Oshkosh Truck Corporation Adopts Shareholder Rights Plan
2 February 1999
Oshkosh Truck Corporation Adopts Shareholder Rights Plan
OSHKOSH, Wis.--Feb. 2, 1999--Oshkosh Truck Corporation announced that its Board of Directors adopted a Shareholder Rights Plan, which includes the declaration of a dividend of one Preferred Share Purchase Right on each outstanding share of the Company's Common Stock and 20/23 of one Preferred Share Purchase Right on each outstanding share of the Company's Class A Common Stock. The Company will issue the Rights to shareholders of record as of the close of business on February 8, 1999.Robert G. Bohn, President and Chief Executive Officer, stated, "Rights such as these are a basic and common mechanism that companies use to protect their shareholders against abusive takeover tactics, such as a party accumulating a company's shares to pressure the company or its shareholders, selective open-market purchases and offers for all of a company's shares at less than full value or at an inappropriate time. Our recent acquisitions and MTTR contract award have laid the groundwork for increasing shareholder value, and these events and our plans make us very optimistic about our future. The issuance of the Rights reflects our determination that our shareholders be given every opportunity to realize the full value of their investment in Oshkosh Truck Corporation."
"Over 1,900 other companies have issued similar rights. They include Wisconsin companies such as Harley-Davidson, Briggs & Stratton, Banta, Midwest Express and Johnson Controls and companies with similar businesses such as Paccar, Stewart & Stevenson and Federal Signal. The Rights will offer protection that is in addition to the protection the Company's ownership structure already provides."
"We believe abusive tactics could deprive shareholders of the ability to benefit from the long-term value of the Company and prevent them from being treated fairly in matters involving their stock. Those tactics could deprive shareholders of the ability to benefit from the long-term value of the Company and prevent them from being treated fairly in matters involving their stock. The Rights are intended to ensure that the Board of Directors has the ability to protect shareholders and the Company if outsiders take actions involving stock that are not in the best interests of the Company and all of its shareholders."
The Rights are not being distributed in response to any specific threat, and the Board is not aware of any such threat. The Rights will be exercisable only if a person or group acquires 15% or more of the Company's common shares or announces a tender offer consummation of which would result in ownership by a person or group of 15% or more of the common shares. Each full Right will initially entitle shareholders to buy a one one-hundredth share of a series of the Company's preferred stock at an initial exercise price of $145.00 per one one-hundredth share, subject to adjustment. If any person becomes a 15% or greater shareholder of the Company, then each Right (subject to certain limitations) will entitle its holder to purchase, at the Rights' then-current exercise price, a number of shares of Common Stock of the Company or common shares of the acquiror having a market value at the time of twice the Right's exercise price. The Board of Directors is also authorized to reduce the 15% thresholds referred to above to not less than 10%.
The Rights will expire on February 1, 2009, subject to extension. Distribution of the Rights is not taxable to shareholders. Details of the Rights distribution are contained in a letter that the Company will mail to all Company shareholders.
Oshkosh Truck Corporation is a leading manufacturer of specialty trucks and truck bodies for the fire and emergency, defense, and commercial markets. Products are marketed under the Oshkosh, Pierce and McNeilus brand names.