SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)
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[ ] Preliminary Proxy Statement
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Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material underss.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)
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[OSHKOSH LOGO]
OSHKOSH TRUCK CORPORATION
DECEMBER 18, 2002
Dear Fellow Oshkosh Truck Shareholder:
You are cordially invited to attend our Annual Meeting of Shareholders on
Tuesday, February 4, 2003 at 10:00 a.m. (Central Standard Time) at the
Experimental Aircraft Association Museum, 3000 Poberezny Road, Oshkosh,
Wisconsin.
At the Annual Meeting, if you are a holder of Class A Common Stock, we will
ask you to elect seven directors.
At the Annual Meeting, if you are a holder of Common Stock, we will ask you
to elect three directors.
We also will review the progress of the Company during the past year and
answer your questions.
This booklet includes the Notice of Annual Meeting and Proxy Statement. The
Proxy Statement describes the business that we will conduct at the Annual
Meeting. It also provides information about the Company that you should consider
when you vote your shares.
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE ANNUAL MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, WE HOPE THAT YOU
WILL VOTE ON THE MATTERS TO BE CONSIDERED BY COMPLETING AND MAILING THE ENCLOSED
PROXY CARD(S) IN THE RETURN ENVELOPE.
Sincerely,
/s/ ROBERT G. BOHN /s/ BRYAN J. BLANKFIELD
Robert G. Bohn Bryan J. Blankfield
Chairman, President and Chief Executive Vice President, General Counsel and
Officer Secretary
LOGO
OSHKOSH TRUCK CORPORATION
DECEMBER 18, 2002
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The 2003 Annual Meeting of Shareholders of Oshkosh Truck Corporation will
be held in the Vette Theater of the Experimental Aircraft Association Museum,
3000 Poberezny Road, Oshkosh, Wisconsin 54903, on Tuesday, February 4, 2003 at
10:00 a.m. (Central Standard Time) for the following purposes:
1. To elect the Board of Directors; and
2. To consider and act upon such other business as may properly come before
the Annual Meeting.
Shareholders of record at the close of business on December 9, 2002 are
entitled to vote at the Annual Meeting. A copy of the Annual Report of the
Company for the fiscal year ended September 30, 2002 and a Proxy Statement
accompany this Notice.
Please complete and mail the enclosed proxy card(s) to us in the return
envelope that we have provided. No postage is required if mailed in the U.S.
Mailing us your proxy card will not limit your right to vote in person or to
attend the Annual Meeting.
By Order of the Board of Directors,
/s/ BRYAN J. BLANKFIELD
Bryan J. Blankfield
Vice President, General Counsel and Secretary
Oshkosh Truck Corporation
2307 Oregon Street
Oshkosh, WI 54903-2566
PROXY STATEMENT
TABLE OF CONTENTS
VOTING PROCEDURES........................................... 1
GOVERNANCE OF THE COMPANY................................... 2
The Board of Directors.................................... 2
Committees of the Board of Directors...................... 4
Compensation of Directors................................. 5
REPORT OF THE AUDIT COMMITTEE............................... 5
STOCK OWNERSHIP............................................. 6
Stock Ownership of Directors, Executive Officers and Other
Large Shareholders..................................... 6
Section 16(a) Beneficial Ownership Reporting Compliance... 8
STOCK PRICE PERFORMANCE GRAPH............................... 9
EXECUTIVE COMPENSATION...................................... 9
Summary Compensation Table................................ 9
Stock Options............................................. 11
Pension Plans............................................. 12
Executive Employment and Severance Agreements and Other
Agreements............................................. 13
Report of the Human Resources Committee................... 14
PROPOSAL REQUIRING YOUR VOTE................................ 17
SELECTION OF INDEPENDENT AUDITORS........................... 17
OTHER MATTERS............................................... 18
COST OF SOLICITATION........................................ 18
AUDIT COMMITTEE CHARTER..................................... A-1..
PROXY STATEMENT
Oshkosh Truck Corporation (referred to in this Proxy Statement as "we" or
"the Company") is sending out this Proxy Statement in connection with the
solicitation by the Board of Directors of proxies to be voted at the 2003 Annual
Meeting of Shareholders.
We are mailing this Proxy Statement, proxy card(s) and our 2002 Annual
Report to shareholders beginning on or about December 19, 2002. Although the
Annual Report is being mailed with the Proxy Statement, it is not a part of the
proxy soliciting material.
VOTING PROCEDURES
WHO CAN VOTE
The Company has two classes of voting stock: Class A Common Stock and
Common Stock. If you were the record owner of shares of either class of stock on
December 9, 2002, the record date for voting at the Annual Meeting, then you are
entitled to vote at the Annual Meeting. On the record date, 414,683 shares of
Class A Common Stock were entitled to vote and 16,636,126 shares of Common Stock
were entitled to vote.
DETERMINING THE NUMBER OF VOTES YOU HAVE
Your proxy card(s) indicates the number of shares of each class of stock
that you own. Each share of Class A Common Stock and each share of Common Stock
has one vote.
HOW TO VOTE
You can vote your shares in two ways: either by using the enclosed proxy
card(s) or by voting in person at the Annual Meeting by written ballot. We
explain each of these procedures more fully below. Even if you plan to attend
the Annual Meeting, the Board of Directors recommends that you vote by proxy.
VOTING BY PROXY
To vote your shares by proxy, please complete and return the enclosed proxy
card(s) to us before the Annual Meeting. We will vote your shares as you direct
on your proxy card. You can specify on your card whether your shares should be
voted for all, some or none of the nominees for director listed on the card.
If you sign and return the proxy card, but do not specify how to vote, then
we will vote your shares in favor of our nominees for directors. If any other
matters are properly presented at the Annual Meeting for consideration, then the
Company officers named on your proxy card will have discretion to vote for you
on those matters. As of the date of this Proxy Statement, we knew of no other
matters to be presented at the Annual Meeting.
VOTING AT THE ANNUAL MEETING
Written ballots will be available from the Company's Secretary at the
Annual Meeting. If your shares are held in the name of a bank, broker or other
holder of record, then you must obtain a proxy, executed in your favor, from the
holder of record for you to vote your shares at the Annual Meeting. Voting by
proxy will not limit your right to vote at the Annual Meeting if you decide to
attend in person. However, if you do send in your proxy card, and also attend
the Annual Meeting, then there is no need to vote again unless you wish to
change your vote.
REVOCATION OF PROXIES
You can revoke your proxy at any time before it is exercised at the Annual
Meeting by doing any of the following: (1) you can deliver a valid proxy with a
later date; (2) you can notify the Company's
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Secretary in writing at the address on the Notice that you have revoked your
proxy; or (3) you can vote in person by written ballot at the Annual Meeting.
QUORUM
To carry on the business of the Annual Meeting, a minimum number of shares
of both classes of common stock, constituting a quorum, must be present. The
quorum for the Annual Meeting is a majority of the votes represented by the
outstanding shares of each class of our common stock. This majority may be
present in person or by proxy. Abstentions and "broker non-votes" (when a broker
does not have authority to vote on the proposal) are counted as present in
determining whether or not there is a quorum.
REQUIRED VOTE
Election of Directors: The three nominees for Common Stock directors who
receive the most votes of all votes cast for Common Stock directors will be
elected. The seven nominees for Class A Common Stock directors who receive the
most votes of all votes cast for Class A Common Stock directors will be elected.
This ratio of and classification of director nominees is required by the
Company's Restated Articles of Incorporation, which provide that holders of
shares of Common Stock have the right to elect as a class 25% of the entire
Board of Directors of the Company. If you do not vote for a particular nominee,
or if you indicate that you want to withhold authority to vote for a particular
nominee on your proxy card, then your vote will not count for or against the
nominee. "Broker non-votes" also will not count for or against nominees.
If any director nominee decides that he or she does not want to stand for
this election, the persons named as proxies in your Proxy Card will vote for
substitute nominees. At the time this Proxy Statement was printed, we knew of no
nominee who did not intend to stand for election.
VOTING BY EMPLOYEES PARTICIPATING IN THE OSHKOSH TRUCK EMPLOYEE STOCK PURCHASE
PLAN
If you are an employee of the Company or one of its subsidiaries and
participate in the Company's Employee Stock Purchase Plan, your proxy card will
indicate the aggregate number of shares of Common Stock credited to your account
under that Plan as of December 9, 2002, the record date for voting at the Annual
Meeting. If you sign and return the card on time, then your shares will be voted
as you have directed.
GOVERNANCE OF THE COMPANY
THE BOARD OF DIRECTORS
The Board of Directors oversees the business, assets, affairs and
performance of the Company. Currently, the Board has eleven directors. Ten of
the directors are not employees of the Company, although J. Peter Mosling, Jr.
and Stephen P. Mosling were employees and officers of the Company until their
retirement in 1994. Robert G. Bohn, who is the Chairman, President and Chief
Executive Officer of the Company, also is a director. Daniel T. Carroll, who is
currently a director, will be retiring from the Board of Directors effective at
the Annual Meeting and is therefore not standing for re-election, which will
result in one vacancy on the Board of Directors. The Board of Directors has not
at this time nominated a candidate to fill the vacancy to be created by Mr.
Carroll's retirement, but the Governance Committee is in the process of
identifying a qualified candidate. Because that process is not complete, there
is one fewer Class A Common Stock nominee for election of directors than there
are available positions on the Board of Directors. Regardless of this vacancy,
your proxies may be voted only for the number of nominees for director named in
this Proxy Statement.
The Board of Directors met four times during fiscal 2002. No director
attended less than 80%, and on average, all directors attended 98%, of the
meetings of the Board and the Committees held during the periods in which they
served as directors in fiscal 2002.
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The name, age, principal occupation and length of service of each nominee
director, together with certain other biographical information, is set forth
below.
NOMINEES FOR HOLDERS OF CLASS A COMMON STOCK
NAME AGE OFFICE, IF ANY, HELD IN COMPANY
---- --- -------------------------------
J. William Andersen.................. 64
Robert G. Bohn....................... 49 Chairman, President and Chief Executive Officer
Frederick M. Franks, Jr.............. 66
Michael W. Grebe..................... 62
Kathleen J. Hempel................... 52
J. Peter Mosling, Jr................. 58
Stephen P. Mosling................... 56
NOMINEES FOR HOLDERS OF COMMON STOCK
NAME AGE OFFICE, IF ANY, HELD IN COMPANY
---- --- -------------------------------
Richard M. Donnelly.................. 59
Donald V. Fites...................... 68
Richard G. Sim....................... 58
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,
and Chairman of the Board of Directors in January 2000. Prior to joining the
Company, Mr. Bohn held various executive positions with Johnson Controls, Inc.
from 1984 until 1992. He has served as a director of the Company since June 1995
and is also a director of Graco, Inc.
RICHARD M. DONNELLY -- Mr. Donnelly has served as a director of the Company
since 2001. From 1961 until his retirement in 1999, he held various positions
with General Motors Corporation, a manufacturer of motor vehicles, including
most recently as President and Group Executive of General Motors, Europe, a
division of General Motors. Mr. Donnelly is an Industrial Partner in Ripplewood
Holdings LLC, a private equity investment firm located in New York, New York,
where he is responsible for its global automotive supply business. He is also a
director of BNS Company.
DONALD V. FITES -- Mr. Fites has served as a director of the Company since
2000. He was the Chairman and Chief Executive Officer of Caterpillar, Inc., a
manufacturer of heavy machinery, from 1990 until his retirement in June 2000 and
was a member of its board of directors from 1986 until June 2000. Mr. Fites is
also a director of AK Steel Holding Corporation; AT&T Wireless Services, Inc.;
Exxon Mobil Corporation; Georgia-Pacific Corporation; and Wolverine World Wide,
Incorporated.
GENERAL (RET.) FREDERICK M. FRANKS, JR. (U.S. ARMY) -- Mr. 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. Mr.
Franks is a self-employed defense consultant and author.
MICHAEL W. GREBE -- Mr. Grebe has served as a director of the Company since
1990. He was a partner in the law firm of Foley & Lardner in Milwaukee from 1977
until his retirement in May 2002. The Company retained Foley & Lardner for legal
services in 2002 and plans to similarly do so in 2003. Mr. Grebe currently
serves as President and Chief Executive Officer of the Lynde & Harry Bradley
Foundation, a private foundation based in Milwaukee.
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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, 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; Actuant Corporation; Kennametal, Inc.; Visteon 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 served in various
senior executive capacities during his employment with the Company through his
retirement in 1994.
STEPHEN P. MOSLING -- Mr. Mosling has served as a director of the Company
since 1976, having joined the Company in 1971. He served in various senior
executive capacities during his employment with 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 APW, Ltd., which
manufactures electronic enclosure systems. APW, Ltd. filed a voluntary petition
for reorganization under Chapter 11 of the United States Bankruptcy Code in May
2002. In July 2002, APW, Ltd. emerged from bankruptcy with its balance sheet
successfully recapitalized. Mr. Sim served as Chairman and a member of the board
of directors of Actuant Corporation, a manufacturer of hydraulic equipment, from
1987 until January 2002. He is a director of APW, Ltd. and Ipsco, Inc.
J. Peter Mosling, Jr. and Stephen P. Mosling 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.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has four standing committees: the Audit Committee,
the Executive Committee, the Governance Committee and the Human Resources
Committee. The members and responsibilities of these committees as of the date
of this Proxy Statement are set forth below.
COMMITTEE MEMBERSHIP (*INDICATES CHAIR)
Audit Committee Governance Committee
J. William Andersen Richard M. Donnelly
Daniel T. Carroll Frederick M. Franks, Jr.
Michael W. Grebe Michael W. Grebe*
Richard G. Sim* J. Peter Mosling, Jr.
Executive Committee Human Resources Committee
Robert G. Bohn Donald V. Fites
Daniel T. Carroll* Frederick M. Franks, Jr.
J. Peter Mosling, Jr. Kathleen J. Hempel*
Stephen P. Mosling
AUDIT COMMITTEE
The Audit Committee oversees the fulfillment by management of its financial
reporting and disclosure responsibilities and its maintenance of an appropriate
internal control system. The Audit Committee recommends the appointment of the
Company's independent auditors and oversees the activities of the Company's
internal audit function, which currently is provided under contract by Ernst &
Young, LLP. The Audit Committee has a charter that specifies its
responsibilities and the Committee believes it fulfills its charter. All members
of the Audit Committee are independent directors.
4
The Audit Committee met six times during fiscal 2002. To ensure
independence, the Company's independent accountants and internal auditors meet
with the Audit Committee with and without representatives of management present.
See "Report of the Audit Committee" on page 5.
EXECUTIVE COMMITTEE
The Executive Committee oversees corporate policies, reviews management
proposals and makes recommendations about them to the Board of Directors. It
exercises certain delegated powers and authority on an emergency basis in the
interim between meetings of the Board of Directors. The Executive Committee met
three times during fiscal 2002. With the exception of Mr. Bohn, the members of
the Executive Committee are non-employee directors.
GOVERNANCE COMMITTEE
The Governance Committee recommends nominees for the Board of Directors and
reviews the performance of the Board of Directors. It also makes recommendations
to the Board of Directors regarding Board and committee structure, including
committee charters, and corporate governance. The Governance Committee met three
times during fiscal 2002. All members of the Governance Committee are
non-employee directors. In making recommendations of nominees for election to
the Board of Directors, the Governance Committee may consider individuals that
shareholders have recommended, but this Committee has not established procedures
for shareholders to follow to recommend individuals. Any shareholder desiring to
make a recommendation should write to the Secretary of the Company, who will
forward the recommendation to the Governance Committee.
HUMAN RESOURCES COMMITTEE
The Human Resources Committee oversees the organizational, personnel,
compensation and benefits policies and practices of the Company. It establishes
the compensation of executive officers and recommends to the Board compensation
of the Chief Executive Officer. It also administers the 1990 Incentive Stock
Plan and other executive benefit plans. The Human Resources Committee met two
times in fiscal 2002. All members of the Human Resources Committee are
non-employee directors.
COMPENSATION OF DIRECTORS
In fiscal 2002, each non-employee director received the following
compensation:
Annual Fee $25,000
Board and Committee
Meeting Fees $1,000
Audit, Executive, Governance,
and Human Resources Committee
Chairperson Fees $3,000
Stock Option Grants Options to purchase 3,000 shares of Common Stock,
which vest in three equal installments of 1,000
shares annually, beginning one year after the grant
date.
Expenses Reimbursements of travel and related expenses
incurred in attending meetings.
Mr. Bohn did not receive any compensation or fees for serving on the Board
of Directors or any Board Committee.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Board of Directors is responsible for providing
independent, objective oversight of the Company's accounting functions and
internal controls. The Audit Committee acts under a written charter, the first
version of which was adopted and approved by the Board of Directors in 1997.
5
A copy of the Audit Committee Charter in its current form is attached to this
Proxy Statement as Appendix A. Each of the members of the Audit Committee is
independent as defined by Company policy and the New York Stock Exchange's
listing standards.
Deloitte & Touche LLP, independent public accountants, audited the
Company's consolidated financial statements for the fiscal year ended September
30, 2002. During that period, the Company paid Deloitte & Touche LLP fees as
follows:
Audit Fees: The fees for the audit of the Company's consolidated financial
statements for fiscal 2002, including fees for reviews of financial statements
included in the Company's Forms 10-Q, were $215,500.
Financial Information Systems Design and Implementation Fees: None.
All Other Fees: The aggregate fees for other services that Deloitte &
Touche LLP rendered in fiscal 2002 were $54,618, all of which were for
audit-related services, including fees for pension and statutory audits and
consulting services.
The Audit Committee has considered and determined that the provision of the
non-audit services noted above is compatible with maintaining the independence
of Deloitte & Touche LLP.
The Audit Committee reviews the Company's financial reporting process on
behalf of the Board of Directors. In fulfilling its responsibilities, the Audit
Committee has reviewed and discussed the audited financial statements contained
in the 2002 Annual Report on Form 10-K with the Company's management and
independent accountants. Management is responsible for the financial statements
and the reporting process, including the system of internal controls. The
independent accountants are responsible for expressing an opinion on the
conformity of those audited financial statements with accounting principles
generally accepted in the United States.
The Audit Committee discussed with the independent accountants matters
required to be discussed by Statement on Auditing Standards No. 61,
"Communication with Audit Committees," as amended. In addition, the Company's
independent accountants provided to the Audit Committee the written disclosures
required by the Independence Standards Board Standard No. 1, "Independence
Discussions with Audit Committees," and the Audit Committee discussed with the
independent accountants their independence.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors (and the Board approved) that
the Company's audited financial statements be included in the Company's Annual
Report on Form 10-K for the fiscal year ended September 30, 2002, for filing
with the SEC.
AUDIT COMMITTEE
Richard G. Sim, Chair
J. William Andersen
Daniel T. Carroll
Michael W. Grebe
STOCK OWNERSHIP
STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND OTHER LARGE SHAREHOLDERS
The following table shows the "beneficial" ownership of Class A Common
Stock and Common Stock of each director, each Named Officer appearing in the
Summary Compensation Table on page 10, each other shareholder owning more than
5% of either class of our outstanding common stock and the directors and
executive officers (including the Named Officers) as a group.
"Beneficial Ownership" means more than "ownership" as that term commonly is
used. For example, a person "beneficially" owns stock if he or she owns it in
his or her name or if he or she has (or
6
shares) the power to vote or sell the stock as trustee of a trust. Beneficial
ownership also includes shares the directors and executive officers have a right
to acquire within 60 days after November 30, 2002 as, for example, through the
exercise of a stock option.
Information about Common Stock ownership is as of November 30, 2002. At the
close of business on November 30, 2002, there were 414,683 shares of Class A
Common Stock and 16,636,126 shares of Common Stock outstanding. Unless stated
otherwise in the footnotes to the table, each person named in the table owns his
or her shares directly and has sole voting and investment power over such
shares.
CLASS A COMMON
--------------------- -----------------------
PERCENT OF PERCENT OF
SHARES CLASS SHARES CLASS
------- ---------- --------- ----------
J. William Andersen(3)(4)..................... 0 * 8,750 *
Robert G. Bohn(3)(5).......................... 0 * 289,750 1.72%
Daniel T. Carroll(3).......................... 0 * 16,500 *
Timothy M. Dempsey(3)(6)...................... 1,034 * 113,424 *
Richard M. Donnelly........................... 0 * 1,000 *
Donald V. Fites(3)............................ 0 * 4,000 *
Frederick M. Franks, Jr.(3)(7)................ 0 * 9,324 *
Michael W. Grebe(3)........................... 0 * 16,500 *
Kathleen J. Hempel(3)......................... 0 * 10,500 *
Paul C. Hollowell(3).......................... 0 * 44,196 *
Daniel J. Lanzdorf(3)......................... 0 * 66,068 *
J. Peter Mosling, Jr.(2)(3)................... 179,719 43.34% 143,658 *
Stephen P. Mosling(1)(2)(3)................... 181,338 43.73% 355,917 2.14%
Richard G. Sim(3)(8).......................... 0 * 12,000 *
Charles L. Szews(3)(9)........................ 0 * 149,521 *
Matthew J. Zolnowski(3)....................... 0 * 129,352 *
All Directors and executive officers as a
Group (23 persons)(3)(10)................... 362,091 87.32% 1,579,188 9.02%
---------------
* The amount shown is less than 1% of the outstanding shares of such class.
(1) Amounts shown include 138,516 shares of Common Stock held by Stephen P.
Mosling as trustee of a trust for the benefit of a related party.
(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
restated articles of incorporation, of all outstanding shares of Class A Common
Stock on a share for share basis for shares of Common Stock.
(3) Amounts shown include 6,000 shares of Common Stock for J. William
Andersen, 198,750 shares of Common Stock for Robert G. Bohn, 15,000 shares of
Common Stock for Daniel T. Carroll, 65,000 shares of Common Stock for Timothy M.
Dempsey, 1,000 shares of Common Stock for Donald V. Fites, 9,000 shares of
Common Stock for Frederick M. Franks, Jr., 15,000 shares of Common Stock for
Michael W. Grebe, 9,000 shares of Common Stock for Kathleen M. Hempel, 34,500
shares of Common Stock for Paul C. Hollowell, 53,833 shares of Common Stock for
Daniel J. Lanzdorf, 15,000 shares of Common Stock for J. Peter Mosling, Jr.,
15,000 shares of Common Stock for Stephen P. Mosling, 9,000 shares of Common
Stock for Richard G. Sim, 115,500 shares of Common Stock for Charles L. Szews,
121,500 shares of Common Stock for Matthew J. Zolnowski and 870,017 shares of
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Common Stock for directors and executive officers as a group that have the right
to be acquired pursuant to stock options exercisable within 60 days of November
30, 2002.
(4) Amounts shown do not include 135 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 13,081 shares of Common Stock owned by
Joyce Bohn, Mr. Bohn's wife, as to which he disclaims beneficial ownership.
(6) Amounts shown do not include 1,687 shares of Common Stock held by Linda
D. Dempsey, Mr. Dempsey's wife, as to which he disclaims beneficial ownership.
(7) Amounts shown includes 324 shares of Common Stock as to which ownership
is shared with Denise Franks, Mr. Frank's wife.
(8) Amounts shown includes 3,000 shares of Common Stock owned by Cynthia J.
Robinson-Sim, Mr. Sim's wife, as to which shares Mr. Sim has investment power
but disclaims beneficial ownership.
(9) Amounts shown includes 2,300 shares of Common Stock as to which
ownership is shared with Rochelle B. Szews, Mr. Szews' wife.
(10) In determining the aggregate beneficial ownership of shares of Common
Stock for all directors and executive officers as a group, shares that are
beneficially owned by more than one director have been counted only once to
avoid overstatement.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Securities and Exchange Act of 1934 requires the Company's directors,
executive officers, and controller and any persons owning more than 10% of a
class of the Company's stock to file reports with the SEC regarding their
ownership of the Company's stock and any changes in such ownership. Based upon
our review of copies of these reports and certifications given to us by such
persons, we believe that the executive officers and directors of the Company
have complied with their filing requirements for fiscal 2002, except that (1)
Robert G. Bohn, J. Peter Mosling, Jr., and Stephen P. Mosling each inadvertently
filed a Form 4 one day late, reporting five, four and four transactions,
respectively; and (2) Thomas J. Polnaszek inadvertently did not timely file a
Form 3 and a Form 5, reporting one transaction. All such Forms have been filed
prior to the date hereof.
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STOCK PRICE PERFORMANCE GRAPH
The graph and table that follow compare cumulative total shareholder
returns on our Common Stock against the cumulative total return of the stocks
of: (1) the S&P SmallCap 600 Market Index and (2) the companies currently in the
"Media General Financial Services" Standard Industry Classification Code 371
Index (motor vehicles and equipment) (the "SIC Code 371 Index").
The comparisons assume that $100 was invested on September 30, 1997 in each
of: our Common Stock, the S&P SmallCap 600 Market Index and the SIC Code 371
Index. The total return assumes reinvestment of dividends. The fiscal 2002
return is based on closing prices per share on September 30, 2002. On that date,
the closing price for our Common Stock was $56.40.
COMPARISON OF 5 YEAR STOCK RETURNS
OSHKOSH TRUCK CORPORATION
CHART
1997 1998 1999 2000 2001 2002
------- ------- ------- ------- ------- -------
Oshkosh Truck Corporation........... $100.00 $154.23 $249.56 $367.19 $346.21 $542.75
S&P SmallCap 600 Market Index....... $100.00 $ 81.33 $ 95.59 $118.70 $106.10 $104.20
SIC Code 371 Index.................. $100.00 $ 90.37 $115.50 $110.51 $ 81.42 $ 85.17
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table shows the compensation of the Chief Executive Officer,
the other four most highly compensated executive officers of the Company serving
as executive officers at September 30, 2002 and one additional person for whom
such disclosure would have been required, but for the fact such person was not
serving as an executive officer of the Company at September 30, 2002
(collectively, the "Named Officers"), for fiscal 2002, 2001 and 2000.
9
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
LONG-TERM
COMPENSATION
AWARDS
--------------------
RESTRICTED
STOCK STOCK ALL OTHER
SALARY BONUS AWARDS OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(2) (#) ($)(1)
--------------------------- ---- ------- --------- ---------- ------- ------------
Robert G. Bohn 2002 710,000 1,065,000 2,820,000 100,000 2,750
Chairman, President and 2001 650,000 246,285 -- 100,000 2,550
Chief Executive Officer 2000 600,000 720,000 -- 100,000 2,550
---------------------------------------------------------------------------------------------
Charles L. Szews 2002 343,000 308,700 1,128,000 30,000 2,750
Executive Vice President 2001 317,000 91,708 -- 25,000 2,550
and Chief Financial 2000 293,000 234,400 -- 25,000 2,550
Officer
---------------------------------------------------------------------------------------------
Daniel J. Lanzdorf
Executive Vice President 2002 266,000 239,400 -- 12,500 2,085
and President, McNeilus 2001 255,000 13,821 -- 15,000 1,988
Companies, Inc. 2000 236,000 188,800 -- 20,000 1,990
---------------------------------------------------------------------------------------------
Paul C. Hollowell
Executive Vice President 2002 251,000 225,900 -- 5,000 2,750
and Chief Executive 2001 240,000 157,008 -- 15,000 2,688
Officer, Defense Business 2000 228,000 182,400 -- 15,000 2,550
---------------------------------------------------------------------------------------------
Matthew J. Zolnowski 2002 243,000 218,700 -- 12,500 2,750
Executive Vice President, 2001 231,000 66,828 -- 15,000 2,585
Chief Administrative 2000 218,000 174,400 -- 18,000 2,585
Officer
---------------------------------------------------------------------------------------------
Timothy M. Dempsey (3) 2002 267,000 240,300 -- 0 2,627
Former Executive Vice 2001 259,000 74,929 -- 7,500 2,646
President, General 2000 249,000 199,200 -- 12,000 2,496
Counsel and Secretary
---------------------------------------------------------------------------------------------
(1) For all named executive officers, the amounts reflected for 2002
consist of Company matching contributions under the Oshkosh Truck Corporation
and Affiliates Tax Deferred Investment Plan, which is a savings plan under
Section 401(k) of the Internal Revenue Code.
(2) As of September 30, 2002, Mr. Bohn held 50,000 shares of restricted
Common Stock and Mr. Szews held 20,000 shares of restricted Common Stock with
market values of $2,820,000 and $1,128,000, respectively, based on the closing
price of the Company's Common Stock on that date. The shares of restricted
Common Stock vest after a six-year retention period. Mr. Bohn and Mr. Szews are
entitled to receive all dividends on such shares of restricted Common Stock
during that time period.
(3) Effective August 2, 2002, Mr. Dempsey retired as an executive officer
of the Company.
10
STOCK OPTIONS
The Company has in effect the Oshkosh Truck Corporation 1990 Incentive
Stock Plan, as amended (the "1990 Plan"). The following table shows information
about stock options granted under the 1990 Plan to the Named Officers in fiscal
2002.
OPTION GRANTS IN 2002 FISCAL YEAR
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR TEN-YEAR GRANT TERM(2)
------------------------------------------------- ---------------------------
PERCENT OF
TOTAL OPTIONS EXERCISE AT 5% AT 10%
OPTIONS GRANTED TO OR BASE ANNUAL ANNUAL
GRANTED EMPLOYEES IN PRICE EXPIRATION GROWTH RATE GROWTH RATE
NAME (#)(1) FISCAL YEAR ($/SHARE) DATE ($) ($)
---- -------- ------------- --------- ---------- ------------ ------------
Robert G. Bohn........... 100,000 42.55% 58.760 10/15/2012 3,695,385 9,364,831
Charles L. Szews......... 30,000 12.77% 58.760 10/15/2012 1,108,615 2,809,449
Daniel J. Lanzdorf....... 12,500 5.32% 58.760 10/15/2012 461,923 1,170,604
Paul C. Hollowell........ 5,000 2.13% 58.760 10/15/2012 184,769 468,242
Matthew J. Zolnowski..... 12,500 5.32% 58.760 10/15/2012 461,923 1,170,604
Timothy M. Dempsey....... -- -- -- -- -- --
---------------
(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 that
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 our Common Stock.
The following table sets forth information about exercises of stock options
by Named Officers in fiscal 2002 and the number and value of unexercised stock
options they held as of September 30, 2002.
OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT FISCAL YEAR-END OPTIONS AT FISCAL YEAR-END
ACQUIRED ON VALUE (#) ($)(1)
EXERCISE REALIZED --------------------------- ---------------------------
(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- --------- ----------- ------------- ----------- -------------
Robert G. Bohn......... 99,000 4,141,217 198,750 200,000 5,404,689 1,928,498
Charles L. Szews....... -- -- 115,500 55,000 4,117,952 482,123
Daniel J. Lanzdorf..... 25,875 1,178,247 53,833 29,167 1,603,851 328,074
Paul C. Hollowell...... 30,000 1,191,814 34,500 20,000 964,375 289,275
Matthew J. Zolnowski... -- -- 121,500 28,500 4,819,050 312,550
Timothy M. Dempsey..... -- -- 70,000 9,000 2,614,350 179,550
---------------
(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.
11
PENSION PLANS
The following tables show at different levels of compensation and years of
credited service the estimated annual benefits payable as a straight life
annuity, assuming retirement at age 65, to (1) Mr. Bohn under the Oshkosh Truck
Corporation Retirement Plan (the "Pension Plan") and the supplemental retirement
benefit provision contained in Mr. Bohn's employment agreement with the Company
(the "Supplemental Retirement Benefit") and (2) each of the Named Officers other
than Mr. Bohn pursuant to the Pension Plan and the Oshkosh Truck Supplemental
Executive Retirement Plan (the "Executive Retirement Plan"):
PENSION PLAN TABLE FOR MR. BOHN
AVERAGE ANNUAL
COMPENSATION IN 3
CONSECUTIVE CALENDAR YEARS YEARS OF SERVICE
COMPLETED BEFORE -------------------------------------------
RETIREMENT 5 10 15 20+
-------------------------- -------- -------- -------- ----------
$ 800,000 $100,000 $200,000 $300,000 $ 400,000
1,000,000 125,000 250,000 375,000 500,000
1,200,000 150,000 300,000 450,000 600,000
1,400,000 175,000 350,000 525,000 700,000
1,600,000 200,000 400,000 600,000 800,000
1,800,000 225,000 450,000 675,000 900,000
2,000,000 250,000 500,000 750,000 1,000,000
2,200,000 275,000 550,000 825,000 1,100,000
PENSION PLAN TABLE FOR OTHER NAMED OFFICERS
AVERAGE ANNUAL
BASE SALARY
COMPENSATION IN 3
CONSECUTIVE CALENDAR YEARS YEARS OF SERVICE
COMPLETED BEFORE ---------------------------------------
RETIREMENT 5 10 15 20+
-------------------------- ------- ------- -------- --------
$200,000 $20,000 $40,000 $ 60,000 $ 80,000
250,000 25,000 50,000 75,000 100,000
300,000 30,000 60,000 90,000 120,000
350,000 35,000 70,000 105,000 140,000
400,000 40,000 80,000 120,000 160,000
450,000 45,000 90,000 135,000 180,000
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 the primary social security benefit payable at age 65,
reduced by 1/30(th) 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 amount of compensation as established pursuant
to IRS regulations) prior to the participant's normal retirement age or other
date of termination. One thousand hours constitute a year of service. As of
March 1, 1994, IRS regulations lowered the maximum amount of compensation
allowed to be included in benefit calculations from $235,840 to $150,000. This
amount was increased to $160,000 as of March 1, 1997, $170,000 as of January 1,
2000, and $200,000 as of January 1, 2002. Accrued benefits calculated as of
February 28, 1994 at the higher limit have been grandfathered. 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
12
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 the Named Officers generally
corresponds with the base salary for each such individual, subject to the annual
maximum.
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
59, 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
20 years of employment after April 30, 1992 (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. In addition, under an amendment to his
employment agreement in 2000, if there were to occur a "Change in Control" of
the Company, as defined in his executive severance agreement, the Company will
pay to Mr. Bohn in a single distribution the then present value of his accrued
and vested Supplemental Retirement Benefit. Compensation covered by the
Supplemental Retirement Benefit for Mr. Bohn generally corresponds with the base
salary and earned bonus compensation for Mr. Bohn.
Under the Executive Retirement Plan, certain officers of the Company,
including the Named Officers other than Mr. Bohn, are entitled to receive upon
retirement a monthly benefit equal to 24% of their average monthly compensation
(base pay only) at age 55 increasing to 40% of average monthly compensation
(base pay only) at age 62, prorated if the executive has less than 20 years of
service at retirement. This amount is reduced by the amount of any pension
payable by the Company under the Pension Plan, the annuity value of the
executive's 401(k) plan match and 50% of the executive's social security
benefit. Average monthly compensation is based on the average of the executive's
compensation for the highest three consecutive years prior to retirement or
termination. The executive's spouse is entitled to receive 50% of the Executive
Retirement Plan benefit that would have been payable in the event of the
executive's death. Compensation covered by the Executive Retirement Plan
generally corresponds with base salary only.
As of September 30, 2002, years of benefit service under the Pension Plan,
the Supplemental Retirement Benefit and the Executive Retirement Plan, as the
case may be, were 10.5 years for Mr. Bohn, 6.5 years for Mr. Szews, 27.9 years
for Mr. Lanzdorf, 13.5 years for Mr. Hollowell, 10.8 years for Mr. Zolnowski,
and 7.0 years for Mr. Dempsey.
EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENTS AND OTHER AGREEMENTS
Except as described below, the Company does not have employment agreements
with the Named 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,
the end of the original term. The term of employment is renewed automatically
for successive one-year periods each September 30, unless either party gives
notice of non-renewal at least two years prior to the end of the then current
term, which is currently September 30, 2005. Mr. Bohn receives an annual base
salary of not less than $500,000. Mr. Bohn also is entitled to participate in
the bonus plan for senior management personnel of the Company and in stock-based
compensation programs in effect for other senior executives of the Company. In
addition, Mr. Bohn is entitled to a supplemental retirement benefit intended to
compensate him upon retirement as more fully described above under "Pension
Plans." If Mr. Bohn's employment with the Company is terminated during the term
of the employment agreement by the Company without cause, or by Mr. Bohn for
good reason, then the Company is obligated to continue to pay his salary and
fringe benefits for the remainder of the term as provided in the agreement.
13
McNeilus Companies, Inc. entered into an employment agreement with Mr.
Lanzdorf on April 24, 1998. Under this agreement, the Company agreed to employ
Mr. Lanzdorf as President of McNeilus Companies, Inc. until September 30, 1998.
The term of this agreement has been extended automatically until September 30,
2003. The term of employment is renewed automatically for successive one-year
periods after September 30, 2003, unless either party gives notice of
non-renewal at least 45 days prior to the end of the then current term. Mr.
Lanzdorf receives an annual base salary of not less than $200,000. Mr. Lanzdorf
also is entitled to participate in the bonus plan for senior management
personnel of the Company and in stock-based compensation programs in effect for
other senior executives of the Company. If Mr. Lanzdorf's employment is
terminated during the term of the employment agreement without cause, or by Mr.
Lanzdorf for good reason, then McNeilus Companies, Inc. is obligated to continue
to pay his salary and fringe benefits for the remainder of the term as provided
in the agreement.
The Company has executive severance agreements with Messrs. Bohn, Szews,
Lanzdorf, Hollowell and Zolnowski that are designed to provide each of them with
reasonable compensation if any of their employment is terminated in certain
defined circumstances, primarily following a change of control of the Company.
The Human Resources Committee administers the severance agreements and selects
the executive officers of the Company for eligibility for these agreements.
Under the executive severance agreements, after a change in control of the
Company (as defined in the agreements), if the executive's employment is
terminated by the Company other than by reason of death, disability or for cause
(as defined in the agreements) or by the executive for good reason (as defined
in the agreements), then the executive is entitled to a cash termination payment
and other benefits. The termination payment will be equal to the sum of the
executive's annual salary in effect at the change of control (or any subsequent
higher salary) plus the highest annual bonus award paid during the three years
before the change of control, multiplied by the number of years remaining in the
employment period (up to three but not less than one). The executive also is
entitled to additional pension benefits equal to the difference between the
amount he would actually be entitled to receive on retirement and the amount to
which he would have been entitled to receive had he continued to work until the
earlier of age 65 or the number of years remaining in the employment period (up
to three). In addition, the agreements provide for outplacement services and
continuation for up to three years of life and disability insurance,
hospitalization, medical and dental coverage and other welfare benefits as in
effect at the termination. The agreements provide that if the payments under the
agreement are an "excess parachute payment" for purposes of the Internal Revenue
Code, then the Company will pay the executive the amount necessary to offset the
20% excise tax imposed by the Internal Revenue Code and any additional taxes on
this payment.
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 include (i) supplemental retirement payments
after age 55 in an amount equal to $25,000 per calendar year; and (ii)
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
The Board of Directors and its Human Resources Committee ("HR Committee")
have responsibility for executive officer compensation. The objectives of the
Board and the HR Committee are to structure this compensation so as to align the
interests of the executives and our shareholders, through the use of stock-based
compensation plans, in order to generate profitable growth and increase
shareholder value. In further support of these objectives, the HR Committee
links compensation to the achievement of goals and objectives for each executive
that are established annually by the HR Committee. At the same time, the HR
Committee endeavors to provide executive compensation that will continue to
enable us to attract, retain and motivate high-quality executives.
14
The HR Committee, which is made up entirely of non-management directors,
oversees the compensation practices of the Company. It reviews and recommends
the compensation of Mr. Bohn, as Chairman, President and Chief Executive
Officer, subject to the approval of the other non-management directors of the
Board. The HR Committee reviews and approves the compensation of the other
executive officers of the Company. In fiscal 2002, the Board did not modify or
reject in any material way the recommendations of the HR Committee.
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. For fiscal 2002, the risk component of
executive officer compensation was based upon earnings performance and a
comparative return on invested capital performance. For the Named Officers other
than Messrs. Bohn, Hollowell and Lanzdorf, a target bonus of 45% of base salary
was set at achievement of pre-established target levels of earnings per share
and relative performance of return on invested capital against a comparator
group. Bonuses could have been increased up to a maximum of 90% of base salary
upon achievement of material increases over those target levels. Bonuses also
could have been reduced to a threshold of 22.5% of base salary in the event that
earnings per share and return on invested capital did not meet those target
levels, but did meet pre-established minimum levels for the year. For Mr. Bohn,
the respective percentages of base salary for target, minimum and maximum bonus
potential at those respective levels of Company performance were 75%, 37.5% and
150%. For Messrs. Hollowell and Lanzdorf, the respective percentages were as for
the Named Officers other than Mr. Bohn, but there also were pre-established
target levels of operating earnings of the Company's Defense business and the
Company's U.S. Commercial business, respectively.
The Company measures the competitiveness of its executive officer
compensation against industrial companies of a similar revenue size. For
assistance in its oversight of executive officer compensation, the HR Committee
reviews surveys of executive compensation databases and periodically retains the
services of independent consultation services. To gauge competitive practices,
the HR Committee has sought the advice of Towers Perrin, an executive
compensation consulting firm, in each of the past five years.
The most important components of executive officer compensation at the
Company are base salary, performance based annual incentives and long-term
incentives, which include stock options.
BASE SALARY
The HR Committee has established executive base salaries within the
competitive range of salaries paid to other companies' executives with similar
management responsibilities based on the survey data referred to above. To
determine individual annual base salary levels, the HR Committee reviews each
executive's performance and accomplishments during the prior year as well as
experience and service with the Company. The HR Committee also takes into
account overall Company performance and profitability and, where applicable, the
performance of that part of the business of the Company for which an executive
officer is responsible. In 2002, base salaries for executive officers, as a
group, were at or near the median of competitive salaries.
ANNUAL INCENTIVE AWARDS
Executive officers are eligible for annual cash bonuses under the Company's
Incentive Compensation Plan. Specific performance objectives are established
annually at the time that the budget for the next fiscal year is established.
For fiscal 2002, the performance measures that were established for executive
officers other than Messrs. Hollowell and Lanzdorf were an earnings per share
goal and a return on invested capital goal (each weighted 50%). For Messrs.
Hollowell and Lanzdorf, the performance measures were the same earnings per
share (weighted 25%) and return on invested capital (weighted 50%) goals as for
the other Named Officers, plus a business unit operating income goal (weighted
25%) for the Company's Defense business and U.S. Commercial business,
respectively.
15
Each executive officer is assigned threshold, target and maximum bonus
award opportunities. The HR Committee believes that these opportunities are
competitive with respect to industrial companies of similar revenue size. In
fiscal 2002, the Company exceeded its earnings per share and return on invested
capital maximums. As such, maximum bonuses were granted and paid.
LONG TERM INCENTIVE COMPENSATION
The Company uses two kinds of long-term performance-based incentives: stock
options and, occasionally, restricted stock awards. These are provided under the
Company's 1990 Incentive Stock Plan. The objectives of this Plan are to
encourage the long-term growth and performance of the Company and to encourage
and facilitate ownership of Company stock by those highly compensated employees
for whom a personal commitment to long-term shareholders is most important.
The HR Committee grants stock options to executive officers after
consideration of levels of grants for similar officers in industrial companies
of a comparable revenue size and as reported in studies by independent
compensation consultants. Individual grants are based upon the executive's
position, level of responsibility, past contributions to the success of the
Company, and the potential of each executive to contribute to the future success
of the Company.
2002 CHIEF EXECUTIVE OFFICER COMPENSATION
The HR Committee reviews and recommends the compensation of Mr. Bohn,
Chairman, President and Chief Executive Officer of the Company, subject to the
approval of the directors of the Company other than Mr. Bohn, all of whom are
non-management directors. As discussed in the Base Salary section above, the
salaries for executive officers are set within competitive ranges paid by other
industrial companies. In setting Mr. Bohn's base salary for fiscal 2002, the
Committee considered the competitive data available for similarly situated chief
executive officers; the minimum base salary under Mr. Bohn's employment
agreement with the Company; the Company's success in meeting its 2001 earnings
objectives; and Mr. Bohn's specific contributions to the success and increased
value of the Company. The base salary level established for Mr. Bohn in fiscal
2002 was positioned within the median of salaries paid to chief executive
officers in companies with similar revenues in the executive compensation
database used by the Company.
As discussed in the Annual Incentive Awards section above, cash bonuses are
based, and paid, on successful achievement of performance measures established
annually by the Committee. During fiscal 2002, these measures were an earnings
per share goal and a return on invested capital goal. Each of the two goals is
weighed equally. Mr. Bohn exceeded the maximum goal for both earnings per share
and return on invested capital. Accordingly, Mr. Bohn was awarded a bonus of
$1,065,000 for fiscal 2002.
Based upon a review of his responsibilities, contributions to the success
of the Company, expected contributions to the future success of the Company, as
well as an analysis of the total compensation structures for chief executive
officers of other industrial companies, on September 16, 2002, the HR Committee
awarded Mr. Bohn 100,000 stock options at an exercise price of $58.76 per share
and 50,000 restricted shares of Common Stock of the Company that will vest 100%
on September 16, 2008, subject to Mr. Bohn's continued employment with the
Company.
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
HR 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, as amended in 2001, was designed to permit awards
made under it to qualify for the Code's exception for "performance-based
compensation." The HR Committee determined that it could not structure the
restricted
16
stock grants to Messrs. Bohn and Szews to both accomplish the HR Committee's
objectives and satisfy the relatively inflexible Section 162(m) requirements.
Accordingly, the HR Committee elected to structure the grants to accomplish
those objectives though doing so could result in a limit on the amount that the
Company may deduct in respect of the grants.
CONCLUSION
The HR 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
incentive compensation component, the HR Committee believes executive management
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
Donald V. Fites
Frederick M. Franks, Jr.
PROPOSAL REQUIRING YOUR VOTE
ELECTION OF CLASS A COMMON STOCK DIRECTORS
The Board has nominated seven people for election as directors by Class A
Common Stock shareholders at the Annual Meeting. Each of the nominees currently
is a director of the Company and was elected at the 2002 Annual Meeting. If the
Class A Common Stock shareholders re-elect them, then they will hold office
until the next annual meeting, or until their successors have been elected and
qualified.
The nominees are: J. William Andersen, Robert G. Bohn, Frederick M. Franks,
Jr., Michael W. Grebe, Kathleen J. Hempel, J. Peter Mosling, Jr. and Stephen P.
Mosling. Their biographical information is set forth on pages 3 and 4 of this
Proxy Statement.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES FOR DIRECTOR
LISTED ABOVE.
ELECTION OF COMMON STOCK DIRECTORS
The Board has nominated three people for election as directors by Common
Stock shareholders at the Annual Meeting. Each of the nominees currently is a
director of the Company and was elected at the 2002 Annual Meeting. If the
Common Stock shareholders re-elect them, then they will hold office until the
next Annual Meeting, or until their successors have been elected and qualified.
The nominees are: Richard M. Donnelly, Donald V. Fites and Richard G. Sim.
Their biographical information is set forth on pages 3 and 4 of this Proxy
Statement.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES FOR DIRECTOR
LISTED ABOVE.
SELECTION OF INDEPENDENT AUDITORS
On June 14, 2002, the Company dismissed Arthur Andersen LLP as its
independent auditors. On the same date, the Company engaged Deloitte & Touche
LLP to act as its independent auditors as successor to Arthur Andersen LLP.
Based upon the recommendation of the Audit Committee, the Company's Board of
Directors approved the dismissal of Arthur Andersen LLP and appointed Deloitte &
Touche LLP as the Company's independent auditors.
The reports of Arthur Andersen LLP on the Company's financial statements
for the fiscal years ended September 30, 2001 and 2000 did not contain an
adverse opinion, disclaimer of opinion or qualification or modification as to
uncertainty, audit scope or accounting principles. During the fiscal
17
years ended September 30, 2001 and 2000 and during the subsequent interim
period, there were no disagreements with Arthur Andersen LLP on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedures.
The independent auditors for the Company for fiscal 2003 will be formally
approved in May, 2003.
Representatives of Deloitte & Touche 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.
OTHER MATTERS
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 properly shall 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 ("Rule 14a-8") for presentation at the 2004 Annual Meeting
must be received at the offices of the Company, P.O. Box 2566, Oshkosh,
Wisconsin 54903-2566, by August 20, 2003 for inclusion in the Company's proxy
statement for its 2004 annual meeting of shareholders. If the Company does not
receive notice of a shareholder proposal submitted otherwise than pursuant to
Rule 14a-8 prior to November 3, 2003, then the notice will be considered
untimely and the persons named in proxies solicited by the Board of Directors
for the 2004 Annual Meeting may exercise discretionary voting power with respect
to such proposal.
Pursuant to the rules of the Securities and Exchange Commission, services
that deliver the Company's communications to shareholders that hold their stock
through a bank, broker or other holder of record may deliver to multiple
shareholders sharing the same address a single copy of the Company's Annual
Report to shareholders and Proxy Statement. Upon written or oral request, the
Company will promptly deliver a separate copy of the Annual Report to
shareholders and/or Proxy Statement to any shareholder at a shared address to
which a single copy of each document was delivered. Shareholders may notify the
Company of their requests by calling or writing Ms. Virginia Abel, Oshkosh Truck
Corporation, P.O. Box 2566, Oshkosh, Wisconsin 54903-2566, (920) 235-9151 ext.
2296.
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. The Company will reimburse brokers and other nominees for their
reasonable expenses in communicating with the persons for whom they hold stock
for the Company.
18
APPENDIX A
OSHKOSH TRUCK CORPORATION
BOARD OF DIRECTORS
AUDIT COMMITTEE CHARTER
EFFECTIVE NOVEMBER 19, 2002
PURPOSE
The Audit Committee shall provide assistance to the Company's Board of Directors
in fulfilling those responsibilities to the Company's shareholders which relate
to the quality and integrity of the corporate accounting and financial reporting
practices of the Company and compliance with legal and regulatory requirements.
In so doing, it is the responsibility of the Audit Committee to maintain free
and open communication between and among the directors, the independent
auditors, the internal auditors, the independent outside counsel and the
financial and operating management of the Company. The Audit Committee shall
meet at least quarterly and otherwise as the members of the Audit Committee deem
appropriate.
MEMBERSHIP
The Audit Committee of the Board of Directors shall consist of not less than
three members, including the chair, who meet the independence and experience
requirements of the Securities and Exchange Commission (the "SEC") and the New
York Stock Exchange (the "NYSE") as and when necessary.
The members and chair of the Audit Committee will be appointed by the Board of
Directors at the Board meeting following each Annual Shareholders' Meeting.
RESPONSIBILITIES
In carrying out its responsibilities, the Audit Committee believes its policies
and procedures should be flexible enough to react to changing conditions and to
be able to assure the Board of Directors and the shareholders of the Company
that the accounting and financial reporting practices of the Company are in
accordance with all applicable legal and accounting requirements and that they
are consistently maintained at the highest quality standards.
In carrying out its responsibilities, the Audit Committee will:
1. Obtain the Board of Directors' approval of this Charter, reassess this
Charter as conditions dictate (at least annually) and seek the Board of
Directors' approval of all amendments to this Charter.
2. Evaluate and recommend annually to the Board of Directors the selection, and
where appropriate, the replacement, of the independent auditors of the
financial statements of the Company.
- Evaluate the lead audit partner and the audit staff. In making this
evaluation, the Audit Committee should also take into account the
opinions of management and the Company's internal auditors.
- Assure the rotation of the lead or coordinating audit partner every five
years or as otherwise required by law or regulations.
- Obtain and review from the independent auditors, on an annual basis, a
report describing the independent auditors' internal quality control
procedures and any material issues raised by the most recent internal
quality control review, or peer review, of the auditing firm, or by any
inquiry or investigation by governmental or professional authorities,
within the preceding five years, with respect to independent audits
carried out by the auditing firm, and any steps taken to deal with any
such issues.
A-1
The independent auditors shall have ultimate accountability to the Audit
Committee, the Board of Directors and the shareholders of the Company. The
Audit Committee shall be directly responsible for resolving any
disagreements between the independent auditors and management.
3. Approve in advance the types and the extent of non-audit services that
management plans to engage the independent auditors to perform and approve
in advance all compensation paid to the independent auditors. All
engagements for allowed non-audit services shall be disclosed by the Audit
Committee as required by law. The Audit Committee shall not permit or
approve the independent auditors to perform prohibited services as defined
in SEC regulations.
4. Obtain from the independent auditors, on an annual basis, a written
statement delineating all relationships between the independent auditors and
the Company, consistent with Independence Standards Board Standard 1 and
other applicable rules and regulations. The Audit Committee shall actively
engage in a dialogue with the independent auditors with respect to any
disclosed relationships or services that may impact the objectivity and
independence of the independent auditors and shall take, or recommend that
the Board of Directors take, appropriate action to correct or oversee the
independence of the independent auditors.
5. Meet with the independent auditors and financial management to review the
scope of the proposed annual audit and the audit procedures to be utilized
and the scope of timely quarterly reviews for the current year.
6. Conduct a meeting in person or by conference call with the Company's Chief
Executive Officer, Chief Financial Officer and Chief Accounting Officer,
together with representative(s) of the Company's independent auditors, in
advance of the quarterly earnings conference call with shareholders,
analysts, rating agencies and debt investors. Review and discuss the
quarterly financial results, material quarterly adjustments and earnings
guidance to be announced just prior to the earnings conference call. Make
inquiries whether there have been any material changes in the Company's
financial condition or results of operations which would require Form 8-K
disclosure. The Audit Committee may discuss this information generally,
including the types of information to be disclosed and the type of
presentation to be made. These discussions need not be carried out in
advance of each instance in which the Company provides routine financial
information or earnings guidance.
7. Review periodically with the independent auditors, internal auditors and
financial and accounting personnel, the adequacy and effectiveness of the
disclosure controls and procedures and the accounting, financial and
operating controls of the Company. Particular emphasis should be given to
the adequacy of such internal controls to expose any payments, transactions
or procedures that might be deemed illegal, misleading or otherwise
improper.
8. Review with the internal auditors and financial and operating management,
the adequacy and effectiveness of internal controls that assure compliance
with all laws and regulations of the United States Department of Defense and
other federal government authorities with respect to the performance under
federal contracts.
9. Review with management, the internal auditors and the independent auditors,
the status of litigation, compliance with environmental laws and regulations
and other material contingencies of the Company. Particular emphasis should
be given to the adequacy of internal controls to prevent material losses to
the Company from litigation, non-compliance with environmental laws and
regulations or other matters, as well as the adequacy of the accounting for,
and disclosure of, such contingencies in the Company's financial statements
and regulatory reporting.
10. Discuss the Company's guidelines and policies with respect to risk
assessment and risk management, although the Company's management, and not
the Audit Committee, shall be responsible for assessing and managing the
Company's exposure to risk. The Audit Committee should discuss the Company's
major financial risk exposures and the adequacy of the steps that the
Company has taken to monitor and control such exposures.
A-2
11. Review management's oversight of officer and employee understanding and
compliance with Company policies and practices with regard to proper
business conduct and ethics. Among other investigations, the Audit Committee
will:
- Review and reassess at least annually the Company's Code of Business
Conduct and Ethics and Code of Ethics for Senior Financial Officers.
- Review insider trading activity by the Company's directors and officers
at least annually for compliance with applicable insider trading
regulations and reporting requirements.
- Make inquiries of the Company's general counsel at least annually about
any breaches of the Company's Code of Business Conduct and Ethics or Code
of Ethics for Senior Financial Officers as well as any and all breaches
of securities laws, fiduciary duties or similar violations.
- Review annually the training programs with respect to the Company's Code
of Business Conduct and Ethics and Code of Ethics for Senior Financial
Officers.
- Pre-approve all waivers of the Company's Code of Business Conduct and
Ethics and its Code of Ethics for Senior Financial Officers with respect
to directors and officers of the Company.
- Make inquiries of the Company's Chief Executive Officer, Chief Financial
Officer and Chief Accounting Officer regarding any "extensions of
credit," as defined under SEC regulations, to directors or executive
officers.
12. Obtain, on a quarterly basis, reports from the Company regarding its
compliance with and evaluation of the Company's disclosure controls and
procedures and its internal controls.
13. Obtain, on an annual basis, the independent auditors' attestation to the
Company's internal control assessments, as required by law.
14. Review and discuss with management and the independent auditors the audited
financial statements to be included in the annual report to shareholders and
the Annual Report on Form 10-K, including the Company's disclosures under
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." Review and discuss with management and the independent auditors
the unaudited financial statements to be included in Quarterly Reports on
Form 10-Q, including the Company's disclosures under "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
- Review with management and the independent auditors whether there have
been any changes in or adoption of accounting principles and discuss any
other matter required to be communicated to the Audit Committee by the
independent auditors.
- Obtain from the independent auditors reports regarding all critical
accounting policies and practices and all critical judgments and
estimates to be used by the Company; reports regarding all alternative
treatments of financial information within generally accepted accounting
principles that have been discussed with Company's management,
ramifications of the use of such alternative disclosures and treatments,
and the treatment preferred by the independent auditors; other material
written communications between the independent auditors and Company's
management (e.g. management letter and schedule of unadjusted
differences); and all other communications required by law.
- Review with management and the independent auditors their judgments about
the quality and acceptability of critical accounting principles and the
clarity of the financial disclosure practices used or proposed to be
used, and particularly the degree of aggressiveness or conservatism of
the Company's accounting practices and principles and underlying
estimates, including the report provided by independent auditors under
Section 10A(k) of the Securities Exchange Act.
- Make inquiries of the independent auditors whether all material
correcting adjustments identified by the independent auditors have been
reflected in the financial statements.
A-3
15. Discuss with the independent auditors the matters required to be discussed
by Statement on Accounting Standards No. 61.
16. Review with the CEO and CFO the contents of the periodic CEO and CFO
certification statements required by the SEC and NYSE in advance of their
filing. Make inquiries of the CEO, CFO and other managers to assess the
quality of the due diligence performed by management in advance of such
certifications.
17. Establish and maintain procedures for handling complaints received by the
Company regarding accounting, internal control, auditing and legal issues.
Establish and maintain procedures to assure open access to the Audit
Committee and to review submissions by employees of the Company regarding
questionable accounting, internal control, auditing or legal issues.
18. Oversee the internal audit function of the Company including its
independence, responsibilities, competence, the proposed audit plans for the
coming year, the coordination of such plans with the independent auditors,
the quality and timeliness of internal audit activities and the budget and
staffing of the internal audit function.
19. Receive and review prior to each meeting, a summary of findings from
completed internal audits and a status report on the annual internal audit
plan, with explanations for any deviations from the original plan. At its
discretion, the Audit Committee may seek copies of particular internal
audits. All deviations from the original internal audit plan shall be
approved in advance by the Audit Committee.
20. Review annually the adequacy and competency of the outside professional firm
engaged to perform the Company's internal audit function and, as necessary,
make appropriate recommendations to the Board of Directors to replace the
outside firm. The outside internal audit firm shall have ultimate
accountability to the Audit Committee and the Board of Directors.
21. Provide a regular and sufficient opportunity for the internal and
independent auditors to meet separately with the Audit Committee without
members of management present. Among the items to be discussed in these
meetings are the internal and independent auditors' evaluation of the
performance and capabilities of the Company's financial, accounting,
information systems and legal personnel; the cooperation that the internal
and independent auditors received during the course of their audits; any
audit problems or difficulties, including any restrictions on the scope of
the independent auditors' activities or access to requested information, any
significant disagreements with management and management's response to all
such difficulties; whether the independent auditors were satisfied with the
quality and integrity of the financial statements, whether any officers or
directors attempted to take or took action to coerce, manipulate, mislead or
fraudulently influence them in the conduct of their audit engagement and
such other matters as the Audit Committee may choose.
22. Review with the Chief Financial Officer, at least annually, the capabilities
and performance of key members of the corporate finance and accounting
organization, as well as at the principal business units of the Company.
23. Review, at least annually, summaries of the expense reimbursements made to
executive officers of the Company as defined under the Securities Exchange
Act, for compliance with the Company's written policies and practices.
24. Make available to the Board of Directors the minutes of all meetings of the
Audit Committee and review the matters discussed at each Audit Committee
meeting with the Board of Directors.
25. Investigate any matter brought to its attention which falls within its
duties and as needed, retain outside resources, including independent
counsel and accounting and other advisors. The retention of such independent
counsel and other advisors will be promptly reported to the full Board of
Directors and paid by the Company.
A-4
26. Prepare annually a report of the Audit Committee for inclusion in the
Company's annual proxy statement. The report shall include any and all
information required by the SEC.
27. Include a copy of the then current Audit Committee Charter as an appendix to
the Company's annual proxy statement at least once every three years, or
more frequently if substantive changes are made to the Charter.
28. Establish clear hiring restrictions and policies for current or former
employees of the independent auditors.
29. Conduct annually a self-assessment of its performance during the previous
year. In addition, from time to time, the Board of Directors may conduct a
similar assessment of the Audit Committee. The purpose of these assessments
is to increase the effectiveness of the Audit Committee and its members.
Compliance with the responsibilities listed in this Charter shall form the
principal criteria for such assessments, as well as such other factors and
circumstances as are determined appropriate by the Audit Committee or the
Board of Directors.
While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. These are
the responsibility of management and the independent auditors. Nor is it the
duty of the Audit Committee to assure compliance with laws and regulations.
A-5
================================================================================
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 Bryan J. Blankfield, 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 I am
entitled to vote at the Annual Meeting of Shareholders of Oshkosh Truck
Corporation to be held at the Experimental Aircraft Association Museum, 3000
Poberezny Road, Oshkosh, Wisconsin, at 10:00 a.m. on Tuesday, February 4, 2003,
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, THEN THE PROXY WILL BE VOTED "FOR" ALL NOMINEES LISTED
IN ITEM 1.
PLEASE MARK, SIGN AND DATE ON REVERSE AND RETURN PROMPTLY USING THE ENVELOPE
PROVIDED.
+
[OSHKOSH LOGO] 000000 0000000000 0 0000
000000000.000 ext
000000000.000 ext
000000000.000 ext
MR A SAMPLE 000000000.000 ext
DESIGNATION (IF ANY) 000000000.000 ext
ADD 1 000000000.000 ext
ADD 2 000000000.000 ext
ADD 3
ADD 4 HOLDER ACCOUNT NUMBER
ADD 5
ADD 6 C 1234567890 J N T
||||||||||||||||||||||||||||
||||||||||||||||||||||||||||||||||||
[ ] Mark this box with an X if you
have made changes to your name
or address details above.
================================================================================
ANNUAL MEETING PROXY CARD
================================================================================
[A] THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES LISTED IN
ITEM 1.
1. Election of Class A Directors
FOR WITHHOLD
01 - J. William Andersen [ ] [ ]
02 - Robert G. Bohn [ ] [ ]
03 - Frederick M. Franks, Jr. [ ] [ ]
04 - Michael W. Grebe [ ] [ ]
05 - Kathleen J. Hempel [ ] [ ]
06 - J. Peter Mosling, Jr. [ ] [ ]
07 - Stephen P. Mosling [ ] [ ]
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
[B] AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.
I hereby acknowledge receipt of the Notice of the Oshkosh Truck Corporation 2003
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.
Signature 1 - Please keep signature within the box Signature 2 - Please keep signature within the box Date (mm/dd/yyyy)
-------------------------------------------------- -------------------------------------------------- ------/-----/----
1UPX HHH PPPP 0014351 +
================================================================================
PROXY - COMMON STOCK AND ESPP - 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 Bryan J. Blankfield, 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 I am entitled to
vote at the Annual Meeting of Shareholders of Oshkosh Truck Corporation to be
held at the Experimental Aircraft Association Museum, 3000 Poberezny Road,
Oshkosh, Wisconsin, at 10:00 a.m. on Tuesday, February 4, 2003, 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, THEN THE PROXY WILL BE VOTED "FOR" ALL NOMINEES LISTED
IN ITEM 1.
PLEASE MARK, SIGN AND DATE ON REVERSE AND RETURN PROMPTLY USING THE ENVELOPE
PROVIDED.
+
[OSHKOSH LOGO] 000000 0000000000 0 0000
000000000.000 ext
000000000.000 ext
000000000.000 ext
MR A SAMPLE 000000000.000 ext
DESIGNATION (IF ANY) 000000000.000 ext
ADD 1 000000000.000 ext
ADD 2 000000000.000 ext
ADD 3
ADD 4 Holder Account Number
ADD 5
ADD 6 C 1234567890 J N T
||||||||||||||||||||||||||||
||||||||||||||||||||||||||||||||||||||||||
[ ] Mark this box with an X if you have
made changes to your name or address
details above.
================================================================================
ANNUAL MEETING PROXY CARD
================================================================================
[A] THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES LISTED IN
ITEM 1.
1. Election of Directors
For Withhold
01 - Richard M. Donnelly [ ] [ ]
02 - Donald V. Fites [ ] [ ]
03 - Richard G. Sim [ ] [ ]
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
[B] AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.
I hereby acknowledge receipt of the Notice of the Oshkosh Truck Corporation 2003
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.
Signature 1 - Please keep signature within the box Signature 2 - Please keep signature within the box Date (mm/dd/yyyy)
-------------------------------------------------- -------------------------------------------------- ------/-----/----
1UPX HHH PPPP 0014352 +