SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report
(Date of earliest
event reported): January 23, 2003
Oshkosh Truck Corporation
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(Exact name of registrant as specified in its charter)
Wisconsin 1-31371 39-0520270
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
P.O. Box 2566, Oshkosh, Wisconsin 54903
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(Address of principal executive offices, including zip code)
(920) 235-9151
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(Registrant's telephone number)
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibits are being filed herewith:
(99.1) Oshkosh Truck Corporation Press Release dated
January 23, 2003.
(99.2) Script for Conference Call Held January 23, 2003.
Item 9. Regulation FD Disclosure.
On January 23, 2003, Oshkosh Truck Corporation (the "Company") issued a
press release (the "Press Release") announcing its earnings for the first
quarter ended December 31, 2002, its outlook for fiscal 2003 and a quarterly
dividend. A copy of such press release is filed as Exhibit 99.1 and is
incorporated by reference herein.
On January 23, 2003, the Company held a conference call in connection with
the Company's announcement of its earnings for the first quarter ended December
31, 2002. A copy of the script (the "Script") for such conference call is filed
as Exhibit 99.2 and is incorporated by reference herein. An audio replay of such
conference call and the related question and answer session will be available
for thirty days on the Company's web site at www.oshkoshtruck.com.
The information, including without limitation all forward-looking
statements, contained in the Press Release and the Script or provided in the
conference call and related question and answer session speaks only as of
January 23, 2003. The Company has adopted a policy that if the Company makes a
determination that it expects earnings for future periods for which projections
are contained in the Press Release and the Script or provided in the conference
call and related question and answer session to be lower than those projections,
then the Company will publicly announce that fact. The Company's policy also
provides that the Company does not intend to make such a public announcement if
the Company makes a determination that it expects earnings for future periods to
be at or above the projections contained in the Press Release and the Script.
Except as set forth above, the Company assumes no obligation, and disclaims any
obligation, to update information contained in the Press Release and the Script
or provided in the conference call and related question and answer session.
Investors should be aware that the Company may not update such information until
the Company's next quarterly conference call, if at all.
The Press Release and the Script contain, and representatives of the
Company made, during the conference call and the related question and answer
session, statements that the Company believes to be "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. All
statements other than statements of historical fact included in the Press
Release and the Script or made during the conference call and related question
and answer session, including, without limitation, statements regarding the
Company's future financial position, business strategy, targets, projected
sales, costs, earnings, capital expenditures and debt levels, and plans and
objectives of management for future operations, are forward-looking statements.
In addition, forward-looking statements generally can be identified by the use
of forward-looking terminology such as "may," "will," "expect," "intend,"
"estimates," "anticipate," "believe," "should" or "plans," or the
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negative thereof or variations thereon or similar terminology. The Company
cannot provide any assurance that such expectations will prove to have been
correct. Important factors that could cause actual results to differ materially
from the Company's expectations include, without limitation, the following:
Accuracy of Assumptions. The expectations reflected in the
forward-looking statements, in particular those with respect to projected
sales, costs, earnings and debt levels, are based in part on certain
assumptions made by the Company, some of which are referred to in, or as
part of, the forward-looking statements. Such assumptions include, without
limitation, no economic recovery or new recession in U.S. and European
economies; the Company's estimates for concrete placement activity, housing
starts and mortgage rates; the Company's expectations as to timing of
receipt of sales orders and payments and execution and funding of defense
contracts; the Company's ability to achieve cost reductions; the
anticipated level of sales and margins associated with the Medium Tactical
Vehicle Replacement ("MTVR") contract and the Family of Heavy Tactical
Vehicles ("FHTV") contract and international defense truck sales; the
Company's planned spending on product development, bid and proposal
activities and pre-contract costs with respect to defense truck procurement
competitions and the outcome of such competitions; the Company's estimates
for capital expenditures of municipalities for fire and emergency and
refuse products, of airports for fire and rescue products and of commercial
waste haulers; the expected level of sales and operating income of the
Geesink Norba Group; the Company's ability to sustain market share gains by
its fire and emergency and refuse products businesses; anticipated levels
of sales of, and capital expenditures associated with, the Revolution(TM)
composite mixer drum; the Company's estimates for insurance, steel and
litigation costs; the impact of environmental regulations relating to
diesel engines on sales of the Company's commercial and fire and emergency
products; and the Company's estimates for debt levels, interest costs and
working capital needs. The Company cannot provide any assurance that the
assumptions referred to in the forward-looking statements or otherwise are
accurate or will prove to have been correct. Any assumptions that are
inaccurate or do not prove to be correct could have a material adverse
effect on the Company's ability to achieve the forward-looking statements.
Cyclical Markets. A further decline beyond current assumptions in
overall customer demand in the Company's cyclical commercial or fire and
emergency markets could have a material adverse effect on the Company's
operating performance. The ready-mix concrete market that the Company
serves is highly cyclical and impacted by the strength of the economy
generally, by prevailing mortgage and other interest rates, by the number
of housing starts and by other factors that may have an effect on the level
of concrete placement activity, either regionally or nationally. The U.S.
and European economies generally remain weak. In particular, the concrete
placement industry continues to experience a downturn, which is materially
and adversely affecting the net sales, profitability and cash flows of
suppliers to the concrete placement industry, including the Company. In
addition, customers of the Company such as municipalities and commercial
waste haulers have been reducing their expenditures for fire and emergency
and refuse equipment. The Company cannot provide any assurance that these
downturns will not continue or become more severe.
Government Contracts. The Company is dependent on U.S. and foreign
government contracts for a substantial portion of its business. That
business is subject to the following risks, among others, that could have a
material adverse effect on the Company's operating performance:
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o The Company's business is susceptible to changes in the U.S. and
the U.K. defense budgets, which may reduce revenues expected from
the Company's defense business.
o The U.S. government may not appropriate expected funding for the
Company's U.S. government contracts, which may prevent the
Company from realizing revenues under current contracts.
o Most of the Company's government contracts, including its
contract for the MTVR program, are fixed-price contracts, and the
Company's actual costs may exceed its projected costs, which
could result in lower profits or net losses under these
contracts.
o The Company is required to spend significant sums on product
development and testing, bid and proposal activities and
pre-contract engineering, tooling and design activities in
competitions to have the opportunity to be awarded these
contracts. The Company has made significant expenditures on these
activities relating to the U.S. Family of Medium Tactical
Vehicles Competitive Rebuy program and the U.K. wheeled tanker
and cargo support vehicle programs, which the Company expects to
have a negative impact on the Company's margins and earnings in
fiscal 2003.
o Competitions for the award of defense truck contracts are
intense, and the Company cannot provide any assurance that it
will be successful in the defense truck procurement competitions
in which it participates.
o Certain of the Company's government contracts could be suspended
or terminated or could expire in the future and not be replaced,
which could reduce expected revenues from these contracts.
o The Company's government contracts are subject to audit, which
could result in adjustments of the Company's costs and prices
under these contracts.
Completion and Financing of Acquisitions. A substantial portion of the
Company's growth in the past seven years has come through acquisitions, and
the Company's growth strategy is based in part upon acquisitions. The
Company may not be able to identify suitable acquisition candidates, obtain
financing for future acquisitions or complete future acquisitions, which
could adversely affect the Company's future growth. The Company may not be
able to integrate or operate profitably businesses the Company acquires in
the future. Any such future acquisitions could be dilutive to the Company's
earnings per share. The Company's level of indebtedness may increase in the
future if the Company finances acquisitions with debt, which would cause
the Company to incur additional interest expense and could increase the
Company's vulnerability to general adverse economic and industry conditions
and limit the Company's ability to obtain additional financing. If the
Company issues shares of its stock as currency in any future acquisitions,
then the Company's earnings per share may be diluted as a result of the
issuance of such stock.
International Business. For the fiscal year ended September 30, 2002,
approximately 12% of the Company's net sales were attributable to products
sold outside of the United States, and expanding international sales is a
part of the Company's growth strategy. International
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operations and sales are subject to various risks, including political,
religious and economic instability, local labor market conditions, the
imposition of foreign tariffs and other trade barriers, the impact of
foreign government regulations and the effects of income and withholding
taxes, governmental expropriation and differences in business practices.
The Company may incur increased costs and experience delays or disruptions
in product deliveries and payments in connection with international
manufacturing and sales that could cause loss of revenues and earnings.
Unfavorable changes in the political, regulatory and business climate could
have a material adverse effect on the Company's financial condition,
profitability and cash flows.
Foreign Currency Fluctuations. The results of operations and financial
condition of the Company's subsidiaries that conduct operations in foreign
countries will be reported in the relevant foreign currencies and then
translated into U.S. dollars at the applicable exchange rates for inclusion
in the Company's consolidated financial statements, which are stated in
U.S. dollars. The exchange rates between many of these currencies and the
U.S. dollar have fluctuated significantly in recent years and may fluctuate
significantly in the future. Such fluctuations, in particular those with
respect to the Euro and the U.K. Pound Sterling, may have a material effect
on the Company's financial condition, profitability and cash flows and may
significantly affect the comparability of the Company's results between
financial periods.
Interruptions in the Supply of Parts and Components. The Company may
in the future experience significant disruption or termination of the
supply of some of the Company's parts, materials, components and final
assemblies that the Company obtains from sole source suppliers or
subcontractors or incur a significant increase in the cost of these parts,
materials, components or final assemblies. Such disruptions, terminations
or cost increases could delay sales of the Company's trucks and truck
bodies and could result in a material adverse effect on the Company's
financial condition, profitability and cash flows.
Competition. The Company operates in highly competitive industries.
Several of the Company's competitors have greater financial, marketing,
manufacturing and distribution resources than the Company. The Company's
products may not continue to compete successfully with the products of
competitors, and the Company may not be able to retain or increase its
customer base or to improve or maintain its profit margins on sales to its
customers, all of which could adversely affect the Company's financial
condition, profitability and cash flows.
Additional information concerning factors that could cause actual results to
differ materially from those in the forward-looking statements is contained from
time to time in the Company's filings with the Securities and Exchange
Commission.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
OSHKOSH TRUCK CORPORATION
Date: January 23, 2003 By: /s/ Charles L. Szews
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Charles L. Szews
Executive Vice President and
Chief Financial Officer
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OSHKOSH TRUCK CORPORATION
Exhibit Index to Current Report on Form 8-K
Dated January 23, 2003
Exhibit
Number
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(99.1) Oshkosh Truck Corporation Press Release dated January 23, 2003.
(99.2) Script for Conference Call Held January 23, 2003.
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