UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14D-9

 

 

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

 

(Amendment No. 5)

 

 

OSHKOSH CORPORATION

(Name of Subject Company)

 

OSHKOSH CORPORATION

(Name of Person Filing Statement)

 

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

688239201

(CUSIP Number of Class of Securities)

 

Bryan J. Blankfield

Executive Vice President, General Counsel and Secretary

Oshkosh Corporation

2307 Oregon Street

P. O. Box 2566

Oshkosh, Wisconsin 54903

(920) 235-9151

(Name, address and telephone number of person authorized to receive

notices and communications on behalf of the persons filing statement)

 

With copies to:

 

 

 

o            Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

 

Introduction

 

This Amendment No. 5 to Schedule 14D-9 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended from time to time, the “Statement”) originally filed by Oshkosh Corporation, a Wisconsin corporation (the “Company”), with the Securities and Exchange Commission on October 26, 2012.  The Statement relates to the unsolicited tender offer by IEP Vehicles Sub LLC, a Delaware limited liability company, and Icahn Enterprises Holdings L.P., a Delaware limited partnership, to purchase any and all of the issued and outstanding shares of common stock, par value $0.01 per share, of the Company at a price of $32.50 per share, in cash, without interest and less any applicable withholding taxes. Except as otherwise set forth in this Amendment, the information set forth in the Statement remains unchanged.

 

Item 9.                                  Exhibits

 

Item 9 of the Statement is hereby amended and supplemented by adding the following exhibit:

 

Exhibit Number		Description
(a)(14)		Press Release issued by Oshkosh Corporation on November 19, 2012 Announcing the Nomination of Stephen D. Newlin for Election to the Board of Directors.

 

2

 

SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

 

 

	OSHKOSH CORPORATION
	By:	/s/ Bryan J. Blankfield
		Name:	Bryan J. Blankfield
		Title:	Executive Vice President, General Counsel and Secretary
Dated: November 19, 2012

 

3

 

EXHIBIT INDEX

 

Exhibit Number		Description
(a)(14)		Press Release issued by Oshkosh Corporation on November 19, 2012 Announcing the Nomination of Stephen D. Newlin for Election to the Board of Directors.

 

4