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): July 24, 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 furnished
herewith:
(99.1) Oshkosh Truck Corporation Press Release dated July
24, 2003.
(99.2) Script for conference call held July 24, 2003.
Item 9. Regulation FD Disclosure (Information Being Provided Under
Item 12).
On July 24, 2003, Oshkosh Truck Corporation (the "Company") issued a press
release (the "Press Release") announcing its earnings for the third quarter
ended June 30, 2003 and its outlook for fiscal 2003 and 2004. A copy of such
press release is filed as Exhibit 99.1 and is incorporated by reference herein.
On July 24, 2003, the Company held a conference call in connection with the
Company's announcement of its earnings for the third quarter ended June 30,
2003. 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 at least twelve months on the Company's web site at
www.oshkoshtruckcorporation.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 July
24, 2003. The Company has adopted a policy that if the Company makes a
determination that it expects the Company's earnings per share 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 disseminate that
fact. The Company's policy also provides that if the Company makes a
determination that it expects the Company's earnings per share for future
periods to be at or above the projections contained in the Press Release and the
Script, then the Company does not intend to publicly disseminate that fact.
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 negative
thereof or variations thereon or similar terminology. The Company cannot provide
any assurance that such
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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, a limited recovery in the U.S. economy and no economic recovery
in the European economy; the sale of 1,000 Revolution(TM) composite
concrete mixer drums in fiscal 2004 at favorable pricing and costs; 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
margins associated with the Medium Tactical Vehicle Replacement ("MTVR")
contract and a related MTVR wrecker variant contract; the anticipated level
of sales associated with defense parts, international defense truck
contracts and the Family of Heavy Tactical Vehicles ("FHTV") contract; the
Company's planned spending on product development and bid and proposal
activities with respect to defense truck procurement competitions and the
outcome of such competitions; the expected level of commercial "package"
body and chassis sales compared to "body-only" sales; 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 large
commercial waste haulers; the Company's ability to sustain market share
gains by its fire and emergency and refuse products businesses; the
Company's estimates for costs relating to insurance, steel, litigation and
the Sarbanes-Oxley Act and related matters; anticipated levels of capital
expenditures, especially with respect to the rollout of the Revolution(TM)
composite concrete mixer drum; and the Company's estimates for debt levels,
interest rates 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 results
that the forward-looking statements contemplate.
Cyclical Markets. A decline 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 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:
o The Company's business is susceptible to changes in the U.S. and
the U.K. defense budgets, which may reduce revenues that the
Company expects from its defense business.
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o The U.S. government may not appropriate funding that the Company
expects for its 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.
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's credit
facility also contains restrictive covenants that may limit the Company's
ability to take advantage of business opportunities, including
acquisitions. 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 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.
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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. In addition, the Company has certain firm orders in backlog
that are denominated in U.K. Pound Sterling and certain agreements with
subcontractors denominated in U.K. Pounds Sterling and Euros, which will
subject the Company to foreign currency transaction risk to the extent they
are not hedged. 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
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: July 24, 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 July 24, 2003
Exhibit
Number
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(99.1) Oshkosh Truck Corporation Press Release dated July 24, 2003.
(99.2) Script for conference call held July 24, 2003.
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