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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
(X) Annual Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (Fee Required) For the fiscal year ended
September 30, 1994, or
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required) For the transition period from
_____________________ to ____________________________
Commission file number: 0-13886
Oshkosh Truck Corporation
(Exact name of registrant as specified in its charter)
Wisconsin 39-0520270
(State of other jurisdiction of (I.R.S. Employer Identification)
incorporation or organization)
P. O. Box 2566, Oshkosh, WI 54903-2566
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code:(414) 235-9151
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Class B Common Stock
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes X
No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. X
Aggregate market value of the voting stock held by non-affiliates of
the registrant as of November 15, 1994:
Class A Common Stock, $.01 par value - No Established Market Value
Class B Common Stock, $.01 par value - $93,939,619
Number of shares outstanding of each of the registrant's classes of
common stock as of November 15, 1994:
Class A Common Stock, $.01 par value - 449,370 shares
Class B Common Stock, $.01 par value - 8,258,428 shares
DOCUMENTS INCORPORATED BY REFERENCE
Parts II and IV incorporate, by reference, portions of the Annual
Report to Shareholders for year ended September 30, 1994.
Part III incorporates, by reference, portions of the Proxy Statement
dated December 19, 1994.
------------------------------------------------------------------------
OSHKOSH TRUCK CORPORATION
Index to Annual Report on Form 10-K
Year Ended September 30, 1994
Page
PART I.
ITEM 1. BUSINESS. . . . . . . . . . . . . . . . . . . . 3
ITEM 2. PROPERTIES. . . . . . . . . . . . . . . . . . . . 6
ITEM 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . 6
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS . . . . . . . . . . . . . . . . 7
EXECUTIVE OFFICERS OF THE REGISTRANT . . . . . . 7
PART II.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
AND RELATED STOCKHOLDER MATTERS. . . . . . . . . 8
ITEM 6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . 8
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS . . . . . . . . . . . . . . . . . . 8
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . 8
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE. . . . . . . . . . . . . 8
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
OF THE REGISTRANT. . . . . . . . . . . . . . 9
ITEM 11. EXECUTIVE COMPENSATION. . . . . . . . . . . . 9
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT. . . . . . . . . . . . 9
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS . . . . . . . . . . . . . . . . 9
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K. . . . . . . . . . . 10
INDEX TO EXHIBITS . . . . . . . . . . . . . . 11
PART I
Item 1.BUSINESS
General
The company engineers, manufactures and markets a broad range of
specialized trucks, chassis, trailers, and proprietary parts under the
"Oshkosh" trademark. As a specialized vehicle producer, the company holds
a unique position in the industry, having acquired the engineering and
manufacturing expertise and flexibility to profitably build specialty
vehicles in competition with companies much larger than itself. Mass
producers design a vehicle to serve many markets. In contrast, the
company's vehicles, manufactured in low to medium production volumes, are
engineered for market niches where a unique, innovative design will meet a
purchaser's requirements for use in specific, usually adverse operating
conditions. Many of the company's products are found operating in snow,
deserts and soft or rough terrain where there is a need for high
performance or high mobility. Because of the quality of its specialized
vehicles, the company believes its products perform at lower life cycle
costs than those that are mass-produced.
Markets served by the company domestically and internationally are
categorized as defense and commercial. Since 1980, specialized vehicles
sales to the defense market have significantly increased and in fiscal
1994 represented 62% of the company's sales volume, after reaching a peak
of 83% in fiscal 1987.
The company primarily depends upon components made by suppliers for
its products, but manufactures certain important proprietary components.
The company has successfully managed its supply network, which consists of
approximately 2,000 active vendors. Through its reliance on this supply
network for the purchase of certain components, the company is able to
avoid many of the preproduction and fixed costs associated with the
manufacture of those components. However, while the company purchases
many of the high dollar components for assembly, such as engines,
transmissions and axles, it does have significant machining and
fabricating capability. This capability is used for the manufacture of
certain axles, transfer cases, cabs and many smaller parts which add
uniqueness and value to the company's products. Some of these proprietary
components are marketed to other manufacturers.
Products and Markets
The company currently manufactures 8 different series of commercial
trucks and 5 series of motorized chassis, and during fiscal 1994, had two
active contracts with the U.S. Government. Within each series there is a
varying number of models. Models are usually distinguished by differences
in engine, transmission, and axle combinations. Vehicles produced range
in price from $14,000 to $1 million; in horsepower from 105 to 1,025; and
in gross vehicle weight from 10,000 to 150,000 pounds. The company has
designed vehicles to operate in the environmental extremes of arctic cold
or desert heat. With the exception of motorized chassis, most vehicles
are designed with the capability to operate in both highway and off-road
conditions. Oshkosh manufactures a broad range of trailers including
vans, flatbed, container chassis, fruit haulers, and a variety of military
trailers. The company aggressively supports its products with an
aftermarket parts and service organization.
Defense
The company manufactures a range of military vehicles for the U.S.
Department of Defense and export markets and is the free world's largest
producer of heavy-duty military wheeled vehicles. The company has
performed major defense work for the past 50 years. Contracts with the
Department of Defense generally are multi-year contracts. Each contract
provides that the government will purchase a base quantity of vehicles
with options for additional purchases. All obligations of the government
under the contracts are subject to receipt of government funding, and it
is customary to expect purchases when Congress has funded the purchase
through budget appropriations and after the government has committed the
funds to the contractor. The following are defense contracts that were
active in fiscal 1994:
Heavy Equipment Transporter (HET). In January 1990 the company was
awarded a $214 million contract for the production of 1,044 M1070 HETs.
This contract also contained an option for an additional 522 units. The
eight wheel drive M1070 HET is primarily designed to haul the Army's main
battle tank, but also transports other tanks, fighting and recovery
vehicles, self-propelled howitzers, and construction equipment. First
article test approval was received by the company in February 1994.
Production deliveries began in August 1992 and are substantially complete
as of September 1994. The contract is funded at $281.8 million for the
base quantity of 1,044 units and exercised options of 310 units. As of
September 30, 1994, the company has delivered 1331 units under the
contract and will deliver 23 units during 1995. In addition to the U.S.
Army contract, the company produced 50 M1070 HET vehicles for the
government of Saudi Arabia in 1993.
Palletized Load System (PLS). In July 1990 the company was selected
as the producer of the Army's new generation heavy-duty transport truck.
This ten wheel drive truck self-loads and unloads flatracks carrying
palletized cargo. The five year contract for 2,626 units and associated
trailers and flatracks was awarded in September 1990. This contract
contains a 100% option clause. The company received first article test
approval on January 3, 1994. Production began in early 1992 and will
conclude approximately August 1996. The company has produced 1,703 units
as of September 30, 1994. If options are exercised, it will extend the
production period or increase the rate of production. The contract is
currently funded at $897 million for 2,683 trucks under all five program
years, and there is $247 million available under unexercised options.
Backlog at September 30, 1994 was $386 million, which will be produced
ratably through August 1996.
Commercial
The company manufactures a range of vehicles for commercial markets.
The S-series is a forward placement concrete carrier that offers
advantages over conventional rear discharge trucks in that the concrete is
placed from the front of the truck, in full view of the driver while in
the cab, providing superior productivity and customer service.
The company serves municipal markets with products that include
Aircraft Rescue & Fire Fighting (ARFF), snow removal vehicles and waste
transport vehicles. The company believes itself to be the world's largest
producer of ARFF vehicles and produces four models of varying water
capacities. The multi-purpose airport snow removal vehicle is a snow
blower with interchangeable blade plows and brooms. The P-series is a
line of heavy duty, high speed snow plow vehicles. The company has three
model series of refuse vehicles, the A, NC, and NL. These vehicles are
sold to private contractors as well as municipalities.
The company manufactures its L, M, X, V, and S lines of motorized
chassis for sale to manufacturers of motorhomes, buses and delivery step
vans. The company offers the broadest model line in the industry and has
developed a strong niche in the diesel segment of the market.
Other product lines include F-series construction, utility, and heavy
haul transport vehicles, and J-series desert oil field service and heavy
haul transport vehicles.
The company is engaged in the production of trailers that are
marketed under the Oshkosh trademark to commercial and military markets.
The company is marketing its proprietary components to original
equipment manufacturers. Front-driving axles, transfer cases, all wheel
steer, independent suspension, central tire inflation systems (CTIS), and
axle wheel ends are currently being supplied to other original equipment
manufacturers.
Backlog
The company has a funded backlog as of September 30, 1994, of $512
million. The backlog as of September 25, 1993, was $459 million. The
majority of the current backlog relates to funded base and option
quantities under the company's existing defense contracts. Approximately
13% of the current backlog relates to firm orders for commercial trucks,
motorized chassis products, trailers, or non-military parts sales. In
addition, option quantities under the existing defense contracts could
amount to another $255 million, if exercised.
Government Contracts
A significant portion of the company's sales are made to the United
States government under long-term contracts and programs in which there
are significant risks, including the uncertainty of economic conditions
and defense policy. The company's defense business is substantially
dependent upon periodic awards of new contracts and the purchase of base
vehicle quantities and the exercise of options under existing contracts.
The company's existing contracts with the U.S. Government may be
terminated at any time for the convenience of the government. Upon such
termination, the company would be entitled to reimbursement of its
incurred costs and, in general, to payment of a reasonable profit for work
actually performed.
There can be no assurance that the U.S. government will continue to
purchase the company's products at comparable levels. The termination of
any of the company's significant contracts, failure of the government to
purchase quantities under existing contracts or failure of the company to
receive awards of new contracts could have a material adverse effect on
the business operations of the company.
Under firm fixed-price contracts with the government, the price paid
the company is not subject to adjustment to reflect the company's actual
costs, except costs incurred as a result of contract changes ordered by
the government or for economic price adjustment clauses contained in
certain contracts. The company generally attempts to negotiate with the
government the amount of increased compensation to which the company is
entitled for government-ordered changes which result in higher costs. In
the event that the company is unable to negotiate a satisfactory agreement
to provide such increased compensation, the company may file an appeal
with the Armed Services Board of Contract Appeals or the U.S. Claims
Court. The company has no such appeals pending.
Marketing and Distribution
All domestic defense products are sold direct and the company
maintains a liaison office in Washington, D.C. The company also sells
defense products to foreign governments direct, through representatives,
or under the United States Foreign Military Sales program. The company's
commercial vehicle, chassis and trailer products and aftermarket parts are
sold either direct to customers or through dealers or distributors,
depending upon geographic area and product line. Supplemental information
relative to export shipments is incorporated by reference to Note 8 of the
financial statements included in the company's Annual Report to
Shareholders for the fiscal year ended September 30, 1994.
Competition
In all the company's markets, the competitors include smaller,
specialized manufacturers as well as the larger, mass producers. The
company believes it has greater technical strength and production
capability than other specialized manufacturers. The company also
believes it has greater flexibility than larger competitors and has the
engineering and manufacturing expertise in the low to middle production
volumes that allows it to compete effectively in its markets against mass
producers.
The principal method of competition for the company in the defense
and municipal markets, where there is intense competition, is generally on
the basis of lowest qualified bid. In the non-governmental markets, the
company competes mainly on the basis of price, innovation, quality and
product performance capabilities.
Engineering, Test and Development
For fiscal years 1994, 1993, and 1992 the company incurred
engineering, research and development expenditures of $8.2 million, $11.0
million, and $10.9 million, respectively, portions of which were
recoverable from customers, principally the government. The company does
not believe that patents are a significant factor in its business success.
Employees
As of September 30, 1994, the company had approximately 1,900
employees. Production workers at the company's principal facilities in
Oshkosh, Wisconsin are represented by the United Auto Workers union. The
company's five-year contract with the United Auto Workers expires
September 30, 1996.
Item 2. PROPERTIES.
The company's principal offices and manufacturing facilities are
located in Oshkosh, Wisconsin. Space occupied encompasses 697,761 square
feet, 80,658 of which is leased. One half of the space owned by the
company has been constructed since 1970. The company owns approximately
50 acres of vacant land adjacent to its existing facilities. The company
owns a 153,600 sq. ft. chassis manufacturing plant in Gaffney, SC, and the
trailer office and manufacturing facility with 287,000 sq. ft. located in
Bradenton, FL.
The company's equipment and buildings are modern, well maintained and
adequate for its present and anticipated needs.
In addition, the company has leased parts and service facilities in
Hartford, CT, Greensboro, NC, Chicago, IL and Salt Lake City, UT, and owns
similar facilities in Lakeland, FL and Oshkosh, WI.
Item 3. LEGAL PROCEEDINGS.
Various actions or claims have been brought or asserted or may be
contemplated by government authorities against the company. Among these
is a potential action by government authorities against the company in
connection with a grand jury investigation which commenced on April 28,
1989. No charges have been filed against the company or its employees.
The company and its employees have cooperated fully with the government
investigation.
Based on internal reviews and after consultation with counsel, the
company does not have sufficient information to reasonably estimate what
potential future costs, if any, the company may incur as a result of the
government claims or actions. As a result, no provision related to these
issues has been recorded in the accompanying financial statements. Costs
incurred in responding to these actions and claims have been expensed as
incurred.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year ended September 30, 1994.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the company are as follows:
Name Age* Title
R. Eugene Goodson 59 Chairman & CEO, Member of Executive
Committee and Director
Robert G. Bohn 41 President & COO
Paul C. Hollowell 53 Executive Vice President & President-
Oshkosh International
Fred S. Schulte 51 Vice President, Chief Financial Officer
and Treasurer
Matthew J. Zolnowski 41 Vice President-Administration
*As of November 15, 1994
All of the company's officers serve terms of one year and until their
successors are elected and qualified.
R. EUGENE GOODSON - Mr. Goodson joined the company in April 1990 in
his present position. Prior thereto, he served as Group Vice President
and General Manager of the Automotive Systems Group of Johnson Controls,
Inc., which position he held since 1985. Mr. Goodson is also a director
of Donnelly Corporation and Knowles Electronics, Incorporated.
ROBERT G. BOHN - Mr. Bohn joined the company as Vice President-
Manufacturing in May 1992 and assumed his present position in February
1994. Mr. Bohn came from Johnson Controls, Inc., where he was Managing
Director at their European Operations in the Automotive Systems Division
since 1988.
PAUL C. HOLLOWELL - Mr. Hollowell joined the company in April 1989 as
Vice President-Defense Products and assumed his present position in
February 1994. Mr. Hollowell came from General Motors Corporation where
he served for three years as manager of their Washington, DC office for
military tactical vehicle programs. He previously served 22 years in the
U.S. Army from which he retired with the rank of Lieutenant Colonel.
FRED S. SCHULTE - Mr. Schulte joined the company in March 1991 in his
present position. Prior thereto, he served as Chief Financial Officer of
Tracor, Inc. from 1987 to 1991.
MATTHEW J. ZOLNOWSKI - Mr. Zolnowski joined the company as Vice
President-Human Resources in January 1992 and assumed his present position
in February 1994. Before joining the company Mr. Zolnowski was Director,
Human Resources and Administration at Rexene Products Company from
September 1990 through January 1992 and Director, Headquarters Employee
Relations at PepsiCo, Inc. from June 1982 through August 1990.
PART II
Item 5. Market for Registrant's Common Stock and Related Stockholder
Matters.
The information under the captions "Shareholder Information", Note 9
to the Consolidated Financial Statements, and "Financial Statistics"
contained in the company's Annual Report to Shareholders for the fiscal
year ended September 30, 1994, is hereby incorporated by reference in
answer to this item.
Item 6. Selected Financial Data.
The information under the caption "Financial Highlights" contained in
the company's Annual Report to Shareholders for the fiscal year ended
September 30, 1994, is hereby incorporated by reference in answer to this
item.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The information under the caption "Management's Discussion and
Analysis of Results of Operations and Financial Condition" contained in
the company's Annual Report to Shareholders for the fiscal year ended
September 30, 1994, is hereby incorporated by reference in answer to this
item.
Item 8. Financial Statements and Supplementary Data.
The financial statements set forth in the company's Annual Report to
Shareholders for the fiscal year ended September 30, 1994, is hereby
incorporated by reference in answer to this item. Data regarding
quarterly results of operations included under the caption "Financial
Statistics" in the company's Annual Report to Shareholders for the fiscal
year ended September 30, 1994, is hereby incorporated by reference.
Item 9. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosures.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information under the captions "Election of Directors" and "Other
Matters" of the company's definitive proxy statement for the annual
meeting of shareholders on January 23, 1995, as filed with the Securities
and Exchange Commission, is hereby incorporated by reference in answer to
this Item. Reference is also made to the information under the heading
"Executive Officers of the Registrant" included under Part I of this
report.
Item 11. Executive Compensation.
The information under the captions "Executive Compensation" contained
in the company's definitive proxy statement for the annual meeting of
shareholders on January 23, 1995, as filed with the Securities and
Exchange Commission is hereby incorporated by reference in answer to this
Item.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information under the caption "Shareholdings of Nominees and
Principal Shareholders" contained in the company's definitive proxy
statement for the annual meeting of shareholders on January 23, 1995, as
filed with the Securities and Exchange Commission, is hereby incorporated
by reference in answer to this Item.
Item 13. Certain Relationships and Related Transactions.
The information contained under the captions "Election of Directors"
and "Certain Transactions" contained in the company's definitive proxy
statement for the annual meeting of shareholders on January 23, 1995, as
filed with the Securities and Exchange Commission, is hereby incorporated
by reference in answer to this Item.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) 1. Financial Statements: The following consolidated financial
statements of the company and the auditors' report appearing at the
indicated pages of the Annual Report to Shareholders for fiscal year ended
September 30, 1994, are incorporated by reference in Item 8:
Consolidated Balance Sheet at September 30, 1994 and September 25,
1993
Consolidated Statement of Operations and Retained Earnings for the
years ended September 30, 1994, September 25, 1993 and September
30, 1992
Consolidated Statement of Cash Flows for the years ended September
30, 1994, September 25, 1993, and September 30, 1992
Notes to Consolidated Financial Statements
Report of Ernst & Young, LLP Independent Auditors
2. Financial Statement Schedules:
Consent of Independent Auditors For the years ended September 30,
1994, September 25, 1993, and September 30, 1992
Schedule II - Amounts Receivable From Related Parties
Schedule V - Property, Plant & Equipment
Schedule VI - Accumulated Depreciation & Amortization of Property,
Plant & Equipment
Schedule VIII - Valuation & Qualifying Accounts
Schedule IX - Short-term Borrowing
All other schedules are omitted because they are not applicable, or
the required information is shown in the financial statements or notes
thereto.
3. Exhibits:
3.1 Restated Articles of Incorporation *
3.2 Bylaws of the company, as amended *****
4.1 Credit Agreement #
4.2 Credit Agreement amendments through October 15, 1993 ###
4.3 Credit Agreement Amendments from October 16, 1993 through
September 30, 1994
10.2 Lease with Cadence Company (formerly Mosling Realty Company)
and related documents *
10.3 1990 Incentive Stock Plan for Key Employees, as amended
(through April 25, 1994)@
10.4 Form of Key Employee Employment and Severance Agreement with
Messrs. R. E. Goodson, Chairman & CEO and F. S. Schulte, Vice
President and Chief Financial Officer **@
10.5 Lease with Lake Aire Development, Inc. ###
10.6 Employment Agreement with R. E. Goodson, Chairman & CEO as of
April 16, 1990 ****@
10.7 Restricted stock grant to R. E. Goodson, Chairman & CEO ****@
10.8 Incentive Stock Option Agreement to R. E. Goodson, Chairman &
CEO****@
10.9 Employment Agreement with R. E. Goodson, Chairman & CEO as of
April 16, 1992 ##@
10.11 Lease extension with Lake Aire Development, Inc. dated April
21, 1994
10.12 1994 Long-Term Incentive Compensation Plan dated March 29,
1994@
10.13 Form of Key Employees Employment and Severance Agreement with
Messrs. R.G. Bohn, P.C. Hollowell, and M.J. Zolnowski@
11. Computation of per share earnings (contained in Note 1 of
"Notes to Consolidated Financial Statements" of the company's
Annual Report to Shareholders for the fiscal year ended
September 30, 1994)
13. 1994 Annual Report to Shareholders, to the extent incorporated
herein by reference
23. Consent of Ernst & Young LLP (contained in Consent of
Independent Auditors, which accompanies financial statement
schedules)
27. Financial Data Schedule
*Previously filed and incorporated by reference to the company's Form S-1
registration statement filed August 22, 1985, and amended September 27,
1985, and October 2, 1985 (Reg. No. 2-99817).
**Previously filed and incorporated by reference to the company's Form 10-
K for the year ended September 30, 1987.
***Previously filed and incorporated by reference to the company's Form
10-K for the year ended September 30, 1989.
****Previously filed and incorporated by reference to the company's Form
10-K for the year ended September 30, 1990.
*****Previously filed and incorporated by reference to the company's Form
10-K for the year ended September 30, 1991.
# Previously filed and incorporated by reference to the company's form 10-
Q for the quarter ended March 31, 1992.
## Previously filed and incorporated by reference to the company's Form
10-K for the year ended September 30, 1992.
### Previously filed and incorporated by reference to the company's Form
10-K for the year ended September 25, 1993.
@ Denotes a management contract or compensatory plan or arrangement.
(b) No report on Form 8-K was required to be filed by the
registrant during the last quarter of the period covered
by this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
OSHKOSH TRUCK CORPORATION
December 19, 1994 By /S/ R. Eugene Goodson
R. Eugene Goodson
Chairman & CEO
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities on the dates indicated.
December 19, 1994 /S/ R. E. Goodson
R. E. Goodson
Chairman & CEO, Member of
Executive Committee and Director
December 19, 1994 /S/ F. S. Schulte
F. S. Schulte
Vice President, Chief Financial
Officer and Treasurer
December 19, 1994 /S/ P. F. Mueller
P. F. Mueller
Corporate Controller
(Principal Accounting Officer)
December 19, 1994 /S/ J. W. Andersen
J. W. Andersen
Director
December 19, 1994 /S/ D. T. Carroll
D. T. Carroll
Director
December 19, 1994 /S/ T. M. Dempsey
T. M. Dempsey
Director
December 19, 1994 /S/ M. W. Grebe
M. W. Grebe
Director
December 19, 1994 /S/ S. P. Mosling
S. P. Mosling
Director and
Member of Executive Committee
December 19, 1994 /S/ J. P. Mosling, Jr.
J. P. Mosling, Jr.
Director and
Member of Executive Committee
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual Report on Form
10-K of Oshkosh Truck Corporation of our report dated November 14, 1994,
included in the 1994 Annual Report to Shareholders of Oshkosh Truck
Corporation.
Our audits also included the financial statement schedules of Oshkosh
Truck Corporation listed in Item 14(a). These schedules are the
responsibility of the Company's management. Our responsibility is to
express an opinion based on our audits. In our opinion, the financial
statement schedules referred to above, when considered in relation to the
basic financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.
We also consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-38822) pertaining to the Oshkosh Truck
Corporation's 1990 Incentive Stock Plan and in the related prospectus of
our report dated November 14, 1994, with respect to the consolidated
financial statements and schedules of Oshkosh Truck Corporation included
or incorporated by reference in the Annual Report (Form 10-K) for the year
ended September 30, 1994.
Ernst & Young LLP
Milwaukee, Wisconsin
December 19, 1994
SCHEDULE II
OSHKOSH TRUCK CORPORATION
AMOUNTS RECEIVABLE FROM RELATED PARTIES
Years Ended September 30, 1994, September 25, 1993
and September 30, 1992
(In Thousands)
Balance at Balance at
Beginning of End of
Name of Debtor Period Additions Reductions Period
47.25% Equity
Owned Foreign
Subsidiary:
Chassises Y
Autopartes Oshmex
Year Ended
September 30,
1992 $-- $-- $-- $--
==== ==== ==== ====
Year Ended
September 25,
1993 $-- $-- $-- $--
==== ==== ==== ====
Year Ended
September 30,
1994 $-- $8,297(1) ($320) $7,977(2)
==== ====== ==== ======
(1) In fiscal 1994 $3,507 which arose in the ordinary course of business
was converted into a note as described in (2) below.
(2) Includes trade receivables of $177 and a note receivable of $7,800.
Terms of the note receivable are as follow:
Date of Note: July 7, 1994
Due Date: July 7, 1995
Interest Rate: 1% above Firstar Bank of Wisconsin reference rate
Terms of Repayment: Lump sum on due date of note
Guaranteed 10% by Microbuses Y Refacciones, S.A., de C.V. and 45% by
Mexicana de Autobuses Soliedad Anonima de Capital Variable.
SCHEDULE V
OSHKOSH TRUCK CORPORATION
PROPERTY, PLANT AND EQUIPMENT
Years Ended September 30, 1994, September 25, 1993, and September 30, 1992
(In Thousands)
Balance at Other
Beginning Additions Retirements Changes Balance at
Classification of Year at Cost or Sales Add/(Deduct) End of Year
------------------------------------------------------------------------------------------------
Year ended September 30, 1992:
Land and improvements... $ 6,587 $ 219 $ -- $ -- $ 6,806
Buildings... 30,344 1,951 -- -- 32,295
Machinery and equipment... 55,524 7,837 57 -- 63,304
------- ------- ----- ---- --------
Total... $92,455 $10,007 $ 57 $ -- $102,405
======= ======= ===== ==== ========
Year ended September 25, 1993:
Land and improvements... $ 6,806 $ 988 $ 6 $ -- $ 7,788
Buildings... 32,295 873 64 198 * 33,302
Machinery and equipment... 63,304 6,540 1,066 (198)* 68,580
------- ------- ------ ----- --------
Total... $102,405 $ 8,401 $1,136 $ 0 $109,670
======== ======= ====== ===== ========
Year ended September 30, 1994:
Land and improvements... $ 7,788 $ 156 $ -- $ -- $ 7,944
Buildings... 33,302 1,074 12 -- 34,364
Machinery and equipment... 68,580 4,479 1,655 (15) 71,389
-------- ------- ------- ----- --------
Total... $109,670 $ 5,709 $ 1,667 $(15) $113,697
======== ======= ======= =====
Depreciation is provided using accelerated methods for machinery and
equipment and principally straightline methods for land improvements and
buildings. Estimated useful lives used in computing depreciation are as
follows:
Land improvements..................10-15 years
Buildings..........................10-40 years
Machinery and equipment............ 2-20 years
* Reclassification of Buildings and Machinery and Equipment
SCHEDULE VI
OSHKOSH TRUCK CORPORATION
ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT
Years Ended September 30, 1994, September 25, 1993, and September 30, 1992
(In Thousands)
Additions
Balance at Charged to Other
Beginning Costs and Changes Balance at
Classification of Year Expenses Retirements Add/(Deduct) End of Year
Year ended September 30, 1992:
Land and improvements... $ 1,398 $ 141 $ -- $ -- $ 1,539
Buildings... 8,517 1,182 -- -- 9,699
Machinery and equipment... 29,743 6,471 35 -- 36,179
------- ------ ---- ---- --------
Total... $39,658 $7,794 $ 35 $ -- $ 47,417
======= ====== ==== ==== ========
Year ended September 25, 1993:
Land and improvements... $ 1,539 $ 189 $ -- $ -- $ 1,728
Buildings... 9,699 1,286 60 -- 10,925
Machinery and equipment... 36,179 7,113 699 -- 42,593
------- ------ ---- ---- --------
Total... $47,417 $8,588 $759 $ -- $ 55,246
======= ====== ==== ==== ========
Year ended September 30, 1994:
Land and improvements... $ 1,728 $ 189 $ -- $ -- $ 1,917
Buildings... 10,925 1,634 9 -- 12,550
Machinery and equipment... 42,593 7,309 1,158 (15) 48,729
------- ------ ------ ---- --------
Total... $55,246 $9,132 $1,167 $(15) $ 63,196
======= ====== ====== ===== ========
SCHEDULE VIII
OSHKOSH TRUCK CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
Years Ended September 30, 1994, September 25, 1993, and September 30, 1992
(In Thousands)
Balance at Additions
Beginning Charged to Balance at
Classification of Year Expense Reductions* End of Year
Receivables -
Allowance for doubtful
accounts:
1992.......... $1,148 $456 ($128) $1,476
====== ==== ====== ======
1993.......... $1,476 $149 ($948) $ 677
====== ==== ====== ======
1994.......... $ 677 $128 ($274) $ 53
====== ==== ======
* Represents amounts written off to the reserve, net of recoveries.
SCHEDULE IX
OSHKOSH TRUCK CORPORATION
SHORT-TERM BORROWINGS
Years Ended September 30, 1994, September 25, 1993, and September 30 1992
(In Thousands)
Weighted
Average
Weighted Maximum Average Interest
Average Amount Amount Rate
Interest Outstanding Outstanding Incurred
Category of Aggregate Balance at Rate at End During the During the During
Short-Term Borrowings End of Year of Year Year Year the Year
-----------------------------------------------------------------------------------------------------------
Year ended September 30,
1992:
Notes Payable to banks... -- -- $59,100 $34,000 6.20%
Year ended September 25,
1993:
Notes Payable to banks... -- -- -- -- --
Year ended September 30,
1994:
Notes Payable to banks... -- -- -- -- --
EXHIBIT INDEX
Exhibits
3.1 Restated Articles of Incorporation *
3.2 Bylaws of the company, as amended *****
4.1 Credit Agreement #
4.2 Credit Agreement amendments through October 15, 1993 ###
4.3 Credit Agreement Amendments from October 16, 1993 through September
30, 1994
10.2 Lease with Cadence Company (formerly Mosling Realty Company) and
related documents *
10.3 1990 Incentive Stock Plan for Key Employees, as amended (through
April 25, 1994)@
10.4 Form of Key Employee Employment and Severance Agreement with Messrs.
R. E. Goodson, Chairman & Chief Executive Officer (CEO) and F. S.
Schulte, Vice President and Chief Financial Officer (CFO) **@
10.5 Lease with Lake Aire Development, Inc. ###
10.6 Employment Agreement with R. E. Goodson, Chairman & CEO as of April
16, 1990 ****@
10.7 Restricted stock grant to R. E. Goodson, Chairman & CEO ****@
10.8 Incentive Stock Option Agreement to R. E. Goodson, Chairman &
CEO ****@
10.9 Employment Agreement with R. E. Goodson, Chairman & CEO as of April
16, 1992 ##@
10.11 Lease extension with Lake Aire Development, Inc. dated April 21,
1994
10.12 1994 Long-Term Incentive Compensation Plan dated March 29,
1994@
10.13 Form of Key Employees Employment and Severance Agreement with
Messrs. R.G. Bohn, P.C. Hollowell, and M.J. Zolnowski@
11. Computation of per share earnings (contained in Note 1 of "Notes to
Consolidated Financial Statements" of the company's Annual Report to
Shareholders for the fiscal year ended September 30, 1994)
13. 1994 Annual Report to Shareholders, to the extent incorporated
herein by reference
23. Consent of Ernst & Young LLP (contained in Consent of Independent
Auditors, which accompanies financial statement schedules)
27. Financial Data Schedule
*Previously filed and incorporated by reference to the company's Form S-1
registration statement filed August 22, 1985, and amended September 27,
1985, and October 2, 1985 (Reg. No. 2-99817).
**Previously filed and incorporated by reference to the company's Form 10-
K for the year ended September 30, 1987.
***Previously filed and incorporated by reference to the company's Form
10-K for the year ended September 30, 1989.
****Previously filed and incorporated by reference to the company's Form
10-K for the year ended September 30, 1990.
*****Previously filed and incorporated by reference to the company's Form
10-K for the year ended September 30, 1991.
# Previously filed and incorporated by reference to the company's form 10-
Q for the quarter ended March 31, 1992.
## Previously filed and incorporated by reference to the company's Form
10-K for the year ended September 30, 1992.
### Previously filed and incorporated by reference to the company's Form
10-K for the year ended September 25, 1993.
@ Denotes a management contract or compensatory plan or arrangement.