits shown in the table are based on final average
compensation listed in the appropriate compensation row and years of service
listed in the appropriate column. The amounts shown here are subject to a
reduction equal to 45% of the Primary Social Security Benefit payable at age 65
reduced by 1/30th for each year of service less than 30.
(2) As of March 1, 1994, for this plan, IRS regulations lowered the
amount of compensation allowed to be includable in benefit calculations from
$235,840 to $150,000. As of March 1, 1997, this amount was increased to
$160,000. Accrued benefits calculated as of February 28, 1994, at the higher
limit have been grandfathered.
Under the Pension Plan, a salaried employee is entitled to receive upon
retirement at age 65 a monthly benefit equal to 50% of average monthly
compensation less 45% of primary social security, reduced by 1/30th for each
benefit accrual year of service less than 30, or certain actuarially equivalent
benefits. Average monthly compensation is based on the average of the five
highest consecutive years of earnings (excluding bonuses and subject to a
maximum of $160,000 per calendar year) prior to the participant's normal
retirement age or other date of termination. One thousand hours constitute a
year of service. An employee who has reached the age of 55 with a minimum of 5
years of service may retire and begin to receive the actuarial equivalent of his
or her pension benefits. The spouse of an employee who would have been eligible
for early retirement at death, and married at least one year, is entitled to a
monthly benefit equivalent to 50% of the amount of the actuarially equivalent
joint and survivor annuity which would have been payable to a participant as of
the participant's normal retirement age.
Compensation covered by the Pension Plan for named executive officers
generally corresponds with the base salary for each such individual, subject to
the annual maximum. As of September 30, 1998, years of participating service
under the pension plan were 6.5 years for Mr. Bohn, 8.5 years for Mr. Goodson,
2.5 years for Mr. Szews, 3.0 years for Mr.
Dempsey, 7.5 years for Mr. Hollowell, and 6.8 years for Mr. Zolnowski.
The following table shows at different levels of compensation and years
of credited service the estimated annual benefits payable as a straight life
annuity to Mr. Bohn, assuming retirement at age 65, pursuant to the supplemental
retirement benefit provision contained in Mr. Bohn's employment agreement with
the company (the "Supplemental Retirement Benefit"):
8
Average Annual Years of Service
Compensation in 3
Consecutive Calendar
Years Completed Before
Retirement 5 10 15 18+
- ------------------------------- --------------------- ----------------------- ----------------------- --------------------
$500,000 $69,450 $138,900 $208,325 $250,000
$600,000 83,340 166,680 249,990 300,000
$700,000 97,230 194,460 291,655 350,000
$800,000 111,120 222,240 333,370 400,000
$900,000 125,010 250,020 374,985 450,000
$1,000,000 138,900 277,800 416,650 500,000
Under the Supplemental Retirement Benefit, Mr. Bohn is entitled to
receive upon retirement a monthly benefit equal to 30% of Mr. Bohn's average
monthly compensation at age 55 increasing to 50% of average monthly compensation
at age 62, reduced by the amount of any pension payable by the company under the
Pension Plan and subject to adjustment to the extent Mr. Bohn has not completed
18 years of employment after December 31, 1997 (the "Supplemental Retirement
Benefit Amount"). Average monthly compensation is based on the average of Mr.
Bohn's compensation for the three most recent years prior to Mr. Bohn's
retirement or other termination. Mr. Bohn's spouse is entitled to receive 50% of
the Supplemental Retirement Benefit Amount that would have been payable to Mr.
Bohn in the event of Mr. Bohn's death. Compensation covered by the Supplemental
Retirement Benefit for Mr. Bohn generally corresponds with the base salary for
Mr. Bohn. As of September 30, 1998, Mr. Bohn had .75 years of Benefit Service
under the Supplemental Retirement Benefit.
Agreements with Named Executive Officers
Except as described below, the company does not have employment
agreements with the named executive officers.
The company entered into an employment agreement with Mr. Bohn on
October 15, 1998. Under this agreement , the company agreed to employ Mr. Bohn
as President and Chief Executive Officer of the company until September 30,
2001, with the term of employment automatically renewed for successive one-year
periods thereafter unless either party gives notice of non-renewal at least two
years prior to September 30, 2001, or the end of the then current term. Mr. Bohn
receives an annual base salary of not less than $500,000 and is entitled to
participate in the bonus plan for senior management personnel of the company and
stock-based compensation programs in effect for other senior executives of the
company. Mr. Bohn is also entitled to a supplemental retirement benefit intended
to compensate him upon retirement as more fully described above under Pension
Plan Benefit. If Mr. Bohn's employment with the company is terminated during the
term of this agreement by the company without cause or by Mr. Bohn for good
reason, then the company is obligated to continue paying his salary and fringe
benefits for the remainder of the term as provided in the agreement.
The company entered into an employment agreement with Mr. Hollowell on
August 31, 1995, under which the company will employ him as Executive Vice
President of the company. The agreement has been extended and now expires on
September 30, 1999. Mr. Hollowell receives an annual base salary of not less
than $170,000, and participates in the company's bonus program for executive
officers. If Mr. Hollowell's employment with the company is terminated during
the term of this agreement in connection with a material breach of the agreement
by the company, then the company is obligated to continue paying his salary and
fringe benefits for the remainder of the term, as provided in the agreement.
9
The company has agreements with Messrs. Bohn, Szews, Dempsey,
Hollowell, and Zolnowski which provide that each executive is entitled to
benefits if, after a change in control (as defined) of the company, his
employment is ended through (i) termination by the company, other than by reason
of death or disability or for cause (as defined), or (ii) termination by him
following the first anniversary of the change in control or due to a breach of
the agreement by the company or a significant adverse change in his
responsibilities. The benefits provided are: (a) a cash termination payment of
up to three times the sum of the executive's annual salary and his highest
annual bonus during the three years before the termination and (b) continuation
of equivalent hospital, medical, dental, accident, disability and life insurance
coverage as in effect at the termination for a period which generally will end
two years after such change in control. The agreement provides that if any
portion of the benefits under the agreement or under any other agreement would
constitute an "excess parachute payment" for purposes of the Internal Revenue
Code of 1986, as amended (the "Code"), benefits are reduced so that the
executive is entitled to receive $1 less than the maximum amount which he can
receive without becoming subject to the 20% excise tax imposed by the Code, or
which the company may pay without loss of deduction under the Code.
The company entered into a separation agreement with Mr. Goodson, the
company's former Chairman and Chief Executive Officer, on June 5, 1998. Pursuant
to the terms of this agreement, Mr. Goodson's duties with the company and its
subsidiaries ceased as of October 9, 1997, and he was retained by the company as
a consulting employee beginning on his resignation date and ending on September
30, 1998 (the "Transition Period"). The company agreed to (i) pay Mr. Goodson
salary at the rate of $400,000 per year during the Transition Period, (ii) pay
Mr. Goodson an additional salary payment of $581,503 on the last day of the
Transition period, (iii) accrue benefits under the supplemental retirement
benefits arrangement contained in Mr. Goodson's employment agreement through the
Transition Period, and (iv) vest options to purchase 9,000 shares of Common
Stock granted under the 1990 Plan on September 28, 1998. Under this agreement
Mr. Goodson agreed not to be employed by or affiliated with certain competitors
of the company during the period beginning on this resignation date and ending
September 30, 1999 (the "Restricted Period") and, among other things, not to
solicit for employment any person employed by the company during the Restricted
Period. Mr. Goodson also agreed to a confidentiality arrangement and released
the company from any and all liability.
Certain Agreements
In connection with their retirement as employees of the company
effective February 11, 1994, the company entered into special retirement
arrangements with Stephen P. Mosling and J. Peter Mosling, Jr., who continue to
serve as Directors of the company. Those arrangements included (i) supplemental
retirement payments of $70,000 per calendar year from February 11, 1994, until
age 55 (on February 11, 1998, Mr. S. P. Mosling was 52, and Mr. J. P. Mosling,
Jr. was 54); (ii) supplemental retirement payments after age 55 in an amount
equal to $25,000 per calendar year; and (iii) entitlement, at the company's
expense and until age 65, to the standard medical and life insurance coverage
that the company offers to salaried employees.
REPORT OF THE HUMAN RESOURCES COMMITTEE
Responsibility for executive officer compensation is vested in the
Board of Directors and its Human Resources Committee. This function previously
was performed by the Compensation Committee of the Board of Directors. That
committee was reconstituted, with broadened responsibilities, as the Human
Resources Committee in 1998. The Human Resources Committee meets as necessary to
review with the President and Chief Executive Officer the performance of other
executive officers of the company, and without him in evaluation of his
performance. The Human Resources Committee recommends executive officer
compensation to the Board of Directors, which acts upon such recommendations
after review and discussion. The Human Resources Committee is also responsible
for establishing and administering the policies that govern the award of
incentives. In fiscal 1998, the Board of Directors did not modify or reject in
any material way the Human Resources Committee's recommendations.
The practice of the company with respect to executive officer
compensation is to place a significant part of total compensation at risk and
related to the financial performance of the company. At the conclusion of 1996,
the Human Resources Committee took the action of basing the risk component of
executive officer compensation for fiscal year 1997 entirely upon the value of
shares of the Common Stock of the company by providing that the after-income tax
amount of bonuses would be payable in restricted shares of such stock. The
restrictions against transfer as to such shares will lapse ratably over three
years following the date of such awards which was October 31, 1997. No
restricted shares of stock were awarded in 1998.
10
The risk component of executive officer compensation for fiscal year
1998 was based upon earnings performance of the company as it continued to
integrate the business of Pierce Manufacturing Inc., and the projected initial
integration of the McNeilus Companies, Inc., on the assumption that that
acquisition would occur. For all executive officers other than Messrs. Goodson
and Bohn, a target bonus of 40% of base salary was set at earnings per share of
$1.50, with a minimum bonus of 20% of base salary at earnings per share of
$1.35, and a maximum bonus of 67% of base salary at earnings per share of $1.70.
For Mr. Bohn, the respective percentages of base salary for target, minimum and
maximum bonus potential at those respective earnings per share amounts were 60%,
30% and 100%. Mr. Goodson was not awarded any bonus compensation. (See
Agreements with Named Executive Officers, above.)
The company's executive officer compensation historically has been
comprised of base salary, annual incentive compensation and long-term incentive
compensation in the form of stock options. In order to attract, retain and
provide incentives to valued executives, the Human Resources Committee has
established base salary ranges at competitive levels and has set incentive
opportunities in conformity to competitive practices. To gauge competitive
practice, the Human Resources Committee has considered the experience of the
company in the last four years in recruiting new senior level executives, and
has sought the advice of Towers Perrin, an executive compensation consulting
firm that advised the Human Resources Committee extensively in 1994, in 1996, in
1997 and, as a result of the substantial growth of the company resulting from
its acquisitions of Pierce Manufacturing Inc. and McNeilus Companies, Inc.,
again in 1998.
For purposes of determining competitive levels, the Human Resources
Committee focused primarily upon data reflecting compensation paid to executives
with similar responsibilities at industrial companies of a similar revenue size.
The Human Resources Committee believes that the company's competitors for
executive talent include significantly more companies than those peer group
companies for which stock performance is reflected in the performance graph set
forth elsewhere in this Proxy Statement. Further, the company often has
recruited executives from automotive component manufacturers, and from other
manufacturers, some of which are members of the industry index used for the
performance graph. Finally, the company has had a number of recent occasions to
evaluate competitive compensation issues in hiring and retaining executive
officers and other highly paid managers.
Base Salary
The company has established base salary ranges that are based on
competitive data and has granted salary increases based upon a combination of
the performance of the executive officer, his or her salary level within the
applicable competitive range, the performance of that part of the business of
the company for which the executive officer is responsible, and company
performance and profitability. In considering such executive officer
performance, the Human Resources Committee takes into consideration the fact
that the company has commercial lines of business in which financial success and
market share are most directly affected by price and service competition, which
contrast with the defense business which is more directly affected by
performance requirements of a major customer. The performance of the President
and Chief Executive Officer is evaluated on the basis of achievement of his
goals and objectives, which are established annually by the Human Resources
Committee and which include the profitability and performance of the company as
a whole. Mr. Goodson's base salary was continued at the level set for fiscal
years 1996 and 1997 through October 9, 1998. Payments to him after that date,
pursuant to the separation agreement dated October 9, 1998, confirmed prior
contractual commitments to him. On these bases, which included successful
integration of the businesses of Pierce Manufacturing Inc. and, when acquired,
McNeilus Companies, Inc., Mr. Bohn's base salary for fiscal 1998 was set at
$385,000, and his maximum bonus potential was increased to 100% of base salary.
On the same bases, Mr. Bohn's base salary for 1999 was increased to $500,000,
and his maximum bonus compensation potential was increased to 120% of salary.
Annual Incentive Awards
The company maintains an Incentive Compensation Plan ("ICP") that is
designed to reward achievement of business objectives determined by the Human
Resources Committee and approved by the Board of Directors. Awards are
considered for those executives who the Human Resources Committee determines can
have a significant impact upon company performance. To ensure compliance with
this objective, the Human Resources Committee consulted extensively with Towers
Perrin, as indicated, to verify that the annual incentive practices of the
company do indeed provide appropriately competitive incentive compensation
opportunities.
11
At the beginning of each year, the President and Chief Executive
Officer in consultation with the Human Resources Committee establishes company
and individual executive officer performance objectives. The Human Resources
Committee authorizes a two-component fund for incentive compensation. The first,
which was $150,000 in 1998, was used by Mr. Bohn to recognize unanticipated but
significant individual contributions by company employees during the year. The
Human Resources Committee was timely advised by Mr. Bohn of the reasons for and
amounts of all awards. No awards were made from this pool during the year to any
executive officers. As President and Chief Executive Officer, Mr.
Bohn also will exercise this authority in 1999.
The second component of the fund is a percentage of base salary for
executive officers and other highly compensated employees. For executive
officers, this percentage ranges in 1999 from 40% of base salary to a high, for
Mr. Bohn, of 120%. This component is intended to compensate executive officers
to the full extent of potential annual incentive compensation as and when the
company realizes the full extent of its intended operating results. Bonus
payments for 1998 commenced under this component of the ICP if the company
achieved 100% of its targeted profits. At earnings of $1.79 per share for 1998,
the bonus payment resulted in an aggregate award of 67% of the bonus potential
to the named executive officers other than Messrs. Goodson and Bohn, and of 100%
of the bonus potential for Mr. Bohn. The over-all operations of the company did
achieve targeted objectives. As a result, the company has paid executive officer
bonuses from this component of the fund for 1998.
Long-Term Incentive Compensation
In 1990, the shareholders approved the creation of an Incentive Stock
Plan. Its objectives are to encourage and facilitate ownership of company stock
by those highly compensated employees for whom a personal commitment to
long-term shareholder interests is most important. The practice of the Human
Resources Committee has been to grant stock options based upon the level of
responsibility placed on each executive officer, the individual performance, and
upon the potential of the executive to contribute to the future success of the
company. As a result, stock options for shares of Common Stock were awarded to
Mr. Bohn for 1998, as follows: on November 19, 1997, 25,000 shares; on February
2, 1998, 25,000 shares; and on September 21, 1998, 32,500 shares subject to
action of the Class A Common Stock shareholders to amend the 1990 Plan at the
1999 Annual Meeting of Shareholders.
Code Section 162(m)
Section 162(m) of the Internal Revenue Code limits the company's income
tax deduction for compensation paid in any taxable year to certain executive
officers to $1,000,000, subject to several exceptions. It is the policy of the
Human Resources Committee that the company should use its best efforts to cause
any compensation paid to executives in excess of such dollar limit to qualify
for such exceptions and, therefore, to continue to be deductible by the company.
In particular, the 1990 Plan is designed to permit awards which will continue to
qualify for the Code's exception for "performance-based compensation."
Conclusion
The Human Resources Committee believes that these components of the
executive compensation program provide compensation for executive officers that
is competitive with that offered by corporations with which the company competes
for retention of executive excellence. Further, and particularly with the recent
changes to the incentive compensation component, the Human Resources Committee
believes executive management equity incentive is better aligned with interests
of the shareholders and these incentives will motivate executives for the longer
term challenges with which the company is faced.
HUMAN RESOURCES COMMITTEE
Kathleen J. Hempel, Chair
J. William Andersen
G. Frederick M. Franks, Jr.
Stephen P. Mosling
12
Human Resources Committee Interlocks and Insider Participation
During fiscal year 1998, Mr. Stephen P. Mosling was a member of the
Human Resources Committee. During fiscal year 1998, and ending on September 30,
1998, the company incurred rental expense of $128,400 per year under a lease
between the company and Cadence Company, a partnership of which Mr. Mosling,
together with his four sisters and his brother J. Peter Mosling, Jr., are equal
partners. The lease related to property and a building used by the company as a
new product development center. The lease would have expired on July 31, 1999.
On September 30, 1998, the company acquired the property for the sum of
$772,500, which reflected the average of two M.A.I. appraisals of the fair
market value of property commissioned by the company.
Performance Information
Set forth below is a line graph comparing the yearly percentage change
during the last five years in the company's cumulative total shareholder return
on the Common Stock with the cumulative total return of the companies on the
NASDAQ Market Index, the companies currently in the "Media General Financial
Services" Standard Industry Classification Code 371 Index (motor vehicles and
equipment) (the "SIC Code 371 Index") and the companies in a peer group selected
in good faith by the company consisting of PACCAR, Inc. and Navistar
International Corp. The company has used the peer group in this graph in prior
years, but has selected the SIC Code 371 Index to replace the peer group because
the company believes the SIC Code 371 Index is more broad based ad includes
companies whose businesses are more like those of the company than the companies
currently reflected in the peer group. The comparison assumes that $100 was
invested on September 30, 1993, in the company's Common Stock, the NASDAQ Market
Index, the SIC Code 371 Index and the peer group. Total return assumes
reinvestment of dividends.
[GRAPHIC OMITTED] 1993 1994 1995 1996 1997 1998
--------------- ------------------------- ------------------------- -------------
Oshkosh Truck Corporation $100.00 $124.93 $182.72 $139.52 $215.02 $331.63
- ---------------------------------------------------------------- ------------------------- ------------------------- -------------
NASDAQ Market Index $100.00 $105.82 $128.48 $150.00 $203.88 $211.88
- ---------------------------------------------------------------- ------------------------- ------------------------- -------------
SIC Code 371 Index $100.00 $114.73 $116.04 $130.69 $162.85 $147.16
- ---------------------------------------------------------------- ------------------------- ------------------------- -------------
Peer Group (as previously reported) $100.00 $76.90 $79.34 $90.20 $205.59 $159.51
- ---------------------------------------------------------------- ------------------------- ------------------------- -------------
13
Compensation of Directors
Each outside Director of the company (currently Messrs. Andersen,
Carroll, Grebe, J.P. Mosling, Jr., S. Mosling and Sim, Ms. Hempel and Gen.
Franks) is entitled to receive an annual retainer of $16,000 for service as a
Director, plus $1,000 for each Board meeting attended, and a fee of $750 for
each meeting attended of the audit, human resources, executive, and governance
committees. As Chairman of the Board of Directors, Mr. Carroll receives the
additional annual sum of $25,000. Further, for certain interim services in
support of the transition of the office of Chief Executive Officer, he will
receive $10,000 per month until such services are discontinued at the request of
the Board of Directors. The committee chairperson receives an additional $1,000
per year. In addition, subject to approval by holders of Class A Common Stock of
the proposed amendment to the 1990 Plan, each outside Director annually will
receive options to acquire 2,000 shares of Common Stock immediately following
his or her election at the Annual Meeting. The price of shares under such
options is the closing price of such shares on the date of award.
PROPOSAL FOR SECOND AMENDMENT TO
THE OSHKOSH TRUCK CORPORATION
1990 INCENTIVE STOCK PLAN
Summary of Proposal
General. In 1991, shareholders of the company approved the Oshkosh
Truck Corporation 1990 Incentive Stock Plan (the "1990 Plan"). The original plan
authorized the issuance of up to 400,000 shares of Common Stock. In 1995,
shareholders amended the 1990 Plan to increase the aggregate authorized share
issuance to 825,000. Since the inception of the 1990 Plan, 49,703 shares of
restricted Common Stock have been issued and vested under the 1990 Plan, 208,129
shares of Common Stock have been issued pursuant to options granted under the
1990 Plan, and options to purchase an additional 711,701 shares under the 1990
Plan remain outstanding. The Board of Directors wishes to continue the 1990 Plan
and accordingly is seeking the approval of holders of Class A Common Stock to
amend the 1990 Plan to authorize the issuance of an additional 425,000 shares of
Common Stock under the plan and to effect certain other changes to the plan
described below, including increasing the size of the annual grant of options to
nonemployee directors. If the amended 1990 Plan is approved, then the aggregate
number of shares authorized to be issued under the 1990 Plan will be 1,250,000.
The Restated Articles of Incorporation of the company authorize the issuance of
1,000,000 shares of Class A Common Stock and 18,000,000 shares of Common Stock.
There were 296,756 shares of Class A Common Stock and 8,124,745 shares of Common
Stock issued and outstanding as of December 16, 1998, and the market value of
one share of Common Stock as of that date was $30.75. The following is a summary
discussion of the amended 1990 Plan. Copies of the complete amended 1990 Plan
are available without charge upon written request mailed to the Secretary of the
company at the company's address set forth on the face of this Proxy Statement.
Participation. The amended 1990 Plan, which is administered by the
Human Resources Committee, provides for the granting to key employees of the
company and its subsidiaries of stock options and/or restricted stock.
Currently, approximately 19 employees are eligible to participate in the 1990
Plan. The number of participants could increase based upon future growth by the
company. The selection of participants will be based upon the Human Resources
Committee's opinion that the participant is in a position to contribute
materially to the company's continued growth and development and to its
long-term financial success. Under the 1990 Plan, nonemployee directors of the
company also receive grants of stock options. The company currently has eight
nonemployee directors.
Stock Subject to the 1990 Plan. The amended 1990 Plan provides for the
sale or grant of up to 1,250,000 shares (either authorized but unissued shares
or treasury shares) of Common Stock, subject to adjustment as described below.
If an option granted under the 1990 Plan expires, is canceled or terminated
unexercised as to any shares, or if the company acquires any shares subject to a
restricted stock grant, then such shares will again be available for issuance
under the 1990 Plan. The amended 1990 Plan also provides that the total number
of shares of Common Stock subject to issuance pursuant to options granted under
the 1990 Plan in any five year period to any one person may not exceed 150,000,
subject to adjustment as described below.
14
In the event of any change in the outstanding Common Stock by reason of
a stock dividend or split, recapitalization, merger, combination, spin-off,
exchange of shares or other similar corporate change, the Human Resources
Committee will adjust the number of shares subject to outstanding options, their
stated option prices, the number of shares subject to the 1990 Plan and the
number of shares that may be issued to any one person. In such event, the Human
Resources Committee may also adjust the number of shares subject to restricted
stock grants.
Options. The amended 1990 Plan provides that, upon the conclusion of
the 1999 Annual Meeting and each subsequent annual meeting of the shareholders
of the company, each nonemployee director at such time will be granted a
nonqualified option to purchase 2,000 shares of stock, compared to 1,000 shares
prior to the amendment. The exercise price per share of Common Stock subject to
an option granted to a nonemployee director under the amended 1990 Plan is the
fair market value of the Common Stock on the date the option is granted. The
options vest ratably over the three year period from the date of grant and
expire ten years after the date of grant. The option exercise price is payable
to the company in cash, by tendering shares of Common Stock or by any
combination thereof.
Options other than those granted to nonemployee directors will be
granted to participants at such time as the Human Resources Committee will
determine. The Human Resources Committee will also determine the number of
options granted and whether an option is to be an incentive stock option or
nonqualified stock option. The aggregated fair market value of Common Stock with
respect to which incentive stock options are exercisable for the first time by a
participant during any calendar year shall not exceed $100,000. The option price
per share of Common Stock will be fixed by the Human Resources Committee, but
will not be less than the fair market value of the Common Stock on the date of
grant. The Human Resources Committee will determine the expiration date of each
option but, in the case of an incentive stock option, the expiration date will
not be later than the tenth anniversary of the grant date. Options will be
exercisable at such times and be subject to such restrictions and conditions as
the Human Resources Committee deems necessary or advisable, except that options
granted to officers, directors or more than 10% shareholders may not be
exercised until at least six months after the date of grant. No option will be
assignable or transferable by a participant, except by will or the laws of
descent and distributor, and options may be exercised during the life of the
participant only by the participant. At the time of exercise, the option must be
paid in full either (i) in cash or its equivalent, (ii) by tendering shares of
previously acquired stock having a fair market value at the time of exercise
equal to the option price, or (iii) by a combination of (i) and (ii).
Restricted Stock. The Human Resources Committee may grant shares of
restricted stock to such participants, in such amounts, at such times and with
such restriction on transfer as it will determine, except that nonemployee
directors of the company are not entitled to received restricted stock grants.
Shares of restricted stock may not be transferred in any way, other than by will
or by the laws of descent and distribution, for the period of time determined by
the Human Resources Committee or prior to the earlier satisfaction of other
conditions specified by the Human Resources Committee as set forth in the
written stock grant. Any restricted stock granted to an officer, director or
more than 10% shareholder may not be sold for at least six months after the date
it is granted. After the period of restriction, the shares of restricted stock
become freely transferable. During the period of restriction, participants will
have sole voting rights, and will be entitled to receive all dividends and other
distributions with respect to restricted shares.
Change of Control. The Human Resources Committee, either at the time
options or shares of restricted stock are granted or, under certain
circumstances, at any time thereafter, may provide for the acceleration of or
accelerate the exercisability of options and/or the last day of the restriction
period for restricted stock upon a change of control of the company.
Certain Federal Income Tax Consequences. In general, a participant will
not recognize income for federal income tax purposes at the time of grant or
exercise of an incentive stock option. However, upon exercise, the excess of the
fair market value of the stock over the option price is treated as an adjustment
for purposes of the alternative minimum tax. If a participant holds the shares
received on exercise of an incentive stock option for at least two years from
the date of grant and one year from the date of exercise, he or she will
recognize no federal taxable income as a result of exercise. Any gain (or loss)
realized on the disposition of the stock will be treated a long-term capital
gain (or loss), and no deduction will be allowed to the company. If the holding
period requirements are not satisfied, then the participant will recognize
ordinary income at the time of the disposition equal to the lesser of (i) the
gain realized on the disposition or (ii) the difference between the option price
and the fair market value of the share on the date of exercise. Any additional
gain will be a long-term or short-term capital gain, depending upon the length
of time the shares were held. The company is entitled to a tax deduction equal
to the amount of ordinary income recognized by the participant.
15
The grant of a nonqualified stock option will not result in any taxable
income to a participant or director recipient. A participant or director will
recognize ordinary income upon exercise of a nonqualified stock option. In any
case, the amount of ordinary income recognized will be equal to the excess of
the fair market value of the stock at the time the income is recognized over the
option price. The company is entitled to a tax deduction in the same amount at
the time the participant or director recipient recognizes ordinary income.
Awards to Certain Persons. During 1998, the Human Resources Committee
approved grants of stock options to executive officers and others that do not
require shareholder approval of the amended 1990 Plan (see "Option Grants in
1998 Fiscal Year"). However, the option grants to executive officers approved by
the Human Resources Committee on September 21, 1998, will not be effective
unless holders of Class A Common Stock approve the amended 1990 Plan. Set forth
in the table below is information regarding awards of stock options under the
amended 1990 Plan to the persons noted that require shareholder approval of the
amended 1990 Plan:
NEW PLAN BENEFITS
Name and Principal Position Options to Purchase Common
Stock
- ------------------------------------------------------------------------------- ----------------------------------------
Robert G. Bohn, President and Chief Executive Officer 32,500
Charles L. Szews, Executive Vice President and Chief Financial Officer 16,000
Timothy M. Dempsey, Executive Vice President, General Counsel and 13,000
Secretary
Paul C. Hollowell, Executive Vice President and President, Defense 13,000
Matthew J. Zolnowski, Executive Vice President, Administration 13,000
Executive Officers as a Group 113,500
Non-Executive Director Group 2,000
( per year per director)
Non-Executive Officer Employee Group 54,500
Except for stock options granted to nonemployee directors on an annual
basis under the amended 1990 Plan, the company cannot currently determine the
awards that may be granted in the future to the persons named above under the
amended 1990 Plan. Such determinations will be made from time to time by the
Human Resources Committee.
Duration of Plan. The amended 1990 Plan will remain in effect until
after Common Stock subject to it has been purchased or acquired, unless
terminated by the Board of Directors. However, no option or restricted stock may
be granted after September 21, 2008 (which represents an extension from March
29, 2004).
Amendment, Modification and Termination. The Board of Directors may
amend, modify or terminate the 1990 Plan at any time, except that, unless
approved by the shareholders, no amendment will (i) change the provision so the
1990 Plan regarding option price or increase the maximum number of shares
issuable under the 1990 Plan generally or to any one person (except pursuant to
a change in the number of outstanding shares of Common Stock as described
above); (ii) materially modify the eligibility requirements for participation in
the 1990 Plan; (iii) materially increase the cost of the 1990 Plan to the
company or materially increase the benefits to participants under the 1990 Plan;
(iv) extend the period during which options or restricted stock may be granted;
or (v) extend the maximum period after the date of grant during which
16
options may be exercised. Termination, amendment or modification of the 1990
Plan will not adversely affect the rights of participants under options or
restricted stock previously granted without the consent of the participants.
Vote Required. The affirmative vote of a majority of the shares of
Class A Common Stock represented and voted at the Annual Meeting (assuming a
quorum is present) is required to approve the 1990 Plan. Any shares not voted at
the Annual Meeting (whether by broker nonvotes or otherwise, except abstentions)
will have no impact on the vote. Shares as to which holders abstain from voting
will be treated as votes against the proposal.
Recommendation. The Board recommends a vote FOR approval of the
amendments to the Oshkosh Truck Corporation 1990 Incentive Stock Plan, as
amended.
CERTAIN TRANSACTIONS
For additional information about certain transactions, see Human
Resources Committee Interlocks and Insider Participation.
SELECTION OF INDEPENDENT AUDITORS
Ernst & Young LLP has served as the company's independent auditors
since 1976, including during fiscal 1998. The independent auditors for the
company for fiscal 1999 will be approved formally in May 1999.
Representatives of Ernst & Young LLP will be present at the Annual
Meeting and will have an opportunity to make a statement if they desire to do so
and to respond to appropriate questions.
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors held seven meetings during fiscal 1998. Each
incumbent Director during the last year attended at least 75% of the aggregate
of the total meetings of the Board of Directors held while such person was a
Director and the total meetings of the Committees of the Board on which he
served. The company has appointed Executive, Human Resources, Audit, and
Governance Committees for Class A Common Stock and Common Stock Directors of the
Board of Directors.
The functions of the Executive Committee are to oversee corporate
policy, to review management proposals and to make recommendations on those
proposals to the Board of Directors and to exercise certain other executive
powers. The committee, which held eight meetings during fiscal 1998, currently
consists of Messrs. Bohn, Carroll, J.P. Mosling, Jr. and S.P. Mosling.
The Human Resources Committee recommends all officer salaries and
supplemental compensation plans to the Board of Directors. The committee, which
held five meetings during fiscal 1998, currently consists of Ms. Hempel and
Messrs. Andersen, Carroll and S.P. Mosling and Gen. Franks.
The functions of the Audit Committee are to meet with Arthur Anderson
LLP, acting under contract as internal auditors of the company, and with the
independent auditors of the company regarding the financial statements of the
company, the adequacy of internal controls and procedures of the company as they
relate to such statements, and adherence of employees to company policies and
procedures which affect such statements. The committee currently consists of
Messrs. Andersen, Carroll, Grebe, Sim and J.P. Mosling, Jr. The committee held
three meetings during fiscal 1998, including two meetings in executive session
with representatives of Ernst & Young LLP.
The Governance Committee recommends individuals for nomination and
appointment or election to the Board of Directors of the company. The committee
currently consists of Messrs. Carroll, Grebe and Gen. Franks. It met three times
during fiscal year 1998.
17
OTHER MATTERS
At the Annual Meeting, shareholders will approve the minutes for the
1998 Annual Meeting; such action will not constitute approval or disapproval of
any of the matters referred to in the minutes.
Management knows of no matters other than those stated which are likely
to be brought before the Annual Meeting. However, in the event that any other
matter shall properly come before the meeting, it is the intention of the
persons named in the forms of proxy to vote the shares represented by each such
proxy in accordance with their judgment on such matters.
All shareholder proposals pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934, as amended ("Rule 14a-8"), for presentation at the 2000
Annual Meeting must be received at the offices of the company, P.O. Box 2566,
Oshkosh, Wisconsin 54903, by August 17, 1999, for inclusion in the company's
2000 proxy statement. If the company does not receive notice of a shareholder
proposal submitted otherwise than pursuant to Rule 14a-8 prior to November 8,
1999, then the notice will be considered untimely and the persons named in
proxies solicited by the Board of Directors for the 2000 Annual Meeting may
exercise discretionary voting power with respect to such proposal.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
company's officers and directors to file reports of stock ownership and changes
in stock ownership with the Securities and Exchange Commission. SEC regulations
require officers and directors to furnish the company with copies of all Section
16(a) forms they file. Based solely on a review of such forms furnished to the
company, the company believes that during the period from September 30, 1997,
through September 30, 1998, all of its officers and directors, other than as set
forth below, complied with Section 16(a) filing requirements. Gen. Franks
inadvertently did not timely file one Form 4 covering one transaction for his
purchase of 200 shares of Common Stock. Ms. Hempel inadvertently did not timely
file a Form 3 upon her election as a Director of the company.
COST OF SOLICITATION
The cost of soliciting proxies will be borne by the company. The
company expects to solicit proxies primarily by mail. Proxies may also be
solicited personally and by telephone by certain officers and regular employees
of the company. It is not anticipated that anyone will be specially engaged to
solicit proxies or that special compensation will be paid for that purpose. The
company will reimburse brokers and other nominees for their reasonable expenses
in communicating with the persons for whom they hold stock of the company.
By order of the Board of Directors,
TIMOTHY M. DEMPSEY, Secretary
OSHKOSH TRUCK CORPORATION
18
OSHKOSH TRUCK CORPORATION
1990 INCENTIVE STOCK PLAN, as amended
Section 1. Establishment, Purpose, and Effective
Date of Plan
1.1 Establishment. Oshkosh Truck Corporation, a Wisconsin corporation,
hereby establishes the "1990 INCENTIVE STOCK PLAN" (the "Plan") for key
employees and for directors of the Corporation who are not employees of the
Corporation or any Subsidiary. The Plan permits the grant of Stock Options and
Restricted Stock.
1.2 Purpose. The purpose of the Plan is to advance the interests of
the Corporation and its Subsidiaries and promote continuity of management by
encouraging and providing for the acquisition of an equity interest in the
success of the Corporation by key employees and by enabling the Corporation to
attract and retain the services of key employees upon whose judgment, interest,
skills, and special effort the successful conduct of its operations is largely
dependent. In addition, the Plan is designed to promote the best interests of
the Corporation and its shareholders by providing a means to attract and retain
competent directors who are not employees of the Corporation or any Subsidiary
and to provide opportunities for stock ownership by such directors which will
increase their proprietary interest in the Corporation and, consequently, their
identification with the interests of the shareholders of the Corporation.
1.3 Effective Date. The Plan was initially effective April 9, 1990,
was amended effective April 25, 1994, and was further amended effective
September 21, 1998, subject to subsequent approval by the holders of outstanding
shares of common stock of the Corporation entitled to vote thereon at the next
annual meeting of the Corporation's shareholders.
Section 2. Definitions; Construction
2.1 Definitions. Whenever used herein, the following terms shall have
their respective meanings set forth below:
(a) "Act" means the federal Securities Exchange Act of 1934, as
amended.
(b) "Board" means the Board of Directors of the Corporation.
(c) A "Change of Control" means a change in control of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A promulgated under the Act, as amended; provided that,
without limitation, such a change in control shall be deemed to have
occurred (i) if any "person", as used in Section 3(a) (9) of the Act, other
than the Corporation or any person who on the effective date hereof is a
director or officer of the Corporation, is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Act), directly or indirectly, of
securities of the Corporation representing twenty-five percent (25%) or
more of the combined voting power of the
Corporation's then outstanding securities, or (ii) during any period of two
(2) consecutive years, individuals who, at the beginning of such period,
constituted the Board cease, for any reason, to constitute at least a
majority thereof, unless the election or nomination for election of each
new director was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who were directors at the beginning of the
period.
(d) "Code" means the Internal Revenue Code of 1986, as amended.
(e) "Committee" means the Human Resources Committee of the Board,
which shall consist of two (2) or more members of the Board, each of whom
is a "disinterested person" within the meaning of Rule 16b-3 and each of
whom qualifies as an "outside director" for purposes of Section 162(m) of
the Code.
(f) "Corporation" means Oshkosh Truck Corporation, a Wisconsin
corporation.
(g) "Disability" shall have the meaning assigned to the terms "total
disability" or "totally disabled" in the Oshkosh Truck Corporation Long
Term Disability Program for Salaried Employees, provided the Participant
remains totally disabled for five (5) consecutive months.
(h) "Fair Market Value" means the last sale price of the Stock as
reported on the NASDAQ National Market System on a particular date.
(i) "Non-Employee Director" means any member of the Board who is not
an employee of the Corporation or of any Subsidiary.
(j) "Option" means the right to purchase Stock at a stated price for a
specified period of time. For purposes of the Plan an Option may be either
(i) an "incentive stock option" within the meaning of Section 422 of the
Code or (ii) a "nonstatutory stock option."
(k) "Participant" means any individual designated by the Committee to
participate in the Plan.
(l) "Period of Restriction" means the period during which the transfer
of shares of Restricted Stock is restricted pursuant to Section 7 of the
Plan.
(m) "Restricted Stock" means Stock granted to a Participant pursuant
to Section 7 of the Plan.
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(n) "Retirement" shall have the meaning assigned to such term in the
pension plan of the Corporation.
(o) "Rule 16b-3" means Rule 16b-3 as promulgated by the United States
Securities and Exchange Commission under the Act or any successor rule or
regulation thereto.
(p) "Stock" means the Common Stock of the Corporation, par value of
one cent ($.01) per share.
(q) "Subsidiary" means any present or future subsidiary of the
Corporation, as defined in Section 424(f) of the Code.
2.2 Number. Except when otherwise indicated by the context, the
singular shall include the plural, and the plural shall include the singular.
Section 3. Eligibility and Participation
3.1 Eligibility and Participation. Participants in the Plan shall be
selected by the Committee from among those officers and other key employees of
the Corporation and its Subsidiaries who, in the opinion of the Committee, are
in a position to contribute materially to the Corporation's continued growth and
development and to its long-term financial success. All Non-Employee Directors
shall receive grants of Options as provided in Section 6A.
Section 4. Stock Subject to Plan
4.1 Number. The total number of shares of Stock subject to issuance
under the Plan may not exceed one million two hundred fifty thousand
(1,250,000). The total number of shares of Stock subject to issuance pursuant to
Options granted under the Plan in any five year period to any one person may not
exceed 150,000. The limitations set forth in this Section 4.1 are subject to
adjustment upon occurrence of any of the events indicated in Subsection 4.3. The
shares to be delivered under the Plan may consist, in whole or in part, of
authorized but unissued Stock or treasury Stock, not reserved for any other
purpose.
4.2 Unused Stock; Unexercised Rights. In the event any shares of stock
are subject to an Option which, for any reason, expires or is terminated
unexercised as to such shares, or any shares of Stock, subject to a Restricted
Stock grant made under the Plan are reacquired by the Corporation pursuant to
Subsection 7.9 or 7.10 of the Plan, such shares again shall become available for
issuance under the Plan.
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4.3 Adjustment in Capitalization. In the event that any change in the
outstanding shares of Stock (including an exchange of the Stock for stock or
other securities of another corporation) occurs after adoption of the Plan by
the Board by reason of a Stock dividend or split, recapitalization, merger,
consolidation, combination, exchange of shares or other similar corporate
change, the aggregate number of shares of Stock (or the stock or other
securities that had been issued in exchange for the shares of Stock) subject to
each outstanding Option, and its stated Option price, shall be appropriately
adjusted by the Committee, whose determination shall be conclusive; provided,
however, that fractional shares shall be rounded to the nearest whole share. In
such event, the Committee shall also have discretion to make appropriate
adjustments in the number and type of shares subject to Restricted Stock grants
then outstanding under the Plan pursuant to the terms of such grants or
otherwise. In the event of any other change in the Stock, the Committee shall in
its sole discretion determine whether such change equitably requires a change in
the number or type of shares subject to any outstanding Stock Option or
Restricted Stock grant and any such adjustment made by the Committee shall be
conclusive. Notwithstanding the foregoing, Options subject to grant or
previously granted to Non-Employee Directors under the Plan at the time of any
event described in this Section 4.3 shall be subject to only such adjustments as
shall be necessary to maintain the relative proportionate interest of the
Non-Employee Directors and preserve, without exceeding, the value of such
Options.
Section 5. Duration of Plan
5.1 Duration of Plan. The Plan shall remain in effect, subject to the
Board's right to earlier terminate the Plan pursuant to Subsection 10.3 hereof,
until all Stock subject to it shall have been purchased or acquired pursuant to
the provisions hereof. Notwithstanding the foregoing, no Option or Restricted
Stock may be granted under the Plan on or after September 21, 2008.
Section 6. Stock Options
6.1 Grant of Options. Subject to the provisions of Sections 4 and 5,
Options may be granted to Participants at any time and from time to time as
shall be determined by the Committee. Non-Employee Directors shall not be
eligible to be granted Options under the Plan, except as provided in Section 6A.
The Committee shall have complete discretion in determining the number of
Options granted to each Participant. The Committee also shall determine whether
an Option is to be an incentive stock option within the meaning of Section 422
of the Code or a nonstatutory stock option. However, in no event shall the Fair
Market Value (determined at the date of grant) of Stock with respect to which
incentive stock options are exercisable for the first time by a Participant
during any calendar year exceed one hundred thousand dollars ($100,000). Nor
shall any incentive stock option be granted to any person who owns, directly or
indirectly, stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Corporation ("Ten Percent
Stockholder"). Nothing in this Section 6 of the Plan
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shall be deemed to prevent the grant of nonstatutory stock options in excess of
the maximum established by Section 422 of the Code.
6.2 Option Agreement. Each Option shall be evidenced by an Option
agreement that shall specify the type of Option granted, the Option price, the
duration of the Option, the number of shares of Stock to which the Option
pertains and such other provisions as the Committee shall determine.
6.3 Option Price. No Option granted pursuant to the Plan shall have an
Option price that is less than the Fair Market Value of the Stock on the date
the Option is granted.
6.4 Duration of Options. Each Option shall expire at such time as the
Committee shall determine at the time it is granted; provided, however, that no
Option that is an incentive stock option shall be exercisable later than the
tenth (10th) anniversary date of its grant, and no Option that is a nonstatutory
stock option shall be exercisable more than ten (10) years and one (l) month
after the date of its grant.
6.5 Exercise of Options. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall in each instance approve, which need not be the same for all
Participants; except that Options granted to officers, directors or Ten Percent
Stockholders may not be exercised until at least six (6) months after the date
of grant.
6.6 Payment. The Option price upon exercise of any Option shall be
payable to the Corporation in full either (i) in cash or its equivalent, or (ii)
by tendering shares of previously acquired Stock having a Fair Market Value at
the time of exercise equal to the total Option price, or (iii) by a combination
of (i) and (ii). The proceeds from such a payment shall be added to the general
funds of the Corporation and shall be used for general corporate purposes.
6.7 Restrictions on Stock Transferability. The Committee may impose
such restrictions on any shares of Stock acquired pursuant to the exercise of an
Option under the Plan as it may deem advisable, including, without limitation,
restrictions under applicable Federal securities law, under the requirements of
any stock exchange upon which such shares of Stock are then listed and under any
blue sky or state securities laws applicable to such shares.
6.8 Termination of Employment Due to Death, Disability or Retirement.
In the event the employment of a Participant is terminated by reason of death,
Disability or Retirement, the Committee may provide in the Option agreement that
any outstanding Options shall become immediately exercisable at any time prior
to the expiration date of the Options or within twelve (12) months after such
date of termination of employment, whichever period is the shorter. However, in
the case of incentive stock options, the favorable tax treatment prescribed
under
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Section 422 of the Code shall not be available if such options are not exercised
within three (3) months after such date of termination due to Retirement.
6.9 Termination of Employment Other than for Death, Disability or
Retirement. If the employment of the Participant shall terminate for any reason
other than death, Disability or Retirement, the rights under any then
outstanding Option granted pursuant to the Plan shall terminate upon the
expiration date of the Option or three (3) months after such date of termination
of employment, whichever first occurs, subject to such exceptions (which shall
be set forth in the Option Agreement) as the Committee may, in its sole
discretion, approve.
6.10 Nontransferability of Options. No Option granted under the Plan
may be sold, transferred, pledged, assigned or otherwise alienated or
hypothecated, otherwise than by will or by the laws of descent and distribution.
Further, all Options granted to a Participant under the Plan shall be
exercisable during his or her lifetime only by such Participant.
Section 6A. Non-Employee Director Stock Options
6A.1 Grant of Options. Subject to approval of amendments to the Plan
by the shareholders of the Corporation as contemplated by Section 1.3, upon the
conclusion of the 1999 annual meeting of the shareholders of the Corporation,
and thereafter, upon the conclusion of each annual meeting of the shareholders
of the Corporation, each Non-Employee Director at such time shall be granted a
nonqualified Option to purchase 2,000 shares of Stock.
6A.2 Terms of Options. The right to exercise Options granted to a Non-
Employee Director pursuant to this Section 6A shall accrue as to one-third (1/3)
of the shares on each of the first three anniversaries of the date of grant. No
partial exercise of the Options may be for less than one hundred (100) share
lots or multiples thereof. The term of Options granted pursuant to this Section
6A shall expire ten years and one month from the date of grant or twelve months
after the Non-Employee Director ceases for any reason to be a member of the
Board, whichever occurs first. The Option exercise price shall be the Fair
Market Value of the Stock on the date each Option is granted, which shall be
payable to the Corporation in full upon exercise either (i) in cash or its
equivalent, or (ii) by tendering shares of previously acquired Stock having a
Fair Market Value at the time of exercise equal to the total Option price, or
(iii) by a combination of (i) and (ii).
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Section 7. Restricted Stock
7.1 Grant of Restricted Stock. Subject to the provisions of Sections 4
and 5, the Committee, at any time and from time to time, may grant shares of
Restricted Stock under the Plan to such Participants and in such amounts as it
shall determine. Non-Employee Directors are not eligible to receive grants of
Restricted Stock under the Plan. Each grant of Restricted Stock shall be in
writing.
7.2 Transferability. Except as provided in Section 7 hereof, the
shares of Restricted Stock granted hereunder may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated for such period of time
as shall be determined by the Committee and shall be specified in the Restricted
Stock grant, or upon earlier satisfaction of other conditions as specified by
the Committee in its sole discretion and set forth in the Restricted Stock
grant; provided that Restricted Stock granted to officers, directors or Ten
Percent Stockholders may not be sold for at least six (6) months after the date
of grant.
7.3 Other Restrictions. The Committee may impose such other
restrictions on any shares of Restricted Stock granted pursuant to the Plan as
it may deem advisable including, without limitation, restrictions under
applicable Federal or state securities laws, and may legend the certificates
representing Restricted Stock to give appropriate notice of such restrictions.
7.4 Certificate Legend. In addition to any legends placed on
certificates pursuant to Subsection 7.3 hereof, each certificate representing
shares of Restricted Stock granted pursuant to the Plan shall bear the following
legend:
"The sale or other transfer of the shares of stock
represented by this certificate, whether
voluntary, involuntary or by operation of law, is
subject to certain restrictions on transfer set
forth in Oshkosh Truck Corporation's 1990
Incentive Stock Plan, rules of administration
adopted pursuant to such Plan and a Restricted
Stock grant dated __________. A copy of the Plan,
such rules and such Restricted Stock grant may be
obtained from the Secretary of Oshkosh Truck
Corporation."
7.5 Removal of Restrictions. Except as otherwise provided in Section 7
hereof, shares of Restricted Stock covered by each Restricted Stock grant made
under the Plan shall become freely transferable by the Participant after the
last day of the Period of Restriction. Once the shares are released from the
restrictions, the Participant shall be entitled to have the legend required by
Subsection 7.4 removed from the Participant's Stock certificate.
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7.6 Voting Rights. During the Period of Restriction, Participants
holding shares of Restricted Stock granted hereunder may exercise full voting
rights with respect to those shares.
7.7 Dividends and Other Distributions. During the Period of
Restriction, Participants holding shares of Restricted Stock granted hereunder
shall be entitled to receive all dividends and other distributions paid with
respect to those shares while they are so held. If any such dividends or
distributions are paid in shares of Stock, the shares shall be subject to the
same restrictions on transferability as the shares of Restricted Stock with
respect to which they were paid.
7.8 Termination of Employment Due to Retirement. The Committee may
provide in its Restricted Stock grant that in the event a Participant terminates
his or her employment with the Corporation because of Retirement, any remaining
Period of Restriction applicable to the Restricted Stock pursuant to Subsection
7.2 hereof shall automatically terminate and, except as otherwise provided in
Subsection 7.3, the shares of Restricted Stock shall thereby be free of
restrictions and freely transferable. In the event the Restricted Stock grant
does not automatically terminate such restrictions and a Participant terminates
his or her employment with the Corporation because of Retirement, the Committee
may, in its sole discretion, waive the restrictions remaining on any or all
shares of Restricted Stock pursuant to Subsection 7.2 hereof and/or add such new
restrictions to those shares of Restricted Stock as it deems appropriate.
7.9 Termination of Employment Due to Death or Disability. The
Committee may provide in its Restricted Stock grant that in the event a
Participant terminates his or her employment with the Corporation because of
death or Disability during the Period of Restriction, the restrictions
applicable to the shares of Restricted Stock pursuant to Subsection 7.2 hereof
shall terminate automatically with respect to all of the shares or that number
of shares (rounded to the nearest whole number) equal to the total number of
shares of Restricted Stock granted to such Participant multiplied by the number
of full months which have elapsed since the date of grant divided by the maximum
number of full months of the Period of Restriction. All remaining shares shall
be forfeited and returned to the Corporation; provided, however, that the
Committee may, in its sole discretion, waive the restrictions remaining on any
or all such remaining shares either before or after the death of the
Participant.
7.10 Termination of Employment for Reasons Other than Death Disability
or Retirement. In the event that a Participant terminates his or her employment
with the Corporation for any reason other than those set forth in Subsections
7.8 and 7.9 hereof during the Period of Restriction, then any shares of
Restricted Stock still subject to restrictions at the date of such termination
shall automatically be forfeited and returned to the Corporation; provided,
however, that, in the event of an involuntary termination of the employment of a
Participant by the Corporation, the Committee may, in its sole discretion, waive
the automatic forfeiture of any or
-8-
all such shares and/or may add such new restrictions to such shares of
Restricted Stock as it deems appropriate.
7.11 Nontransferability of Restricted Stock. No shares of Restricted
Stock granted under the Plan may be sold, transferred, pledged, assigned or
otherwise alienated or hypothecated, otherwise than by will or by the laws of
descent and distribution until the termination of the applicable Period of
Restriction. All rights with respect to Restricted Stock granted to a
Participant under the Plan shall be exercisable during the Participant's
lifetime only by such Participant.
Section 8. Beneficiary Designation
8.1 Beneficiary Designation. Each Participant and Non-Employee
Director under the Plan may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) to whom any
benefit under the Plan is to be paid in case of the death of the Participant or
the Non-Employee Director, as the case may be, before he or she receives any or
all of such benefit. Each designation will revoke all prior designations by the
same Participant or Non-Employee Director, shall be in a form prescribed by the
Committee and will be effective only when filed by the Participant or
Non-Employee Director in writing with the Committee during the lifetime of the
Participant or Non-Employee Director. In the absence of any such designation,
benefits remaining unpaid at the death of the Participant or Non-Employee
Director, as the case may be, shall be paid to the estate of the Participant or
Non-Employee Director, as the case may be.
Section 9. Rights of Employees
9.1 Employment. Nothing in the Plan shall interfere with or limit in
any way the right of the Corporation to terminate any Participant's employment
at any time nor confer upon any Participant any right to continue in the employ
of the Corporation.
9.2 Participation. No employee shall have a right to be selected as a
Participant or, having been so selected, to be selected again as a Participant.
The preceding sentence shall not be construed or applied so as to deny an
employee any Participation in the Plan solely on the basis that the employee was
a Participant in connection with a prior grant of benefits under the Plan.
Section 10. Administration; Powers and Duties of the Committee
10.1 Administration. The Committee shall be responsible for the
administration of the Plan. The Committee, by majority action thereof, is
authorized to interpret the Plan, to prescribe, amend, and rescind rules and
regulations relating to the Plan, to provide for conditions
-9-
and assurances deemed necessary or advisable to protect the interests of the
Corporation, and to make all other determinations necessary or advisable for the
administration of the Plan, but only to the extent not contrary to the express
provisions of the Plan. Determinations, interpretations, or other actions made
or taken by the Committee pursuant to the provisions of the Plan shall be final
and binding and conclusive for all purposes and upon all persons whomsoever. The
grant, amount and terms of Awards to Non-Employee Directors under the Plan shall
be determined as provided in Section 6A of the Plan.
10.2 Change of Control. Without limiting the authority of the
Committee as provided herein, the Committee, either at the time Options or
shares of Restricted Stock are granted, or, if so provided in the applicable
Option agreement or Restricted Stock grant, at any time thereafter, shall have
the authority to accelerate in whole or in part the exercisability of Options
and/or the last day of the Period of Restriction upon a Change of Control. The
Option agreements and Restricted Stock grants approved by the Committee may
contain provisions whereby, in the event of a Change of Control, the
acceleration of the exercisability of Options and/or the last day of the Period
of Restriction may be automatic or may be subject to the discretion of the
Committee, depending on whether the Change of Control shall be approved by a
majority of the members of the Board. If the receipt of any payment by a
Participant under the circumstances described above would result in the payment
by the Participant of any excise tax provided for in Section 280G and Section
4999 of the Code, then the amount of such payment shall be reduced to the extent
required to prevent the imposition of such excise tax.
10.3 Amendment, Modification and Termination of Plan. The Board may at
any time terminate, and from time to time may amend or modify the Plan,
provided, however, that no such action of the Board, without approval of the
stockholders, may:
(a) Increase the total amount of Stock which may be issued under the
Plan, except as provided in Subsections 4.1 and 4.3 of the Plan.
(b) Increase the total number of shares of Stock that may be issued
under the Plan to any one Participant, except as provided in Subsections
4.1 and 4.3 of the Plan.
(c) Change the provisions of the Plan regarding the Option price
except as permitted by Subsection 4.3.
(d) Materially increase the cost of the Plan or materially increase
the benefits to Participants and/or Non-Employee Directors.
(e) Extend the period during which Options or Restricted Stock may be
granted.
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(f) Extend the maximum period after the date of grant during which
Options may be exercised.
(g) Change the class of individuals eligible to receive Options or
Restricted Stock.
No amendment, modification or termination of the Plan shall in any manner
adversely affect any Options or Restricted Stock theretofore granted under the
Plan, without the consent of the Participant.
Section 11. Tax Withholding
11.1 Tax Withholding. Whenever shares of Stock are to be issued under
the Plan, the Corporation shall have the power to require the recipient of the
Stock to remit to the Corporation an amount sufficient to satisfy Federal, state
and local withholding tax requirements prior to issuance of the certificate for
shares of stock.
Section 12. Requirements of Law
12.1 Requirements of Law. The granting of Options or Restricted Stock,
and the issuance of shares of Stock upon the exercise of an Option shall be
subject to all applicable laws, rules and regulations, and to such approvals by
any governmental agencies or national securities exchanges as may be required.
12.2 Governing Law. The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of Wisconsin.
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PROXY
CLASS A COMMON STOCK
OSHKOSH TRUCK CORPORATION
Revocable Proxy for Annual Meeting of Shareholders
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
I hereby appoint Robert G. Bohn and Timothy M. Dempsey, and each of
them, each with full power to act without the other, and each with full power of
substitution, as my proxy to vote all shares of Class A Common Stock the
undersigned is entitled to vote at the Annual Meeting of Shareholders of Oshkosh
Truck Corporation (the "Company") to be held at the Experimental Aircraft
Association Museum, 3000 Poberezny Road, Oshkosh, WI at 10:00 o'clock in the
forenoon on Monday, February 3, 1999, or at any adjournment thereof, as set
forth herein, hereby revoking any proxy previously given.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder.
If no direction is made, the Proxy will be voted FOR ALL nominees listed IN ITEM
1 AND FOR THE PROPOSAL TO APPROVE THE OSHKOSH TRUCK CORPORATION 1990 INCENTIVE
STOCK PLAN, AS AMENDED.
PLEASE MARK, SIGN AND DATE BELOW
DETACH AND RETURN PROMPTLY USING THE ENVELOPE PROVIDED
OSHKOSH TRUCK CORPORATION 1999 ANNUAL MEETING
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES LISTED IN ITEM 1.
1. ELECTION OF CLASS A 1 - J. William 2 - Robert G. Bohn
DIRECTORS: Andersen
3 - General Frederick M. Franks, Jr.(Ret.U.S. Army)
4 - Michael W. Grebe 5 - Kathleen J. Hempel
6 - Stephen P. Mosling 7 - J. Peter Mosling, Jr.
|_| FOR all nominees |_| WITHHOLD AUTHORITY
listed to the to vote for all
left (except as nominees listed to
specified below). the left.
- ---------------------------------------------------
- ---------------------------------------------------
(Instructions: To withhold authority to vote for any indicated nominee,
write the number(s) of the nominee(s) in the box provided to the right.)
2.Proposal to approve the Oshkosh Truck Corporation 1990 Stock Plan, as amended.
|_| FOR |_| AGAINST |_| ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
Check appropriate box
Address Change? [ ] Name Change? [ ] Date
Indicate changes below __________________________
NO. OF SHARES
------------------------------------------------
------------------------------------------------
Signature(s) in Box
I hereby acknowledge receipt of the Notice of said Annual Meeting and the
accompanying Proxy Statement and Annual Report. Note: Please sign name
exactly as it appears hereon. When signed as attorney, executor, trustee or
guardian, please add title. For joint accounts, each owner should sign.
PROXY
COMMON STOCK
OSHKOSH TRUCK CORPORATION
Revocable Proxy for Annual Meeting of Shareholders
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
I hereby appoint Robert G. Bohn and Timothy M. Dempsey, and each of them,
each with full power to act without the other, and each with full power of
substitution, as my proxy to vote all shares of Common Stock the undersigned is
entitled to vote at the Annual Meeting of Shareholders of Oshkosh Truck
Corporation (the "Company") to be held at the Experimental Aircraft Association
Museum, 3000 Poberezny Road, Oshkosh, WI at 10:00 o'clock in the forenoon on
Monday, February 3, 1999, or at any adjournment thereof, as set forth herein,
hereby revoking any proxy previously given.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder.
If no direction is made, the Proxy will be voted FOR ALL nominees listed IN ITEM
1.
PLEASE MARK, SIGN AND DATE BELOW
DETACH AND RETURN PROMPTLY USING THE ENVELOPE PROVIDED
OSHKOSH TRUCK CORPORATION 1999 ANNUAL MEETING
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES LISTED IN ITEM 1.
1. ELECTION OF DIRECTORS: 1 - Daniel T. Carroll 2 - Richard G. Sim
|_| FOR all nominees |_| WITHHOLD AUTHORITY
listed to the to vote for all
left (except as nominees listed to
specified below). the left.
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(Instructions: To withhold authority to vote for any indicated nominee,
write the number(s) of the nominee(s) in the box provided to the right.)
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
Check appropriate box
Address Change? [ ] Name Change? [ ] Date
Indicate changes below __________________________
NO. OF SHARES
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Signature(s) in Box
I hereby acknowledge receipt of the Notice of said Annual Meeting and the
accompanying Proxy Statement and Annual Report. Note: Please sign name
exactly as it appears hereon. When signed as attorney, executor, trustee or
guardian, please add title. For joint accounts, each owner should sign.