AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 13, 1998
REGISTRATION NO. 333-

SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549

FORM S-4
 REGISTRATION STATEMENT
UNDER
 THE SECURITIES ACT OF 1933
OSHKOSH TRUCK CORPORATION*
 (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WISCONSIN
 (STATE OR OTHER JURISDICTION
OF INCORPORATION)
3711
(PRIMARY STANDARD INDUSTRIAL
CLASSIFICATION CODE NUMBER)
39-0520270
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
P.O. BOX 2566
OSHKOSH, WISCONSIN 54903-2566
 (920) 235-9151
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

CHARLES L. SZEWS
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
OSHKOSH TRUCK CORPORATION
P.O. BOX 2566
OSHKOSH, WISCONSIN 54903-2566
 (920) 235-9151
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

COPIES TO:
BENJAMIN F. GARMER, III, ESQ.
FOLEY & LARDNER
777 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
 (414) 271-2400

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Upon
consummation of the Exchange Offer referred to herein. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
CALCULATION OF REGISTRATION FEE

=================================================================================================================================
                                                                PROPOSED MAXIMUM       PROPOSED MAXIMUM
       TITLE OF EACH CLASS OF              AMOUNT TO BE          OFFERING PRICE       AGGREGATE OFFERING         AMOUNT OF
     SECURITIES TO BE REGISTERED            REGISTERED            PER NOTE(1)               PRICE             REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
New 8 3/4% Senior Subordinated Notes
  due 2008(2)........................      $100,000,000               100%               $100,000,000             $29,500
---------------------------------------------------------------------------------------------------------------------------------
Guarantees for the New 8 3/4 Senior
  Subordinated Notes due 2008(3).....           $0                     0%                     $0                     $0
=================================================================================================================================	

(1) Estimated solely for purposes of determining the registration fee.
(2) Calculated pursuant to Rule 457(f) under the Securities Act of 1933.
(3) Pursuant to Rule 457(n) under the Securities Act of 1933, no registration fee is required with respect to the guarantees.

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

*TABLE OF ADDITIONAL REGISTRANTS

                                                                            PRIMARY
                                                       STATE OR OTHER       STANDARD
                                                       JURISDICTION OF      INDUSTRY      I.R.S. EMPLOYER
                  NAME, ADDRESS AND                     INCORPORATION    CLASSIFICATION   IDENTIFICATION
                TELEPHONE NUMBER (1)                   OR ORGANIZATION       NUMBER           NUMBER
                --------------------                   ---------------   --------------   ---------------
Pierce Manufacturing Inc.............................     Wisconsin           3711          39-0139830
Summit Performance Systems, Inc......................     Wisconsin           3711          39-1799489
McNeilus Companies, Inc..............................     Minnesota           3711          41-1656668
McNeilus Truck & Manufacturing, Inc..................     Minnesota           3711          41-0967369
Iowa Contract Fabricators, Inc.......................      Iowa               3711          42-1418425
McIntire Fabricators, Inc............................      Iowa               3711          42-1418424
Kensett Fabricators, Inc.............................      Iowa               3711          42-1451986
McNeilus Financial, Inc..............................     Texas               3711          41-1314126	

(1) The address of these additional registrants is P.O. Box 2566, Oshkosh, Wisconsin 54903-2566. Their telephone number is (920) 235-9151.

SUBJECT TO COMPLETION, DATED MARCH 13, 1998
PROSPECTUS
OFFER TO EXCHANGE
ALL OUTSTANDING
8 3/4% SENIOR SUBORDINATED NOTES DUE 2008
 ($100,000,000 PRINCIPAL AMOUNT OUTSTANDING)
FOR
NEW 8 3/4% SENIOR SUBORDINATED NOTES DUE 2008
 ($100,000,000 PRINCIPAL AMOUNT)
OF
OSHKOSH TRUCK CORPORATION
THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK TIME, ON
, 1998, UNLESS EXTENDED
Oshkosh Truck Corporation, a Wisconsin corporation (the "Company"), hereby offers (the "Exchange Offer"), upon the terms and subject to the conditions set forth in this Prospectus and the accompanying Letter of Transmittal (the "Letter of Transmittal"), to exchange up to an aggregate principal amount of $100,000,000 of its new 8 3/4% Senior Subordinated Notes due 2008 (the "New Senior Subordinated Notes" or "New Notes") for an equal principal amount of its outstanding 8 3/4% Senior Subordinated Notes due 2008 (the "Senior Subordinated Notes" or the "Notes"), in integral multiples of $1,000. The New Notes will be fully and unconditionally guaranteed (the "New Note Guarantees") on a senior subordinated basis by, and will be joint and several obligations of, Pierce Manufacturing Inc., a Wisconsin corporation and a subsidiary of the Company, Summit Performance Systems, Inc., a Wisconsin corporation and a subsidiary of the Company, McNeilus Companies, Inc., a Minnesota corporation and a subsidiary of the Company, McNeilus Truck & Manufacturing, Inc., a Minnesota corporation and a subsidiary of the Company, Iowa Contract Fabricators, Inc., an Iowa corporation and a subsidiary of the Company, McIntire Fabricators, Inc., an Iowa corporation and a subsidiary of the Company, Kensett Fabricators, Inc., an Iowa corporation and a subsidiary of the Company, and McNeilus Financial, Inc., a Texas corporation and a subsidiary of the Company (collectively, the "Subsidiary Guarantors"). The New Notes will be senior subordinated unsecured obligations of the Company and are substantially identical (including principal amount, interest rate, maturity and redemption rights) to the Notes for which they may be exchanged pursuant to this offer, except that (i) the offering and sale of the New Notes will have been registered under the Securities Act of 1933, as amended (the "Securities Act"), and (ii) holders of New Notes will not be entitled to certain rights of holders under a Registration Rights Agreement of the Company and the Subsidiary Guarantors dated as of February 26, 1998 (the "Registration Rights Agreement"). The Senior Subordinated Notes have been, and the New Senior Subordinated Notes will be, issued under an Indenture dated as of February 26, 1998 (the "Senior Subordinated Note Indenture" or the "Indenture"), among the Company, the Subsidiary Guarantors and Firstar Trust Company, as trustee (the "Trustee"). See "Description of the New Notes." There will be no proceeds to the Company from this offering; however, pursuant to the Registration Rights Agreement, the Company will bear certain offering expenses.

SEE "RISK FACTORS," COMMENCING ON PAGE 16, FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY HOLDERS WHO TENDER NOTES IN THE EXCHANGE OFFER.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

THE DATE OF THIS PROSPECTUS IS , 1998.

The Company will accept for exchange any and all validly tendered Notes on or prior to 12:00 midnight New York City time, on , 1998, unless the Exchange Offer is extended (the "Expiration Date"). Tenders of Notes may be withdrawn at any time prior to 12:00 midnight, New York City time, on the Expiration Date; otherwise such tenders are irrevocable. Firstar Trust Company will act as Exchange Agent with respect to the Senior Subordinated Notes (in such capacity, the "Exchange Agent") in connection with the Exchange Offer. The Exchange Offer is not conditioned upon any minimum principal amount of Notes being tendered for exchange, but is otherwise subject to certain customary conditions.
The Notes were sold by the Company on February 26, 1998 in a transaction not registered under the Securities Act in reliance upon the exemption provided in Section 4(2) of the Securities Act. The Notes were subsequently resold to qualified institutional buyers in reliance upon Rule 144A under the Securities Act or to persons outside the United States in reliance on Regulation S under the Securities Act. Based on information provided by the Initial Purchaser (as defined), the Company believes no Notes were resold to institutional accredited investors in a manner exempt from registration under the Securities Act. Accordingly, the Notes may not be reoffered, resold or otherwise transferred in the United States unless registered under the Securities Act or unless an applicable exemption from the registration requirements of the Securities Act is available. The New Notes are being offered hereunder in order to satisfy certain obligations of the Company under the Registration Rights Agreement. See "The Exchange Offer."
The New Senior Subordinated Notes will bear interest from February 26, 1998, the date of issuance of the Senior Subordinated Notes that are tendered in exchange for the New Senior Subordinated Notes (or the most recent date to which interest on such Notes has been paid) at a rate equal to 8 3/4% per annum. Interest on the New Notes will be payable semiannually on March 1 and September 1 of each year (each an "Interest Payment Date"), commencing September 1, 1998. The New Notes will mature on March 1, 2008, unless previously redeemed. The Company will not be required to make any mandatory redemption or sinking fund payment on the New Notes prior to maturity. The New Notes are redeemable at the option of the Company, in whole or in part, at any time on or after March 1, 2003, at the redemption prices set forth herein, plus accrued and unpaid interest, and Liquidated Damages (as defined), if any, to the date of redemption. Prior to March 1, 2001, up to 35% of the initially outstanding aggregate principal amount of New Senior Subordinated Notes may be redeemable at the option of the Company, on one or more occasions, from the net proceeds of public offerings of common stock of the Company, at a price of 108.75% of the principal amount of the New Senior Subordinated Notes, together with accrued and unpaid interest, and Liquidated Damages, if any, to the date of redemption; provided that New Senior Subordinated Notes of an aggregate principle amount of at least 65% of the initially outstanding aggregate principal amount of Senior Subordinated Notes remains outstanding immediately after such redemption. See "Description of the New Notes -- Optional Redemption."
Upon the occurrence of a Change of Control (as defined), each Holder (as defined) of New Notes may require the Company to repurchase all or a portion of such Holder's New Notes at 101% of the aggregate principal amount of the New Senior Subordinated Notes, together with accrued and unpaid interest, and Liquidated Damages, if any, to the date of repurchase. See "Description of the New Notes -- Repurchase at the Option of Holders -- Change of Control."
The New Notes will be general, unsecured obligations of the Company, subordinated in right of payment to all present and future Senior Debt (as defined) of the Company, including the Company's obligations under the Senior Credit Facility (as defined). The New Notes will rank senior or pari passu in right of payment to any future senior subordinated indebtedness of the Company and any other subordinated indebtedness of the Company. The New Notes will be unconditionally guaranteed, on a senior subordinated basis, by all of the Company's domestic Restricted Subsidiaries (as defined) other than McNeilus Financial Services, Inc. ("MFSI"). Each Subsidiary Guarantee (as defined) will be a general unsecured obligation of each Subsidiary Guarantor, subordinated in right of payment to all present and future senior indebtedness of such Subsidiary Guarantor ("Subsidiary Guarantor Senior Debt"). As of December 31, 1997, on a pro forma basis, after giving effect to the Transactions (as defined), the Company would have had approximately $263.4 million of Senior Debt outstanding and the Subsidiary Guarantors would have had approximately $2.9 million of Subsidiary Guarantor Senior Debt outstanding (excluding guarantees of the Senior Credit Facility). See
(cover page continued)
i

"Capitalization," "Description of Indebtedness -- Senior Credit Facility" and "Description of the New Notes."
Based on interpretations by the staff of the Securities and Exchange Commission (the "Commission") set forth in no-action letters issued to third parties, the Company believes that New Notes issued pursuant to the Exchange Offer in exchange for Notes may be offered for resale, resold and otherwise transferred by any holder thereof (other than any such holder which is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such New Notes are acquired in the ordinary course of such holder's business and that such holder does not intend to participate in a distribution of such New Notes.
Each broker-dealer that receives New Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with the initial resale of such New Notes. The Letter of Transmittal delivered with this Prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Notes where such Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company will make this Prospectus available to any broker-dealer for use in connection with any such resale in accordance with the terms of the Registration Rights Agreement.
Any Holder who tenders in the Exchange Offer with the intention to participate, or for purpose of participating, in a distribution of the New Notes cannot rely on the position of the staff of the Commission enunciated in Exxon Capital Holdings Corporation (available April 13, 1989), or Morgan Stanley & Co., Inc. (available June 5, 1991) or similar no-action letters and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of the New Notes. Failure to comply with such requirements in such instance may result in such Holder incurring liability under the Securities Act for which the Holder is not indemnified by the Company.
The Company does not intend to list the New Notes on any securities exchange, or to seek admission thereof to trading in the National Association of Securities Dealers Automated Quotation System. BancAmerica Robertson Stephens (the "Initial Purchaser") has advised the Company that it intends to make a market in the New Notes; however, it is not obligated to do so and any market-making may be discontinued at any time. As a result, the Company cannot determine whether an active public market will develop for the New Notes.
ANY NOTES NOT TENDERED AND ACCEPTED IN THE EXCHANGE OFFER WILL REMAIN OUTSTANDING. TO THE EXTENT ANY NOTES ARE TENDERED AND ACCEPTED IN THE EXCHANGE OFFER, A HOLDER'S ABILITY TO SELL UNTENDERED NOTES COULD BE ADVERSELY AFFECTED.
FOLLOWING CONSUMMATION OF THE EXCHANGE OFFER, THE HOLDERS OF NOTES WILL CONTINUE TO BE SUBJECT TO THE EXISTING RESTRICTIONS UPON TRANSFER THEREOF AND THE COMPANY WILL HAVE FULFILLED ONE OF ITS OBLIGATIONS UNDER THE REGISTRATION RIGHTS AGREEMENT. HOLDERS OF NOTES WHO DO NOT TENDER THEIR NOTES GENERALLY WILL NOT HAVE ANY FURTHER REGISTRATION RIGHTS UNDER THE REGISTRATION RIGHTS AGREEMENT OR OTHERWISE. SEE "THE EXCHANGE OFFER -- CONSEQUENCES OF FAILURE TO EXCHANGE."
The New Notes issued pursuant to this Exchange Offer generally will be issued in the form of Global New Notes (as defined), which will be deposited with, or on behalf of, The Depository Trust Company (the "Depository" or "DTC") and registered in its name or in the name of Cede & Co., its nominee. Beneficial interests in the Global New Notes representing the New Notes will be shown on, and transfers thereof will be effected through, records maintained by the Depository and its participants. Notwithstanding the foregoing, Notes held in certificated form will be issued in exchange for the Global New Notes only on the terms set forth in the Indenture. See "Description of the New Notes -- Book-Entry, Delivery and Form."
(cover page continued)
ii

THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON REQUEST FROM OSHKOSH TRUCK CORPORATION, P.O. BOX 2566, OSHKOSH, WISCONSIN 54903-2566, (920) 235-9151. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY , 1998.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
THIS PROSPECTUS INCLUDES "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"). ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT INCLUDED IN THIS PROSPECTUS, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING THE COMPANY'S FUTURE FINANCIAL POSITION, BUSINESS STRATEGY, BUDGETS, PROJECTED COSTS 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," "PLANS" OR "CONTINUE" OR THE NEGATIVE THEREOF OR VARIATIONS THEREON OR SIMILAR TERMINOLOGY. WITHOUT LIMITING THE FOREGOING, FORWARD-LOOKING STATEMENTS ARE SET FORTH HEREIN UNDER THE CAPTIONS "PROSPECTUS SUMMARY," "MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS" AND "BUSINESS." ALTHOUGH THE COMPANY BELIEVES THAT THE EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE REASONABLE, IT CAN GIVE NO 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 ("CAUTIONARY STATEMENTS") ARE DISCLOSED UNDER "RISK FACTORS" AND ELSEWHERE IN THIS PROSPECTUS, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING: (I) THE CONSEQUENCES OF FINANCIAL LEVERAGE; (II) THE CYCLICAL NATURE OF THE CONSTRUCTION INDUSTRY; (III) THE RISKS RELATED TO REDUCTIONS OR CHANGES IN GOVERNMENT EXPENDITURES; (IV) THE UNCERTAINTY INHERENT IN GOVERNMENT CONTRACTS;
(V) THE CHALLENGES OF INTEGRATION OF ACQUIRED BUSINESSES; (VI) COMPETITION;
(VII) DISRUPTIONS IN THE SUPPLY OF PARTS OR COMPONENTS FROM SOLE SOURCE SUPPLIERS AND SUBCONTRACTORS; (VIII) PRODUCT LIABILITY AND WARRANTY CLAIMS; AND
(IX) LABOR RELATIONS AND MARKET CONDITIONS. ALL SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO THE COMPANY, OR PERSONS ACTING ON ITS BEHALF, ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS.
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PROSPECTUS SUMMARY
The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and consolidated financial statements and pro forma financial statements (including the notes thereto) appearing elsewhere in this Prospectus. Unless otherwise indicated, all references in this Prospectus to the Company's business and pro forma data give effect to the Transactions (as defined). See "-- The Transactions." As used herein, the "Company" refers to Oshkosh Truck Corporation, including Pierce Manufacturing Inc. ("Pierce") and its other wholly-owned subsidiaries and, after the Acquisition (as defined), McNeilus Companies, Inc. ("McNeilus"), and "Oshkosh" refers to Oshkosh Truck Corporation and its wholly-owned subsidiaries prior to the Acquisition.
THE COMPANY
OVERVIEW
The Company is a leading designer, manufacturer and marketer of a broad range of fire apparatus and specialty commercial and military trucks under the "Oshkosh," "Pierce," "McNeilus" and "MTM" trademarks. The Company's custom and commercial fire apparatus include pumpers, aerial and ladder trucks, tankers, heavy-duty rescue vehicles, wildland rough terrain response vehicles and aircraft rescue and firefighting ("ARFF") vehicles. The Company's commercial truck lines include refuse truck bodies, rear- and forward-discharge concrete mixers and snow removal vehicles. As the leading manufacturer of severe-duty heavy tactical trucks for the United States Department of Defense (the "DoD"), the Company manufactures vehicles that perform a variety of demanding tasks, such as hauling tanks, missile systems, ammunition, fuel and cargo for combat units. For the twelve months ended December 31, 1997, on a pro forma basis, the Company generated net sales of $1,011.3 million and EBITDA (as defined) of $79.4 million.
The Company is focused on four principal markets:
Fire Apparatus. The Company, through Pierce, is among the leading domestic manufacturers of custom and commercial fire apparatus. The Company primarily serves domestic governmental markets, but also sells fire apparatus to airports, universities and large industrial companies. In addition, the Company sells fire apparatus in international markets. Pierce's history of research and development in consultation with firefighters has resulted in a broad product line that features a wide range of innovative, high-quality custom and commercial firefighting equipment with advanced fire suppression capabilities. The Company's engineering expertise also allows it to design its vehicles to meet stringent government regulations for safety and effectiveness.
Refuse Truck Bodies. Management believes the Company, through McNeilus, is a leading domestic manufacturer of refuse truck bodies for the waste services industry. The Company manufactures a wide range of automated rear, front, side and top loading refuse truck bodies, which the Company mounts on commercial chassis. The Company sells its refuse vehicles primarily to commercial waste management companies. Management believes the Company's refuse vehicles have a reputation for efficient, cost-effective, dependable operation that supports the Company's continued expansion into municipal and international markets.
Concrete Mixers and Snow Removal Vehicles. Management believes the Company is a leading domestic manufacturer of rear- and forward-discharge concrete mixers. The Company sells rear- and forward-discharge concrete mixers and portable concrete mixer plants to construction companies throughout the United States and internationally. Management believes the Company is one of the only domestic concrete mixer manufacturers that markets both rear- and forward-discharge concrete mixers.
The Company is also among the leading domestic manufacturers of snow removal vehicles for airports. The Company's specially designed airport snow removal vehicles can cast up to 4,000 tons of snow per hour and are used by some of the largest airports in the United States, such as Denver International Airport, LaGuardia International Airport, Minneapolis-St. Paul International Airport and O'Hare International Airport. Management believes the reliability of the Company's high performance snow removal vehicles contribute to its strong market position.
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Defense Trucks. The Company has sold products to the DoD for over 70 years and is the leading manufacturer of a broad line of severe-duty heavy tactical trucks for the DoD. The Company's proprietary military all-wheel drive product line includes: (i) the Palletized Load System ("PLS"), a highly mobile self- contained truck and trailer system that loads and unloads a wide range of cargo in a short period of time; (ii) the Heavy Expanded Mobility Tactical Truck ("HEMTT"), a cross-country cargo and supply carrier that, among other tasks, is used for direct rearming of the Multiple Launch Rocket System, transport of Patriot erector/launchers, resupply of field artillery ammunition and refueling of tanks, trucks and helicopters in forward areas; (iii) the Heavy Equipment Transporter ("HET"), the primary hauler of the M1A1 main battle tank and also a hauler of other tanks, fighting and recovery vehicles, self-propelled howitzers and construction equipment; and (iv) the Logistic Vehicle System ("LVS"), a highly mobile cargo carrier with a maximum payload capacity of 20 tons. The Company also exports its severe-duty heavy tactical trucks to approved foreign customers.
COMPETITIVE STRENGTHS
The following competitive strengths support the Company's business strategy:
Strong Market Positions. The Company has developed strong market positions in each of its core businesses, which management attributes to the Company's reputation for innovation, vehicle performance, reliability and customer service. The Company has the leading share of the severe-duty heavy tactical truck segment of the domestic defense truck market, and also believes it has a leading share in: (i) custom and commercial fire apparatus, including pumpers, aerial and ladder trucks, tankers, heavy duty rescue, wildland rough terrain response vehicles and ARFF vehicles for the domestic fire apparatus market; (ii) the domestic refuse truck body market; (iii) the domestic rear- and forward-discharge concrete mixer markets; and (iv) the domestic airport snow removal vehicle market. The Company intends to continue to strengthen its market share by capitalizing on its strong reputation, introducing innovative products and services and leveraging its extensive distribution capabilities.
Extensive Distribution Capabilities. With the addition of the commercial and municipal distribution capabilities of Pierce and McNeilus, the Company has established an extensive domestic and international distribution system for specialty trucks and truck bodies covering over 70 countries. In addition to its network of dealers and distributors, the Company employs over 100 in-house sales and service representatives. Management believes the Company's broad distribution system has enabled the Company to: (i) maximize sales of new products and technologies; (ii) become a benchmark for government customers establishing their bid specifications; (iii) provide customer service on a national and international scale; and (iv) reduce distribution expenses through significant economies of scale.
Flexible and Efficient Manufacturing. The Company believes it has competitive advantages over larger truck manufacturers in its specialty truck markets due to its manufacturing flexibility and custom fabrication capabilities. For example, the Company has successfully configured its defense truck and fire apparatus manufacturing plants for the simultaneous manufacture of many different types and models of vehicles on the same assembly line at the same time. In addition, the Company believes it has a competitive advantage over smaller competitors due to its: (i) manufacturing in relatively higher volumes;
(ii) purchasing power across its product lines; and (iii) investing in fixturing and robotics to improve efficiency and reduce costs.
Quality Products and Customer Service. Oshkosh, Pierce and McNeilus have each developed strong brand recognition based on their commitments to meet the stringent product quality and reliability requirements of their customers and the specialty truck markets they serve. The Company's commitment to product quality is exemplified by the ISO 9001 certification of Oshkosh. Pierce is targeting achievement of ISO 9001 certification in 1998. The Company also achieves high quality customer service through its extensive service and parts support program, which is available to domestic customers 365 days a year in all product lines throughout the Company's distribution systems.
Proprietary Components. The Company's advanced design and engineering capabilities have contributed to the development of proprietary, severe-duty components which enhance truck performance, reduce manufacturing costs and strengthen customer relationships. These proprietary components include front drive
4

and steer axles, transfer cases, cabs, the ALL-STEER electronic all-wheel steering system, central tire inflation, independent suspension, the Sky-Arm articulating aerial ladder and the McNeilus Auto Reach Arm. Management believes these proprietary components provide the Company a competitive advantage by increasing its vehicles' durability, operating efficiency and effectiveness. The integration of many of these components across various product lines also reduces the Company's costs to manufacture its products compared to manufacturers who simply assemble purchased components.
BUSINESS STRATEGY
The Company is focused on increasing its net sales, profitability and cash flow by capitalizing on its competitive strengths. Key elements of the Company's business strategy include:
Focusing on Specialized Truck Markets. The Company plans to continue its focus on those specialized truck and truck body markets where it has strong market positions and where the Company can leverage synergies in purchasing, manufacturing, technology and distribution. The Company's objective is to achieve and maintain market leadership through internal growth and strategic acquisitions. Management believes the higher sales volumes associated with market leadership would allow the Company to continue to enhance productivity in manufacturing operations, fund innovative product development and invest in further expansion.
Expanding Distribution and International Sales. The Company plans to add new distribution capabilities for the municipal segment of the refuse truck body market and in targeted geographic areas in the domestic fire apparatus market. The Company intends to increase international sales beyond the $58.9 million pro forma volume achieved in the twelve months ended December 31, 1997 by introducing McNeilus refuse truck bodies, rear-discharge concrete mixers and ready-mix batch plants to international markets and by continuing the expansion of Pierce's international customer base through the Company's expanding international distribution capabilities.
Reducing Costs While Maintaining Quality. The Company actively benchmarks its competitors' costs and best industry practices, and continuously seeks to implement process improvements to increase cash flow and improve profitability. With each of its acquisitions, the Company has established cost reduction targets. At Pierce, the Company exceeded its first-year cost reduction target of $3.4 million in fiscal 1997 as a result of consolidating facilities, reengineering the manufacturing process and leveraging increased purchasing power. The Company is planning for additional cost savings at Pierce in fiscal 1998. The Company intends to improve efficiencies after the acquisition of McNeilus by taking advantage of the Company's greater purchasing power and by developing additional manufacturing synergies across product lines.
Introducing New Products. The Company has increased its emphasis on new product development in recent years, and seeks to expand sales by introducing new or improved products in its core markets, either through internal development or strategic acquisition. For example, in December 1997, the Company purchased the aerial fire apparatus product line of Nova Quintech, a division of Nova Bus Corporation. This acquisition broadened Pierce's aerial product line and is expected to provide Pierce with three new products in the first half of calendar 1998.
Diversifying DoD Contracts. The Company is seeking to diversify its business with the DoD beyond its traditional contracts relating to the manufacture of severe-duty heavy tactical trucks. Management believes the Company has a reputation within the DoD for advanced engineering, quality manufacturing and vehicle performance that will assist the Company in obtaining contracts to provide other types of vehicles to the DoD. For example, the Company was one of two manufacturers selected to participate in a DoD program to produce upgraded medium-duty prototype vehicles for the Medium Tactical Truck Remanufacture ("MTTR") program. The Company expects the testing and validation phase for the MTTR program to conclude in the first half of 1998 and the initial production contract to be awarded to the Company or the competing bidder in the fourth quarter of 1998. The Company is also one of two manufacturers competing for the DoD's Family of Medium Tactical Vehicles ("FMTV") contract. The Company and the other participating manufacturer are currently preparing prototype FMTV trucks for testing by the DoD.
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Increasing Aftermarket Sales and Service. The Company is focused on increasing its aftermarket sales and service revenues. In the fire apparatus and commercial truck markets, the Company has expanded and plans to continue to expand its refurbishment facilities and parts distribution capabilities. In the defense truck market, the Company plans to continue to pursue parts and maintenance contracts for upgrading and reconditioning trucks at both domestic and international U.S. military bases.
Pursuing Strategic Acquisitions. Following the integration of McNeilus, the Company intends to selectively pursue additional strategic acquisitions, both domestically and internationally, in order to enhance its product line and expand its international presence in specialized truck markets. The Company intends to focus its acquisition strategy in specialty truck and truck body markets where it can enhance its strong market positions and achieve significant acquisition synergies.
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THE TRANSACTIONS
THE ACQUISITION
On December 8, 1997, Oshkosh entered into a definitive agreement (the "Stock Purchase Agreement") pursuant to which, on February 26, 1998, it acquired all of the outstanding capital stock of McNeilus and entered into related non-compete and ancillary agreements for an aggregate acquisition price of $250.0 million (the "Acquisition"). At November 30, 1997, McNeilus had unrestricted cash of $17.7 million ($20.2 million less an estimated $2.5 million required for capital and surplus at McNeilus' captive insurance subsidiary). The Stock Purchase Agreement required, among other things, that the selling stockholders of McNeilus prepay certain notes and purchase selected assets of McNeilus, which provided net proceeds to Oshkosh of approximately $16.1 million. As a result, management estimates that the effective cost to the Company in connection with the Acquisition was approximately $216.2 million. Concurrently with the consummation of the Acquisition, the Company consummated the Note Offering (as defined), established the Senior Credit Facility, applied the net proceeds from the Note Offering and the Senior Credit Facility to consummate the Acquisition, refinanced existing Oshkosh indebtedness, paid fees and expenses and established the Lease Financing Facility (as defined) (collectively, the "Transactions").
THE SENIOR CREDIT FACILITY
The Senior Credit Facility is comprised of a multi-tranche Term Loan Facility (as defined) aggregating $225.0 million and a $100.0 million Revolving Credit Facility (as defined). The Senior Credit Facility is guaranteed by all of the Company's domestic Restricted Subsidiaries (other than MFSI). See "Description of Indebtedness -- Senior Credit Facility."
THE LEASE FINANCING FACILITY
Oshkosh/McNeilus Financial Services, Inc. (the "Leasing Partner"), a subsidiary of MFSI, entered into a general partnership (the "Leasing Partnership"), effective February 26, 1998, which offers lease financing to customers of the Company and administers existing leases contributed to the Leasing Partnership (the "Lease Financing Facility"). Indebtedness under the Lease Financing Facility is secured by the underlying leases and assets of, and is recourse to, the Leasing Partnership; such indebtedness is off-balance sheet and non-recourse to the Company. See "Description of Indebtedness -- Lease Financing Facility."
SOURCES AND USES OF FUNDS

              SOURCES
Senior Credit Facility:
  Revolving Credit Facility(1)......  $ 13.0
  Term Loan Facility................   225.0
Notes offered hereby................   100.0
                                      ------
     Total Sources..................  $338.0
                                      ======	

                USES
McNeilus Acquisition, net...........  $216.2
Refinance Oshkosh debt..............   102.8
Estimated fees and expenses.........    15.4
Taxes related to lease
  financing(2)......................     3.6
                                      ------
     Total Uses.....................  $338.0
                                      ======	

(1) The Revolving Credit Facility provides maximum borrowing availability (including letters of credit) of $100.0 million, subject to certain borrowing conditions. See "Capitalization" and "Description of Indebtedness -- Senior Credit Facility."
(2) The Company incurred taxes payable as a result of the transfer of MFSI's current lease portfolio to the Leasing Partnership. The Company is a Wisconsin corporation with its executive offices located at 2307 Oregon Street, Oshkosh, Wisconsin 54903-2566, and its telephone number is (920) 235-9151.

7

THE NOTE OFFERING

THE NOTES.....................   The Notes were sold by the Company on February
                                 26, 1998 and were subsequently resold either to
                                 qualified institutional buyers pursuant to Rule
                                 144A under the Securities Act or to persons in
                                 transactions outside the United States in
                                 reliance on Regulation S under the Securities
                                 Act; based on information supplied by the
                                 Initial Purchaser, the Company believes no
                                 sales were made to institutional investors that
                                 are accredited investors in a manner exempt
                                 from registration under the Securities Act (the
                                 "Note Offering").

Registration Rights
Agreement.....................   In connection with the Note Offering, the
                                 Company entered into the Registration Rights
                                 Agreement, which grants Holders of the Notes
                                 certain exchange and registration rights, which
                                 generally terminate upon the consummation of
                                 the Exchange Offer.

                               THE EXCHANGE OFFER

Securities Offered............   $100,000,000 in aggregate principal amount of
                                 the Company's new 8 3/4% Senior Subordinated
                                 Notes due 2008.

The Exchange Offer............   $1,000 principal amount of New Notes in
                                 exchange for each $1,000 principal amount of
                                 the Notes. As of the date hereof, $100,000,000
                                 aggregate principal amount of Senior
                                 Subordinated Notes are outstanding. The Company
                                 will issue the New Notes to Holders on or
                                 promptly after the Expiration Date.

Expiration Date...............   12:00 midnight, New York City time on
                                                , 1998, unless the Exchange
                                 Offer is extended, in which case the term
                                 "Expiration Date" means the latest date and
                                 time to which the Exchange Offer is extended.

Interest on the New Notes
and the Notes.................   The New Notes will bear interest from February
                                 26, 1998, the date of issuance of the Notes
                                 that are tendered in exchange for the New Notes
                                 (or the most recent date to which interest on
                                 such Notes has been paid). Accordingly, Holders
                                 of Notes that are accepted for exchange will
                                 not receive interest on the Notes that is
                                 accrued but unpaid at the time of tender, but
                                 such interest will be payable on the first
                                 March 1 or September 1, as the case may be,
                                 after the Expiration Date.

Conditions to the Exchange
Offer.........................   The Exchange Offer is subject to certain
                                 customary conditions, which may be waived by
                                 the Company. See "The Exchange Offer --
                                 Conditions."

Procedures for Tendering
Notes.........................   Each Holder of Notes wishing to accept the
                                 Exchange Offer must complete, sign and date the
                                 relevant accompanying Letter of Transmittal, or
                                 a facsimile thereof, in accordance with the
                                 instructions contained herein and therein, and
                                 mail or otherwise deliver such Letter of
                                 Transmittal, or such facsimile, together with
                                 the Notes and any other required documentation
                                 to the relevant Exchange Agent at the address
                                 set forth in the Letter of Transmittal. The
                                 Letter of Transmittal should be used to tender
                                 Notes. By executing the Letter of Transmittal,
                                 each Holder will represent to

                                        8	

                                 the Company that, among other things, the
                                 Holder or the person receiving such new Notes,
                                 whether or not such person is the Holder, is
                                 acquiring the New Notes in the ordinary course
                                 of business and that neither the Holder nor any
                                 such other person has any arrangement or
                                 understanding with any person to participate in
                                 a distribution of such New Notes. In lieu of
                                 physical delivery of the certificates
                                 representing Notes, tendering Holders may
                                 transfer Notes pursuant to the procedure for
                                 book-entry transfer as set forth under "The
                                 Exchange Offer -- Procedures for Tendering."

Special Procedures for
Beneficial Owners.............   Any beneficial owner whose Notes are registered
                                 in the name of a broker, dealer, commercial
                                 bank, trust company or other nominee and who
                                 wishes to tender should contact such registered
                                 Holder promptly and instruct such registered
                                 Holder to tender on such beneficial owner's
                                 behalf. If such beneficial owner wishes to
                                 tender on such beneficial owner's own behalf,
                                 such beneficial owner must, prior to completing
                                 and executing the Letter of Transmittal and
                                 delivering its Notes, either make appropriate
                                 arrangements to register ownership of the Notes
                                 in such beneficial owner's name or obtain a
                                 properly completed bond power from the
                                 registered Holder. The transfer of registered
                                 ownership may take considerable time.

Guaranteed Delivery
Procedures....................   Holders of Notes who wish to tender their Notes
                                 and whose Notes are not immediately available
                                 or who cannot deliver their Notes, the Letter
                                 of Transmittal or any other documents required
                                 by the Letter of Transmittal to the Exchange
                                 Agent (or comply with the procedures for
                                 book-entry transfer) prior to the Expiration
                                 Date must tender their Notes according to the
                                 guaranteed delivery procedures set forth in
                                 "The Exchange Offer -- Guaranteed Delivery
                                 Procedures."

Withdrawal Rights.............   Tenders may be withdrawn at any time prior to
                                 12:00 midnight, New York City time, on the
                                 Expiration Date pursuant to the procedures
                                 described under "The Exchange Offer -- Terms of
                                 the Exchange Offer."

Acceptance of Notes and
Delivery of New Notes.........   The Company will accept for exchange any and
                                 all Notes that are properly tendered in the
                                 Exchange Offer prior to 12:00 midnight, New
                                 York City time, on the Expiration Date. The New
                                 Notes issued pursuant to the Exchange Offer
                                 will be delivered promptly following the
                                 Expiration Date. See "The Exchange Offer --
                                 Terms of the Exchange Offer."

Federal Income Tax
Consequences..................   The issuance of the New Notes to Holders of the
                                 Notes pursuant to the terms set forth in this
                                 Prospectus will not constitute an exchange for
                                 federal income tax purposes. Consequently, no
                                 gain or loss would be recognized by Holders of
                                 the Notes upon receipt of the New Notes. See
                                 "The Exchange Offer -- Certain Federal Income
                                 Tax Consequences of the Exchange Offer."

Use of Proceeds...............   There will be no proceeds to the Company from
                                 the exchange of Notes pursuant to the Exchange
                                 Offer.

                                        9	

Effect on Holders of Notes....   As a result of the making of this Exchange
                                 Offer, the Company will have fulfilled certain
                                 of its obligations under the Registration
                                 Rights Agreement, and Holders of Notes who do
                                 not tender their Notes will generally not have
                                 any further registration rights under the
                                 Registration Rights Agreement or otherwise.
                                 Such Holders will continue to hold the
                                 untendered notes and will be entitled to all
                                 the rights and subject to all the limitations
                                 applicable thereto under the Indenture, except
                                 to the extent such rights or limitations, by
                                 their terms, terminate or cease to have further
                                 effectiveness as a result of the Exchange
                                 Offer. All untendered Notes will continue to be
                                 subject to certain restrictions on transfer.
                                 Accordingly, if any Notes are tendered and
                                 accepted in the Exchange Offer, the trading
                                 market for the untendered Notes could be
                                 adversely affected.

Exchange Agent................   Firstar Trust Company is serving as Exchange
                                 Agent in connection with the Exchange Offer.	

See "The Exchange Offer -- Exchange Agent."
SUMMARY OF TERMS OF NEW NOTES
The form and terms of the New Notes are the same as the form and terms of the Notes (which they will replace) except that (i) the New Notes have been registered under the Securities Act and, therefore, will not bear legends restricting the transfer thereof and (ii) the Holders of New Notes generally will not be entitled to further registration rights under the Registration Rights Agreement, which rights generally will be satisfied when the Exchange Offer is consummated. The New Notes will evidence the same debt as the Notes and will be entitled to the benefits of the Indenture. See "Description of the New

Notes."

Issuer........................   Oshkosh Truck Corporation.

Securities Offered............   $100,000,000 principal amount of new 8 3/4%
                                 Senior Subordinated Notes due 2008.

Maturity Date.................   March 1, 2008.

Interest Payment Dates........   March 1 and September 1, commencing September
                                 1, 1998.

Mandatory Sinking Fund or
  Redemption..................   None.

Optional Redemption...........   The New Notes may be redeemed, in whole or in
                                 part, at any time on or after March 1, 2003 at
                                 the option of the Company, at the redemption
                                 prices set forth herein, plus, in each case,
                                 accrued and unpaid interest and Liquidated
                                 Damages, if any, to the date of redemption. In
                                 addition, at any time prior to March 1, 2001,
                                 the Company may, at its option, redeem up to
                                 35% of the initially outstanding aggregate
                                 principal amount of the New Notes issued under
                                 the Indenture at a redemption price of 108.75%
                                 of the principal amount thereof, plus accrued
                                 and unpaid interest and Liquidated Damages, if
                                 any, to the date of redemption, with the net
                                 cash proceeds of one or more public offerings
                                 of common stock of the Company, provided that
                                 New Notes of an aggregate principal amount of
                                 at least 65% of the initially outstanding
                                 aggregate principal amount of Notes remains
                                 outstanding immediately after the occurrence of
                                 such redemption.

Change of Control.............   In the event of a Change of Control, each
                                 Holder of the New Notes will have the right to
                                 require the Company to make an offer
                                       10	

                                 to repurchase such Holder's New Notes, in whole
                                 or in part, at a price of 101% of the aggregate
                                 principal amount thereof, plus accrued and
                                 unpaid interest and Liquidated Damages, if any,
                                 to the date of repurchase.

Ranking.......................   The New Notes will be general unsecured
                                 obligations of the Company, subordinated in
                                 right of payment to all present and future
                                 Senior Debt of the Company, including the
                                 Company's obligations under the Senior Credit
                                 Facility. The New Notes will rank pari passu
                                 with any future senior subordinated
                                 indebtedness of the Company and will rank
                                 senior to any other subordinated indebtedness
                                 of the Company. As of December 31, 1997, on a
                                 pro forma basis, the Company would have had
                                 approximately $263.4 million of Senior Debt
                                 outstanding and the Subsidiary Guarantors would
                                 have had approximately $2.9 million of
                                 Subsidiary Guarantor Senior Debt outstanding
                                 (excluding guarantees of the Senior Credit
                                 Facility).

Subsidiary Guarantees.........   The New Notes will be unconditionally
                                 guaranteed on a senior subordinated basis as to
                                 the payment of principal and interest and
                                 Liquidated Damages, if any, by the Subsidiary
                                 Guarantors. Each Subsidiary Guarantee will be a
                                 general unsecured obligation of such Subsidiary
                                 Guarantor, subordinated in right of payment to
                                 all Subsidiary Guarantor Senior Debt of such
                                 Subsidiary Guarantor.

Certain Covenants.............   The Indenture pursuant to which the New Notes
                                 will be issued will, among other things, limit
                                 the ability of the Company and its Restricted
                                 Subsidiaries to: (i) incur additional
                                 indebtedness or issue preferred stock; (ii)
                                 make certain Restricted Payments; (iii) grant
                                 Liens on assets; (iv) merge, consolidate or
                                 transfer substantially all of their assets; (v)
                                 enter into transactions with Affiliates; (vi)
                                 sell assets; (vii) sell capital stock of
                                 Subsidiaries; (viii) enter into certain sale
                                 and leaseback transactions; (ix) impose
                                 restrictions on any Restricted Subsidiary's
                                 ability to pay dividends to the Company; (x)
                                 incur other senior subordinated indebtedness;
                                 and (xi) enter into certain lines of business.

Exchange Offer;
  Registration Rights.........   Under certain circumstances, the Company will
                                 file and use its best efforts to cause to
                                 become effective under the Securities Act a
                                 Shelf Registration Statement (as defined) with
                                 respect to the resale of the Notes and keep
                                 such Shelf Registration Statement effective
                                 generally until two years after the effective
                                 date thereof. In the event the foregoing
                                 registration requirements are not met, a
                                 Registration Default (as defined) shall be
                                 deemed to have occurred and specified
                                 Liquidated Damages will become payable with
                                 respect to the Notes until such Registration
                                 Default has been cured. See "Description of the
                                 New Notes -- Exchange Offer; Registration
                                 Rights."

Risk Factors..................   See "Risk Factors" for a discussion of certain
                                 factors that should be considered by
                                 prospective purchasers of the New Notes,
                                 including factors affecting forward-looking
                                 statements.	

A description of the terms of the New Notes, including definitions of terms which are capitalized above, is set forth herein under "Description of the New Notes."
11

SUMMARY UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA
The following table sets forth summary unaudited pro forma condensed consolidated balance sheet data of the Company as of December 31, 1997 and summary unaudited pro forma condensed consolidated income statement data of the Company for the fiscal year ended September 30, 1997, for the three months ended December 31, 1997 and for the twelve months ended December 31, 1997. Oshkosh's fiscal year ends on September 30, while McNeilus' fiscal year ends on the last day of February. The pro forma condensed consolidated balance sheet data as of December 31, 1997 give effect to the Transactions as if they had occurred on December 31, 1997. The pro forma condensed consolidated income statement data and other data for the fiscal year ended September 30, 1997, for the three months ended December 31, 1997 and for the twelve months ended December 31, 1997 gives effect to the Transactions as if they had occurred at the beginning of the period presented. Such pro forma data are not necessarily indicative of the future results of operations of the Company or the results of operations that would have been realized had the Transactions occurred as of the dates or for the periods presented. The following information should be read in conjunction with "Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations" and the historical consolidated financial statements of Oshkosh, the unaudited pro forma condensed consolidated financial statements of the Company and the historical consolidated financial statements of McNeilus and the related notes thereto included elsewhere herein.

                                                                                    THREE           TWELVE
                                                                 FISCAL YEAR        MONTHS          MONTHS
                                                                    ENDED           ENDED           ENDED
                                                                SEPTEMBER 30,    DECEMBER 31,    DECEMBER 31,
                                                                    1997             1997            1997
                                                                -------------    ------------    ------------
                                                                           (DOLLARS IN THOUSANDS)
INCOME STATEMENT DATA:
Net sales...................................................     $1,009,786        $219,096       $1,011,267
Cost of sales...............................................        863,330         185,105          862,087
                                                                 ----------        --------       ----------
    Gross income............................................        146,456          33,991          149,180
Operating expenses:
  Selling, general and administrative.......................         74,521          18,883           76,172
  Engineering, research and development.....................          8,546           2,257            8,696
  Amortization of goodwill and other intangibles............         11,112           2,786           11,106
                                                                 ----------        --------       ----------
    Total operating expenses................................         94,179          23,926           95,974
                                                                 ----------        --------       ----------
Income from operations......................................         52,277          10,065           53,206
Interest expense............................................         30,697           7,555           30,693
Other income, net...........................................            646             414              686
                                                                 ----------        --------       ----------
Income from operations before income taxes and equity in
  income of unconsolidated partnership......................         22,226           2,924           23,199
Provision for income taxes..................................          9,049           1,250            9,147
                                                                 ----------        --------       ----------
                                                                     13,177           1,674           14,052
Equity in income of unconsolidated partnership..............          1,918             451            1,918
                                                                 ----------        --------       ----------
Income from continuing operations...........................     $   15,095        $  2,125       $   15,970
                                                                 ==========        ========       ==========
OTHER FINANCIAL DATA:
EBITDA(1)...................................................     $   78,774        $ 16,574       $   79,432
EBITDA margin % (1).........................................            7.8%            7.6%             7.9%
Depreciation and amortization...............................         25,907           6,240           25,636
Capital expenditures........................................          9,311           2,956            9,666
Ratio of EBITDA to cash interest expense(2)..................................................            2.7x
Ratio of long-term debt to EBITDA............................................................            4.3x	

                                                                DECEMBER 31,
                                                                    1997
                                                                ------------
BALANCE SHEET DATA:
Cash and cash equivalents...................................      $  2,698
Working capital.............................................        77,835
Total assets................................................       696,990
Long-term debt, including current portion...................       340,932
Shareholders' equity........................................       122,992	

12

(1) EBITDA represents income from operations plus depreciation and amortization. EBITDA also reflects the reduction of certain operating expenses that were incurred at the direction of former stockholders of McNeilus. Information concerning EBITDA has been included because management believes that EBITDA is generally accepted as providing useful information regarding a company's ability to service and/or incur debt. EBITDA should not be considered in isolation or as a substitute for net income, cash flows or other income or cash flow data prepared in accordance with generally accepted accounting principles or as a measure of a company's profitability or liquidity. The Company understands that, while EBITDA is frequently used by securities analysts in the evaluation of companies, EBITDA, as used herein, is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the method of calculation. EBITDA is not intended as an alternative to cash flow from operating activities as a measure of liquidity, an alternative to net income as an indicator of operating performance or an alternative to any other measure of performance in conformity with generally accepted accounting principles. EBITDA margin percentage is calculated by dividing EBITDA by net sales.
The calculation of pro forma EBITDA is set forth below (dollars in thousands):

                                                FISCAL YEAR          THREE MONTHS         TWELVE MONTHS
                                                   ENDED                 ENDED                ENDED
                                             SEPTEMBER 30, 1997    DECEMBER 31, 1997    DECEMBER 31, 1997
                                             ------------------    -----------------    -----------------
Income from operations...................         $52,277               $10,065              $53,206
Depreciation and amortization, excluding
  amortization of debt issue costs.......          24,681                 5,933               24,410
Operating expense adjustment.............           1,816                   576                1,816
                                                  -------               -------              -------
  EBITDA.................................         $78,774               $16,574              $79,432
                                                  =======               =======              =======	

(2) Cash interest expense represents total interest expense as reduced for interest expense relating to the amortization of deferred debt issuance costs. Amortization of deferred debt issuance costs equalled $1,226, $307 and $1,226 for the fiscal year ended September 30, 1997, the three months ended December 31, 1997 and the twelve months ended December 31, 1997, respectively.
13

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA FOR OSHKOSH
The following table presents summary historical consolidated financial and other data of Oshkosh as of and for the fiscal years ending September 30, 1997, 1996 and 1995, which have been derived from the audited consolidated financial statements of Oshkosh, and as of and for the three months ended December 31, 1997 and 1996, which have been derived from the unaudited interim financial statements of Oshkosh. The consolidated financial statements of Oshkosh for the fiscal years 1997, 1996 and 1995 were audited by Ernst & Young LLP, independent auditors. In the opinion of management, the interim consolidated financial statements reflect all adjustments (consisting only of normal and recurring adjustments) necessary to fairly present the information presented for such periods. The results of operations for the three months ended December 31, 1997 are not necessarily indicative of the results of operations to be expected for the full fiscal year. The following information should be read in conjunction with "Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations" and the historical consolidated financial statements of Oshkosh and the related notes thereto included elsewhere herein.

                                                  FISCAL YEAR ENDED          THREE MONTHS ENDED
                                                    SEPTEMBER 30,               DECEMBER 31,
                                            ------------------------------   -------------------
                                              1997     1996(1)      1995       1997       1996
                                            --------   --------   --------   --------   --------
                                                           (DOLLARS IN THOUSANDS)
INCOME STATEMENT DATA:
Net sales.................................  $683,234   $413,455   $438,557   $151,801   $150,320
Gross income..............................    88,844     35,079     53,978     22,307     19,583
Total operating expenses..................    60,059     38,680     34,685     14,945     13,150
Income (loss) from operations.............    28,785     (3,601)    19,293      7,362      6,433
OTHER FINANCIAL DATA:
EBITDA(2).................................  $ 42,637   $  9,316   $ 27,702   $ 10,591   $  9,934
EBITDA margin %(2)........................       6.2%       2.3%       6.3%       7.0%       6.6%
Depreciation and amortization.............    14,070      8,798      8,409      3,283      3,556
Capital expenditures......................     6,263      5,355      5,347      1,697      1,342	

(1) On September 18, 1996, Oshkosh acquired for $156,926 in cash all of the issued and outstanding stock of Pierce, a manufacturer and marketer of fire trucks and other fire apparatus. The acquisition was accounted for using the purchase method of accounting and accordingly, the income statement data includes the operating results of Pierce since the date of acquisition.
(2) EBITDA represents income (loss) from operations plus depreciation and amortization. EBITDA also includes the add-back of the non-cash write-off of certain Oshkosh investments of $4.1 million in the fiscal year ended September 30, 1996. Information concerning EBITDA has been included because management believes that EBITDA is generally accepted as providing useful information regarding a company's ability to service and/or incur debt. EBITDA should not be considered in isolation or as a substitute for net income, cash flows or other income or cash flow data prepared in accordance with generally accepted accounting principles or as a measure of a company's profitability or liquidity. The Company understands that, while EBITDA is frequently used by securities analysts in the evaluation of companies, EBITDA, as used herein, is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the method of calculation. EBITDA is not intended as an alternative to cash flow from operating activities as a measure of liquidity, an alternative to net income as an indicator of operating performance or an alternative to any other measure of performance in conformity with generally accepted accounting principles. EBITDA margin percentage is calculated by dividing EBITDA by net sales.
14

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA FOR MCNEILUS
The following table presents summary historical consolidated financial and other data of McNeilus as of and for the fiscal years ending February 28, 1997, February 29, 1996 and February 28, 1995, which have been derived from the audited consolidated financial statements of McNeilus, and as of and for the nine months ended November 30, 1997 and 1996, which have been derived from the unaudited interim consolidated financial statements of McNeilus. The consolidated financial statements of McNeilus for the fiscal years 1997, 1996 and 1995 were audited by Larson, Allen, Weishair and Co., LLP, independent auditors. In the opinion of management, the interim consolidated financial statements reflect all adjustments (consisting only of normal and recurring adjustments) necessary to fairly present the information presented for such periods. The results of operations for the nine months ended November 30, 1997 are not necessarily indicative of the results of operations to be expected for the full fiscal year. The following information should be read in conjunction with "Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations" and the historical financial statements of McNeilus and related notes thereto included elsewhere herein.

                                                     FISCAL YEAR ENDED                 NINE MONTHS ENDED
                                         ------------------------------------------      NOVEMBER 30,
                                         FEBRUARY 28,   FEBRUARY 29,   FEBRUARY 28,   -------------------
                                             1997           1996           1995         1997       1996
                                         ------------   ------------   ------------   --------   --------
                                                              (DOLLARS IN THOUSANDS)
INCOME STATEMENT DATA:
Net sales..............................    $312,999       $331,359       $305,730     $246,774   $233,221
Gross profit...........................      55,836         49,569         46,293       43,084     41,291
Total operating expenses...............      29,092         27,457         29,319       25,844     24,853
Income from operations.................      26,744         22,112         16,974       17,240     16,438
OTHER FINANCIAL DATA:
EBITDA(1)..............................    $ 31,587       $ 27,597       $ 21,445     $ 21,200   $ 20,541
EBITDA margin %(1).....................        10.1%           8.3%           7.0%         8.6%       8.8%
Depreciation and amortization..........       4,077          4,286          3,399        2,812      3,005
Capital expenditures...................       2,922          5,427          9,977        2,621      2,495	

(1) EBITDA represents income from operations plus depreciation and amortization. Information concerning EBITDA has been included because management believes that EBITDA is generally accepted as providing useful information regarding a company's ability to service and/or incur debt. EBITDA should not be considered in isolation or as a substitute for net income, cash flows or other income or cash flow data prepared in accordance with generally accepted accounting principles or as a measure of a company's profitability or liquidity. The Company understands that, while EBITDA is frequently used by securities analysts in the evaluation of companies, EBITDA, as used herein, is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the method of calculation. EBITDA is not intended as an alternative to cash flow from operating activities as a measure of liquidity, an alternative to net income as an indicator of operating performance or an alternative to any other measure of performance in conformity with generally accepted accounting principles. EBITDA margin percentage is calculated by dividing EBITDA by net sales.
15

RISK FACTORS
Holders of Notes should carefully consider the Risk Factors set forth below prior to making a decision to tender into the Exchange Offer. This Prospectus includes Forward-Looking Statements. Although the Company believes that its plans, intentions and expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such plans, intentions or expectations will be achieved. Important factors that could cause actual results to differ materially from those included in or suggested by any Forward-Looking Statements are set forth below and elsewhere in this Prospectus. All Forward-Looking Statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the Risk Factors set forth below. See "Disclosure Regarding Forward-Looking Statements."
LEVERAGE AND DEBT SERVICE REQUIREMENTS
The Company is and will continue to be highly leveraged as a result of the substantial indebtedness it incurred in connection with the Transactions. On December 31, 1997, on a pro forma basis, the Company would have had total Indebtedness (as defined) of approximately $366.3 million and shareholders' equity of approximately $123.0 million, and the Company's pro forma ratio of earnings to fixed charges for the twelve months ended December 31, 1997 would have been 1.6 to 1. The Company will be permitted to incur additional indebtedness in the future subject to certain limitations. See "Capitalization," "Description of Indebtedness -- Senior Credit Facility" and "Description of the New Notes."
The Company's ability to make scheduled payments of principal of, or to pay the interest or Liquidated Damages, if any, on, or to refinance, its indebtedness (including the New Notes) or to fund planned capital expenditures will depend on its future performance, which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond its control. Based upon the current level of operations of the Company, management believes that cash flow from operations and available cash, together with available borrowings under the Senior Credit Facility, will be adequate to meet the Company's future liquidity needs until the scheduled expiration of the Senior Credit Facility, at which time the Company would expect to replace the Senior Credit Facility. There can be no assurance, however, that the Company's business will generate sufficient cash flow from operations, that anticipated growth opportunities and operating improvements will be realized or that future borrowings will be available under the Senior Credit Facility in an amount sufficient to enable the Company to service its indebtedness, including the New Notes, or to fund its other liquidity needs. The Senior Credit Facility and the term loans thereunder mature prior to the maturity of the New Notes, and there can be no assurance that the Company will be able to replace the Senior Credit Facility, or refinance any other Indebtedness, on commercially reasonable terms or at all. See "Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations -- Liquidity and Capital Resources."
The degree to which the Company is and will continue to be leveraged as a result of the Transactions could have important consequences to Holders of the New Notes, including, but not limited to: (i) making it more difficult for the Company to satisfy its obligations with respect to the New Notes; (ii) increasing the Company's vulnerability to general adverse economic and industry conditions; (iii) limiting the Company's ability to obtain additional financing to fund future working capital, capital expenditures and other general corporate requirements, or to fund future acquisitions; (iv) requiring the dedication of a substantial portion of the Company's cash flow from operations to the payment of principal of, and interest on, its indebtedness, thereby reducing the availability of such cash flow to fund working capital, capital expenditures, research and development or other general corporate purposes; (v) limiting the Company's flexibility in planning for, or reacting to, changes in its business and the industries it serves; and (vi) placing the Company at a competitive disadvantage compared to less leveraged competitors. In addition, the Indenture and the Senior Credit Facility contain financial and other restrictive covenants that limit the ability of the Company to, among other things, borrow additional funds. Failure by the Company to comply with such covenants could result in an event of default which, if not cured or waived, could have a material adverse effect on the Company's financial condition, results of operations and debt service capability. See "Description of Indebtedness -- Senior Credit Facility" and "Description of the New Notes."
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SUBORDINATION AND RANKING OF THE NEW NOTES AND SUBSIDIARY GUARANTEES
The New Notes will be subordinated in right of payment to all current and future Senior Debt of the Company, and the Subsidiary Guarantees will be subordinated in right of payment to all current and future Subsidiary Guarantor Senior Debt. Upon any distribution to creditors of the Company or any Subsidiary Guarantor in a liquidation or dissolution of the Company or any Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or such Subsidiary Guarantor or its property, the holders of Senior Debt of the Company or Subsidiary Guarantor Senior Debt, respectively, will be entitled to be paid in full before any payment may be made with respect to the New Notes or any of the Subsidiary Guarantees. The Company's obligations under the Senior Credit Facility are secured by substantially all of the Company's assets and the stock of its Restricted Subsidiaries, and the Indenture permits future Senior Debt to be secured. In addition, the subordination provisions of the Indenture provide that payments with respect to the New Notes and the Subsidiary Guarantees will be blocked for an indefinite period so long as a payment default on Designated Senior Debt (as defined) has occurred and is continuing and may be blocked for up to 179 days each year in the event of certain non-payment defaults on Designated Senior Debt. In the event of a bankruptcy, liquidation or reorganization of the Company, Holders of the New Notes will participate ratably with all holders of subordinated indebtedness of the Company that is deemed to be of the same class as the New Notes, and potentially with all general creditors of the Company other than holders of Senior Debt, based upon the respective amounts owed to each holder or creditor, in the remaining assets of the Company. In any of the foregoing events, there can be no assurance that there would be sufficient assets in the Company or the Subsidiary Guarantors to pay amounts due on the New Notes. As a result of the foregoing, Holders of the New Notes may receive less, ratably, than the holders of Senior Debt. See "Description of the New Notes -- Subordination."
As of December 31, 1997, on a pro forma basis, the aggregate Senior Debt of the Company (including borrowings under the Senior Credit Facility) would have been approximately $263.4 million and the aggregate Subsidiary Guarantor Senior Debt of the Subsidiary Guarantors would have been approximately $2.9 million (excluding guarantees of the Senior Credit Facility), and approximately $78.8 million would have been available for additional borrowing under the terms of the Senior Credit Facility. The Indenture permits the incurrence of additional indebtedness, including Senior Debt, by the Company and its Subsidiaries in the future, subject to certain limitations. See "Description of Indebtedness -- Senior Credit Facility," "Description of the New Notes -- Incurrence of Indebtedness and Issuance of Preferred Stock."
UNCERTAINTY INHERENT IN U.S. GOVERNMENT CONTRACTS
Approximately 29% of the Company's pro forma net sales for the twelve months ended December 31, 1997 were made to the U.S. government under long-term contracts and programs in the defense truck, fire apparatus and airport snow removal markets. Companies engaged in supplying defense-related and other equipment and services to U.S. government agencies are subject to certain peculiar business risks. These risks include the ability of the U.S. government to unilaterally suspend its contractors from receiving new contracts in the event of certain violations of law or regulations. Although the Company has not faced any such suspension, it has been involved in governmental investigations of various matters in the past, and there can be no assurance that the U.S. government will not continue to pursue such matters or that additional investigations will not occur. The U.S. government also has the right to terminate contracts either for its convenience or the default of the contractor. In addition, certain costs and expenses are not allowable charges under U.S. government contracts. The Company, as a U.S. government contractor, is subject to financial audits and other reviews by the U.S. government of performance of, and the accounting and general practices relating to, U.S. government contracts, and like most large government contractors, the Company is audited and reviewed on a continual basis. Costs and prices under such contracts may be subject to adjustment based upon the results of such audits and reviews and the Company has been required to pay adjustments in the past and is subject to a pending audit seeking adjustments. There can be no assurance that the effects of audits, reviews or governmental investigations will not have a material adverse effect on the Company's financial condition, results of operations or debt service capability. See "Business -- Government Contracts."
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Congress usually appropriates funds for a given program on an annual basis even though contract performance may take more than one year. Consequently, at the outset of a major program, the contract is usually partially funded, and additional monies are normally committed to the contract by the procuring agency only as appropriations are made by Congress for future government fiscal years. Failure of Congress to appropriate expected funding for the Company's programs could have a material adverse effect on the Company's financial condition, results of operations and debt service capability.
Trends in DoD procurement are difficult to predict and subject to change, and therefore there are substantial uncertainties and risks associated with the Company's efforts to diversify its offerings to meet the possible future demands of the DoD. The loss or significant curtailment of the Company's material U.S. military contracts (including without limitation those identified in "Business -- Products and Markets"), or the failure to renew or replace material contracts upon expiration or completion as a result of budget cuts or for other reasons, could materially adversely affect the Company's financial condition, results of operations and debt service capability.
Substantially all of the Company's net sales to the DoD for the twelve months ended December 31, 1997 were derived from fixed-price contracts. Although the Company regularly fixes the supply costs of its contracts over the life of the contract, inherent in such contracts is the risk that if a bid is submitted and a contract is subsequently awarded, actual performance costs may exceed the projected costs on which the fixed contract prices were based. To the extent that actual costs exceed such projected costs, the Company's financial condition, results of operations and debt service capability could be materially adversely affected. See "Business -- Customers and Backlog" and "Business -- Government Contracts."
The Company's existing "family contracts" with the DoD for the PLS, HEMTT, HET and LVS and for DoD vehicle parts expire in fiscal years 1999 and 2000, prior to the maturity of the Notes. There can be no assurance such contracts will be extended or renewed, or replaced with new contracts with the DoD. The Company is currently competing for the MTTR program and FMTV contracts. There can be no assurance that the Company will be awarded these or other new contracts with the DoD, or that the Company will accurately project the costs of such contracts or be able to fulfill such contracts at a profit to the Company. The Company's failure to obtain these or other new contracts or to extend or replace those expiring in fiscal years 1999 and 2000, or to accurately project costs on any new contracts awarded by DoD, could have a material adverse effect on the Company's financial condition, results of operations and debt service capability.
DEPENDENCE ON KEY CUSTOMER; RISKS OF FURTHER REDUCTIONS OR CHANGES IN GOVERNMENT EXPENDITURES
Sales under contracts with the DoD, including U.S. government Foreign Military Sales ("FMS") or under subcontracts that identified the DoD as the ultimate purchaser, represented $290.8 million of the Company's pro forma net sales for the twelve months ended December 31, 1997, down from $423.8 million in Oshkosh's fiscal 1994. The Company expects fiscal 1998 sales to the DoD to decrease an additional $20.0 to $30.0 million from fiscal 1997 levels. The U.S. defense budget has declined significantly in recent years, resulting in a slowing of new program starts, program delays and program cancellations. The reduction in these budgets has caused many government contractors to experience declining net sales, increased pressure on operating margins and, in some cases, net losses. There can be no assurance the U.S. government defense budget or programs for which the Company sells products or competes will not be further reduced or that any such further reductions will not have a material adverse effect on the Company's financial condition, results of operations or debt service capability.
CYCLICAL NATURE OF CONSTRUCTION INDUSTRY
The ready-mix concrete market served by the Company is highly cyclical and, in large part, impacted by the strength of the economy generally, by prevailing interest rates and by other factors which may have an effect on the level of construction activity, either regionally or nationally. The U.S. construction industry has generally been expanding in recent years, but has experienced significant downturns in the past. Such downturns have materially and adversely affected the net sales, profitability and cash flow of suppliers to the construction industry, including the Company, and there can be no assurance that such industry will not
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experience similar downturns in the future. An economic recession may impact substantially leveraged companies, such as the Company, more than similarly situated companies with less leverage. A cyclical decline in overall customer demand for concrete mixers could have a material adverse effect on the Company's financial condition, results of operations and debt service capability.
CHALLENGES OF BUSINESS INTEGRATION; ACQUISITION STRATEGY
Realization of the benefits of the business combination of Oshkosh with McNeilus will require the integration of each company's sales and marketing, distribution, manufacturing, engineering, finance and administrative organizations. The successful integration of the companies will require substantial attention from the companies' management teams. The diversion of management attention, as well as any other difficulties which may be encountered in the transaction and integration processes, could have an adverse impact on the financial condition, results of operations or debt service capabilities of the Company. Integrating the companies could, for example, result in a loss of McNeilus or Oshkosh customers. There can be no assurance that Oshkosh will be able to integrate the operations of Oshkosh and McNeilus successfully or that the McNeilus business will continue to operate as profitably after the Acquisition.
In addition, there can be no assurance that the Company will be able to identify additional acquisition candidates, obtain financing for future acquisitions or consummate future acquisitions. If any such future acquisitions are consummated, there can be no assurance that the Company will be able to successfully integrate the acquired businesses or operate them profitably.
COMPETITION
The Company operates in highly competitive industries. The Company competes in the highly competitive fire apparatus and defense truck markets principally on the basis of the lowest qualified bid. To submit a qualified bid, it must be demonstrated that the fire apparatus or defense truck meets stringent specifications, and for most defense truck contracts, passes extensive testing. In addition, decreases in the DoD budget have resulted in a reduction in the number and size of contracts, which has intensified the competition for remaining available contracts. Substantial efforts are continually undertaken by the Company and its competitors in order to maintain existing levels of defense business and to succeed in bid competitions for available contracts. In the refuse truck body and concrete mixer markets, the Company also faces intense competition on the basis of price, innovation, quality, service and product performance capabilities. As the Company seeks to expand its sales of refuse truck bodies to municipal customers, the principal basis of competition for such business will be lowest qualified bid. Several of the Company's competitors have greater financial, marketing, manufacturing and distribution resources than the Company. There can be no assurance that the Company's products will continue to compete successfully with the products of competitors or that the Company will be able to retain its customer base or to improve or maintain its profit margins on sales to its customers, all of which could materially adversely affect the Company's financial condition, results of operations and debt service capability. See "Business -- Competition."
INTELLECTUAL PROPERTY MATTERS
The Company's patents and licenses are important in the operation of its business. Although the Company intends to protect its intellectual property rights vigorously, there can be no assurance that it will be successful in doing so. The Company has received, and may in the future receive, communications from third parties claiming that one or more of the Company's products infringe upon such party's intellectual property. If a third party were to make a valid claim, the Company would likely need to obtain a license from such third party on commercial terms, which would likely increase the Company's costs. Litigation, which could result in substantial cost to, and diversion of resources of, the Company could be necessary to enforce patents or other intellectual property rights of the Company or to defend the Company against claimed infringement of the rights of others. Infringement cases are brought against the Company from time to time, and certain cases are presently pending. Although the Company believes that its products do not infringe upon a valid claim of any patent and that it has meritorious defenses to each presently pending lawsuit, it is not possible to predict the outcomes of any of these lawsuits. The failure to obtain necessary licenses or an adverse outcome in any
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pending or future litigation relating to patent infringement or other intellectual property matters could have a material adverse effect on the Company's financial condition, results of operations and debt service capability.
LABOR RELATIONS AND LABOR MARKET CONDITIONS
Certain of the hourly employees at the Company's manufacturing facilities in Oshkosh, Wisconsin, representing approximately 23% of the Company's employees in the United States at December 31, 1997, are represented by the United Auto Workers. None of the employees at any of the Company's other facilities are represented by unions. A dispute between the Company and its employees could result in a work stoppage that could have a material adverse effect on the Company's financial condition, results of operations and debt service capability. In addition, sustained economic growth in the United States has resulted in lower unemployment and higher demand for labor in many locations, including certain locations in which the Company operates. There can be no assurance that future labor disputes, contract renegotiations or market conditions will not materially impact the Company's operations or costs in the future.
PRODUCT LIABILITY AND WARRANTY CLAIMS
The Company's businesses expose it to potential product liability risks that are inherent in the design, manufacture and sale of its products. While the Company currently maintains what it believes to be suitable product liability insurance, there can be no assurance that it will be able to maintain such insurance on acceptable terms or that any such insurance will provide adequate protection against potential liabilities. In the event of a claim against the Company, a lack of sufficient insurance coverage could have a material adverse effect on the Company and its business, financial condition, results of operations and debt service capability. Moreover, even if the Company maintains adequate insurance, any successful claim could materially and adversely affect the reputation of the Company and its business, financial condition, results of operations and debt service capability.
The design, manufacture and marketing of the Company's products, as well as the inclusion of parts from other suppliers in the Company's products, necessarily entails an inherent risk of product warranty claims. For example, Oshkosh recorded charges of $9.7 million in fiscal 1997 and $7.7 million in fiscal 1996 relating to warranty claims from continuing operations. There can be no assurance that the provisions currently maintained by the Company for such claims will be adequate to protect it in the event a significant warranty claim is successfully asserted against the Company beyond the scope of its historical experience, and such a claim could have a material adverse effect on the Company's business, financial condition, results of operations and debt service capability. See "Business -- Legal Proceedings."
ENVIRONMENTAL MATTERS
The Company is subject to various federal, state, and local environmental laws and regulations. The Company believes its operations are in material compliance with such laws and regulations. However, there can be no assurance that violations will not occur or be identified, or that environmental laws and regulations will not change in the future, in a manner that could materially and adversely affect the Company.
Under certain circumstances, such environmental laws and regulations also may impose joint and several liability for investigation and remediation of contamination at locations owned or operated by the Company or its predecessors, or at locations at which wastes or other contamination attributable to the Company or its predecessors have come to be located. The Company can give no assurance that such liability at facilities the Company currently owns or operates, or at other locations, will not arise or be asserted against the Company or entities for which it may be responsible. Such other locations could include, for example, facilities formerly owned or operated by the Company (or an entity or business that the Company has acquired), or locations to which wastes generated by the Company (or an entity or business that the Company has acquired) have been sent. Pierce has been identified as a potentially responsible party under the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), for investigation and remediation costs at a site neither owned nor operated by the Company. In addition, groundwater contamination has been identified at and about the Company's Oshkosh, Wisconsin facility. At either of these
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locations the Company could become subject to liability that, except under certain circumstances, is joint and several for the total cost of investigating and remediating the site. See "Business -- Environmental Matters" for additional information relating to these locations. Such liability, or liability at locations yet to be identified, could have a material adverse effect on the Company's financial condition, results of operations and debt service capability.
DEPENDENCE ON LIMITED OR SOLE SOURCE SUPPLIERS AND SUBCONTRACTORS
The Company requires specific types of engines, transmissions, pumps, flatracks and other parts for the manufacture of its products. The Company obtains certain of these materials from limited or single source suppliers and subcontractors with whom the Company has no long-term guaranteed supply agreements. The Company has experienced problems with suppliers and subcontractors and has incurred costs and expenses related to such problems. For example, the Company has experienced production delays associated with its IPF (as defined) subcontract with Steeltech (as defined), as discussed under the caption "Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations." There can be no assurance that in the future significant disruption or termination of the supply of these parts or components or a significant increase in the cost of these parts or components will not occur and result in a material adverse effect on the Company's financial condition, results of operations or debt service capability.
INTERNATIONAL BUSINESS
For the twelve months ended December 31, 1997, on a pro forma basis, approximately 6% of the Company's net sales were attributable to products sold outside of the United States, and expanded international sales are part of the Company's growth strategy. Foreign sales are subject to various risks, including exposure to currency fluctuations, political, religious and economic instability, local labor market conditions, the imposition of foreign tariffs and other trade barriers, and changes in governmental policies. The Company may incur increased costs and experience delays or disruptions in product deliveries and payments in connection with its foreign sales that could cause loss of revenue. There can be no assurance that any such developments would not have a material adverse effect on the Company's business, financial condition, results of operations and debt service capability.
EXPOSURE TO INCREASES IN INTEREST RATES
Amounts to be drawn under the Senior Credit Facility bear interest at variable rates, and the Company has no present plan to enter into any hedging arrangements that would have the effect of fixing its interest rates. A substantial increase in interest rates could materially increase the interest paid by the Company under the Senior Credit Facility and such increase could have a material adverse effect on the Company's business, financial condition, results of operation, and debt service. See Note (f) of Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.
POSSIBLE INABILITY TO REPURCHASE NEW NOTES UPON A CHANGE OF CONTROL OFFER
Upon a Change of Control, the Company will be required to offer to repurchase all outstanding New Notes at 101% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, to the date of repurchase. However, there can be no assurance that sufficient funds will be available at the time of any Change of Control to make any required repurchases of New Notes tendered or that lenders under the Senior Credit Facility will allow the Company to make such required repurchases, which are prohibited by the terms of the Senior Credit Facility. Notwithstanding these provisions, subject to certain limitations, the Company could enter into certain transactions, including certain recapitalizations, that would not constitute a Change of Control but would increase the amount of debt outstanding at such time. See "Description of the New Notes -- Repurchase at the Option of Holders -- Change of Control."
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RESTRICTIONS IMPOSED BY TERMS OF THE COMPANY'S INDEBTEDNESS
The Indenture restricts, among other things, the Company's and the Subsidiary Guarantors' ability to incur additional indebtedness, create liens, pay dividends or make other restricted payments, consummate certain asset sales, enter into certain transactions with affiliates, incur indebtedness that is subordinate in right of payment to any Senior Debt and senior in right of payment to the New Notes or the Subsidiary Guarantees, as the case may be, impose restrictions on the ability of a Restricted Subsidiary to pay dividends or make certain payments to the Company, merge or consolidate with any other person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the assets of the Company. In addition, the Senior Credit Facility contains other and more restrictive covenants and prohibits the Company from prepaying its other indebtedness (including the New Notes). See "Description of Indebtedness -- Senior Credit Facility" and "Description of the New Notes -- Certain Covenants." The Senior Credit Facility also requires the Company to maintain specified financial ratios and satisfy certain financial condition tests. The Company's ability to meet those financial ratios and tests can be affected by events beyond its control, and there can be no assurance that the Company will meet those tests. A breach of any of the foregoing covenants could result in a default under the Senior Credit Facility and/or the Indenture. Upon the occurrence of an event of default under the Senior Credit Facility, the lenders thereunder could elect to declare all amounts outstanding under the Senior Credit Facility, together with accrued and unpaid interest, to be immediately due and payable, which would, in turn, result in an event of default under the Indenture.
ABSENCE OF A PUBLIC MARKET; RESTRICTIONS ON TRANSFER
The Notes are currently owned by a relatively small number of beneficial owners. The Notes have not been registered under the Exchange Act and will be subject to restrictions on transferability to the extent that they are not exchanged for the New Notes. The New Notes will constitute a new issue of securities with no established trading market. Although the New Notes will generally be permitted to be resold or otherwise transferred by Holders who are not affiliates of the Company without compliance with the registration requirements under the Securities Act, the Company does not intend to list the New Notes on any securities exchange or to seek admission thereof to trading in the National Association of Securities Dealers Automated Quotation System. Although BancAmerica Robertson Stephens has advised the Company that it currently intends to make a market in the New Notes, it is not obligated to do so and may discontinue such market making at any time without notice. If a trading market does not develop or is not maintained, holders of the New Notes may experience difficulty in reselling the New Notes or may be unable to sell them at all. If a market for the New Notes develops, any such market may be discontinued at any time. See "Notice to Investors." In addition, such market making activity will be subject to the limits imposed by the Exchange Act. See "Description of the New Notes -- Exchange Offer; Registration Rights." Accordingly, there can be no assurance as to the development or liquidity of any market for the New Notes.
COMPLIANCE WITH EXCHANGE OFFER PROCEDURES; RESTRICTIONS ON RESALES
Issuance of the New Notes in exchange for Notes pursuant to the Exchange Offer will be made only after a timely receipt by the Exchange Agent of such Notes, a properly completed and duly executed Letter of Transmittal and all other required documents. Therefore, Holders of the Notes desiring to tender such Notes in exchange for New Notes should allow sufficient time to ensure timely delivery. The Company is under no duty to give notification of defects or irregularities with respect to the tenders of Notes for exchange. Notes that are not tendered or are tendered but not accepted will, following the consummation of the Exchange Offer, continue to be subject to the existing restrictions upon transfer thereof and, upon consummation of the Exchange Offer, the registration rights under the Registration Rights Agreement generally will terminate. In addition, any Holder of Notes who tenders in the Exchange Offer for the purpose of participating in a distribution of the New Notes may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale. Each broker-dealer that receives New Notes for its own account in exchange for Notes, where such Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities must acknowledge that it will deliver a prospectus in connection with the initial resale of such New Notes. To
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the extent that Notes are tendered and accepted in the Exchange Offer, the trading market for untendered and tendered but unaccepted Notes could be adversely affected. See "The Exchange Offer."
FRAUDULENT CONVEYANCE
Under applicable provisions of federal bankruptcy law or comparable provisions of state fraudulent transfer law, if, among other things, the Company or any Subsidiary Guarantor, at the time it incurred the indebtedness evidenced by the New Notes or its Subsidiary Guarantees, (i) (a) was or is insolvent or rendered insolvent by reason of such incurrence or (b) was or is engaged in a business or transaction for which the assets remaining with the Company or such Subsidiary Guarantor constituted unreasonably small capital or (c) intended or intends to incur, or believed or believes that it would incur, debts beyond its ability to pay such debts as they mature; and (ii) the Company, or such Subsidiary Guarantor received or receives less than reasonably equivalent value or fair consideration for the incurrence of such indebtedness, then the New Notes and the Subsidiary Guarantees, and any pledge or other security interest securing such indebtedness, could be voided, or claims in respect of the New Notes or the Subsidiary Guarantees could be subordinated to all other debts of the Company or such Subsidiary Guarantor, as the case may be. In addition, the payment of interest and principal by the Company pursuant to the New Notes or the payments of amounts by a Subsidiary Guarantor pursuant to a Subsidiary Guarantee could be voided and required to be returned to the person making such payment, or to a fund for the benefit of the creditors of the Company or such Subsidiary Guarantor, as the case may be.
The measures of insolvency for purposes of the foregoing considerations will vary depending upon the law applied in any proceeding with respect to the foregoing. Generally, however, the Company or a Subsidiary Guarantor would be considered insolvent if: (i) the sum of its debts, including contingent liabilities, were greater than the saleable value of all of its assets at a fair valuation or if the present fair saleable value of its assets were less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or
(ii) it could not pay its debts as they become due.
On the basis of historical financial information, recent operating history and other factors, the Company and each Subsidiary Guarantor believes that, after giving effect to the Indebtedness incurred in connection with the Transactions, it will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not incur debts beyond its ability to pay such debts as they mature. There can be no assurance, however, as to what standard a court would apply in making such determinations or that a court would agree with the Company's or the Subsidiary Guarantors' conclusions in this regard.
CONTROL BY CERTAIN SHAREHOLDERS
The Company has two classes of common equity: Common Stock and Class A Common Stock. The voting rights of the Common Stock are limited to the election of 25% of the Company's Board of Directors and such other voting rights required by law. The Class A Common Stock has the right to elect 75% of the Company's Board of Directors and to vote on any other matter brought to a vote of the Company's shareholders. Therefore, effective control of the Company is vested in the holders of the Class A Common Stock, which is closely held. See "Principal Shareholders."
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THE EXCHANGE OFFER
The following discussion sets forth or summarizes the material terms of the Exchange Offer, including those set forth in the Letter of Transmittal distributed with this Prospectus. This summary is qualified in its entirety by reference to the full text of the documents underlying the Exchange Offer, copies of which are filed as exhibits to the Registration Statement of which this Prospectus is a part and are incorporated by reference herein.
PURPOSE AND EFFECT OF THE EXCHANGE OFFER
The Notes were sold by the Company to the Initial Purchaser on February 26, 1998, and were subsequently resold to either qualified institutional buyers pursuant to Rule 144A under the Securities Act or to persons in transactions outside the United States in reliance on Regulation S under the Securities Act. In connection with the Note Offering, the Company entered into the Registration Rights Agreement, which requires, among other things, that promptly following the completion of the Note Offering, the Company and the Subsidiary Guarantors
(i) file with the Commission a registration statement under the Securities Act with respect to an issue of new Notes of the Company identical in all material respects to the Notes, (ii) use their best efforts to cause such registration statement to become effective under the Securities Act and (iii) upon the effectiveness of that registration statement, offer to the Holders of the Notes the opportunity to exchange their Notes for a like principal amount of new Notes, which would be issued without a restrictive legend and generally may be reoffered and resold by the holder without restrictions or limitations under the Securities Act (other than any such holder that is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act). A copy of the Registration Rights Agreement has been filed as an exhibit to the Registration Statement of which this Prospectus is a part. This Prospectus, the Registration Statement of which it is a part and the Exchange Offer are made pursuant to and as required by the Registration Rights Agreement. The term "Holder" with respect to the Exchange Offer means any person in whose name the Notes are registered on the books of the Company or any other person who has obtained a properly completed bond power from the registered holder.
Because the Exchange Offer is for any and all Notes, the number of Notes tendered and exchanged in the Exchange Offer will reduce the principal amount of Notes outstanding. Following the consummation of the Exchange Offer, Holders of the Notes who did not tender their Notes generally will not have any further registration rights under the Registration Rights Agreement, and such Notes will continue to be subject to certain restrictions on transfer. Accordingly, the liquidity of the market for such Notes could be adversely affected. The Notes are currently eligible for sale pursuant to Rule 144A through the PORTAL System of the National Association of Securities Dealers, Inc. Because the Company anticipates that most holders of Notes will elect to exchange such Notes for New Notes due to the absence of restrictions on the resale of New Notes under the Securities Act, the Company anticipates that the liquidity of the market for any Notes remaining after the consummation of the Exchange Offer may be substantially limited.
TERMS OF THE EXCHANGE OFFER
Upon the terms and subject to the conditions set forth in this Prospectus and in the Letter of Transmittal, the Company will accept any and all Notes validly tendered and not withdrawn prior to 12:00 midnight, New York City time, on the Expiration Date. The Company will issue $1,000 principal amount of New Senior Subordinated Notes in exchange for each $1,000 principal amount of outstanding Senior Subordinated Notes accepted in the Exchange Offer. Holders may tender some or all of their Notes pursuant to the Exchange Offer. However, Notes may be tendered only in integral multiples of $1,000.
The form and terms of the New Notes are the same as the form and terms of the Notes except that (i) the New Notes have been registered under the Securities Act and hence will not bear legends restricting the transfer thereof and (ii) the holders of the New Notes generally will not be entitled to certain rights under the Registration Rights Agreement, which rights generally will terminate upon consummation of the Exchange Offer. The New Notes will evidence the same debt as the Notes and will be entitled to the benefits of the Indenture.
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Holders of Notes do not have any appraisal or dissenters' rights under the Wisconsin Business Corporation Law or the Indenture in connection with the Exchange Offer. The Company intends to conduct the Exchange Offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the Commission thereunder, including Rule 14e-1 thereunder.
The Company shall be deemed to have accepted validly tendered Notes when, as and if the Company has given oral or written notice thereof to the Exchange Agent. The Exchange Agent will act as agent for the tendering Holders for the purpose of receiving the New Notes from the Company.
If any tendered Notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events set forth herein or otherwise, the certificates for any such unaccepted Notes will be returned, without expense, to the tendering Holder thereof as promptly as practicable after the Expiration Date.
Holders who tender Notes in the Exchange Offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the Letter of Transmittal, transfer taxes with respect to the exchange of Notes pursuant to the Exchange Offer. The Company will pay all charges and expenses, other than transfer taxes in certain circumstances, in connection with the Exchange Offer. See "-- Fees and Expenses."
EXPIRATION DATE; EXTENSIONS; AMENDMENTS
The term "Expiration Date" shall mean 12:00 midnight, New York City time, on , 1998, unless the Company, in its sole discretion, extends the Exchange Offer, in which case the term "Expiration Date" shall mean the latest date and time to which the Exchange Offer is extended.
To extend the Exchange Offer, the Company will notify the Exchange Agent of any extension by oral or written notice, followed by a public announcement thereof no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.
The Company reserves the right, in its reasonable judgment, (i) to delay accepting any Notes, to extend the Exchange Offer or to terminate the Exchange Offer if any of the conditions set forth below under "-- Conditions" shall not have been satisfied, by giving oral or written notice of such delay, extension or termination to the Exchange Agent or (ii) to amend the terms of the Exchange Offer in any manner. Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by a public announcement thereof. If the Exchange Offer is amended in a manner determined by the Company to constitute a material change, the Company will promptly disclose such amendment by means of a prospectus supplement that will be distributed to the registered Holders, and, depending upon the significance of the amendment and the manner of disclosure to the registered Holders, the Company will extend the Exchange Offer for five to ten business days if the Exchange Offer would otherwise expire during such five to ten business-day period.
If the Company does not consummate the Exchange Offer, or, in lieu thereof, the Company does not file and cause to become effective a resale shelf registration for the Notes within the time periods set forth therein, Liquidated Damages will accrue and be payable on the Notes either temporarily or permanently. See "Description of the New Notes -- Registration Rights; Liquidated Damages."
INTEREST ON NEW NOTES
The New Senior Subordinated Notes will bear interest from February 26, 1998, the date of issuance of the Notes that are tendered in exchange for the New Notes (or the most recent date to which interest on such Notes has been paid). Accordingly, Holders of Notes that are accepted for exchange will not receive interest that is accrued but unpaid on the Notes at the time of tender, but such interest will be payable on the first March 1 or September 1, as the case may be, after the Expiration Date. Interest on the New Notes will be payable semiannually on each March 1 and September 1, commencing on September 1, 1998.
25

PROCEDURES FOR TENDERING
Only a holder of Notes may tender such Notes in the Exchange Offer. To tender in the Exchange Offer, a Holder must complete, sign and date the relevant Letter of Transmittal, or a facsimile thereof, have the signatures thereon guaranteed if required by the Letter of Transmittal, and mail or otherwise deliver such Letter of Transmittal or such facsimile, together with the Notes and any other required documents, to the Exchange Agent so as to be received by the Exchange Agent at the address set forth below prior to 12:00 midnight, New York City time, on the Expiration Date. The Letter of Transmittal must be used to tender Notes. Delivery of the Notes may be made by book-entry transfer in accordance with the procedures described below. Confirmation of such book-entry transfer must be received by the Exchange Agent prior to the Expiration Date.
By executing the Letter of Transmittal, each Holder will make to the Company the representation set forth below in the second paragraph under the heading "-- Resale of New Notes."
The tender by a Holder and the acceptance thereof by the Company will constitute an agreement between such Holder and the Company in accordance with the terms and subject to the conditions set forth herein and in the Letter of Transmittal.
THE METHOD OF DELIVERY OF NOTES AND THE LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE HOLDER. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IF DELIVERY BY MAIL IS NEVERTHELESS USED, REGISTERED MAIL IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. NO LETTER OF TRANSMITTAL OR NOTES SHOULD BE SENT TO THE COMPANY. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES OR NOMINEES TO EFFECT THE ABOVE TRANSACTIONS FOR SUCH HOLDERS.
Any beneficial owner whose Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered Holder promptly and instruct such registered Holder to tender on such beneficial owner's behalf.
Signatures on the Letter of Transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an Eligible Institution (as defined) unless the Notes tendered pursuant thereto are tendered (i) by a registered Holder who has not completed the box entitled "Special Registration Instructions" or "Special Delivery Instructions" on the Letter of Transmittal or (ii) for the account of an Eligible Institution. In the event that signatures on a Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantee must be by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange Act (an "Eligible Institution").
If the Letter of Transmittal is signed by a person other than the registered Holder of any Notes listed therein, such Notes must be endorsed or accompanied by a properly completed bond power, signed by such registered Holder as such registered Holder's name appears on such Notes with the signature thereon guaranteed by an Eligible Institution.
If the Letter of Transmittal or any Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and unless waived by the Company, evidence satisfactory to the Company of their authority to so act must be submitted with the Letter of Transmittal.
The Company understands that the Exchange Agent will make a request promptly after the date of this Prospectus to establish accounts with respect to the Notes at the Depository for the purpose of facilitating the Exchange Offer, and subject to the establishment thereof, any financial institution that is a participant in the
26

Depository's system may make book-entry delivery of the Notes by causing the Depository to transfer such Notes into the Exchange Agent's account with respect to the Notes in accordance with the Depository's procedures for such transfer. Although delivery of the Notes may be effected through book-entry transfer into the Exchange Agent's account at the Depository, an appropriate Letter of Transmittal properly completed and duly executed with any required signature guarantee and all other required documents must in each case be transmitted to and received or confirmed by the Exchange Agent at its address set forth below on or prior to the Expiration Date, or, if the guaranteed delivery procedures described below are complied with, within the time period provided under such procedures. Delivery of documents to the Depository does not constitute delivery to the Exchange Agent.
All questions as to the validity, form, eligibility (including time of receipt), acceptance of tendered Notes and withdrawal of tendered Notes will be determined by the Company in its sole discretion, which determination will be final and binding. The Company reserves the absolute right to reject any and all Notes not properly tendered or any Notes the Company's acceptance of which would, in the opinion of counsel for the Company, be unlawful. The Company also reserves the right to waive any defects, irregularities or conditions of tender as to particular Notes. The Company's interpretation of the terms and conditions of the Exchange Offer (including the instructions in the Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Notes must be cured within such time as the Company shall determine. Although the Company intends to notify Holders of defects or irregularities with respect to tenders of Notes, none of the Company, the Exchange Agent or any other person shall incur any liability for failure to give such notification. Tenders of Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering Holders, unless otherwise provided in the Letter of Transmittal, as soon as practicable following the Expiration Date.
GUARANTEED DELIVERY PROCEDURES
Holders who wish to tender their Notes and (i) whose New Notes are not immediately available, (ii) who cannot deliver their Notes, the Letter of Transmittal or any other required documents to the relevant Exchange Agent or
(iii) who cannot complete the procedures for book-entry transfer, prior to the Expiration Date, may effect a tender if:
(a) the tender is made through an Eligible Institution;
(b) prior to the Expiration Date, the Exchange Agent receives from such Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery (by facsimile transmission, mail or hand delivery) setting forth the name and address of the Holder, the certificate number(s) of such Notes and the principal amount of Notes tendered, stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the Expiration Date, the Letter of Transmittal (or facsimile thereof), together with the certificate(s) representing the Notes (or a confirmation of book-entry transfer of such Notes into the Exchange Agent's account at the Depository) and any other documents required by the Letter of Transmittal, will be deposited by the Eligible Institution with the Exchange Agent; and
(c) such properly completed and executed Letter of Transmittal (or facsimile thereof), as well as the certificate(s) representing all tendered Notes in proper form for transfer (or a confirmation of book-entry transfer of such Notes into the Exchange Agent's account at the Depository) and all other documents required by the Letter of Transmittal, are received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date.
Upon request to the Exchange Agent, a Notice of Guaranteed Delivery will be sent to Holders who wish to tender their Notes according to the guaranteed delivery procedures set forth above.
27

WITHDRAWALS OF TENDERS
Except as otherwise provided herein, tenders of Notes may be withdrawn at any time prior to 12:00 midnight New York City time, on the Expiration Date.
To withdraw a tender of Notes in the Exchange Offer, a written or facsimile transmission notice of withdrawal must be received by the Exchange Agent at its address set forth herein prior to 12:00 midnight New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having deposited the Notes to be withdrawn (the "Depositor"), (ii) identify the Notes to be withdrawn (including the certificate number(s) and principal amount of such Notes, or, in the case of Notes transferred by book-entry transfer, the name and number of the account at the Depository to be credited), (iii) be signed by the Holder in the same manner as the original signature on the Letter of Transmittal by which such Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the Trustee with respect to the Notes register the transfer of such Notes into the name of the person withdrawing the tender, and
(iv) specify the name in which any such Notes are to be registered, if different from that of the Depositor. All questions as to the validity, form and eligibility (including time or receipt) of such notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Notes so withdrawn will be deemed not to have been validly tendered for purposes of the Exchange Offer and no New Notes will be issued with respect thereto unless the Notes so withdrawn are validly retendered. Any Notes which have been tendered but which are not accepted for exchange will be returned to the Holder thereof without cost to such Holder as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Notes may be retendered by following one of the procedures described above under "-- Procedures for Tendering" at any time prior to the Expiration Date.
CONDITIONS
Notwithstanding any other term of the Exchange Offer, the Company shall not be required to accept for exchange, or to exchange New Notes for, any Notes, and may terminate or amend the Exchange Offer as provided herein before the acceptance of such Notes, if any law, statute, rule, regulation or interpretation by the staff of the Commission is proposed, adopted or enacted, which, in the reasonable judgment of the Company, might materially impair the ability of the Company to proceed with the Exchange Offer or materially impair the contemplated benefits of the Exchange Offer to the Company.
If the Company determines in its reasonable judgment that any of the conditions are not satisfied, the Company may (i) refuse to accept any Notes and return all tendered Notes to the tendering Holders, (ii) extend the Exchange Offer and retain all Notes tendered prior to the expiration of the Exchange Offer, subject, however, to the rights of Holders to withdraw such Notes (see "Withdrawals of Tenders") or (iii) waive such unsatisfied conditions with respect to the Exchange Offer and accept all properly tendered Notes which have not been withdrawn. If such waiver constitutes a material change to the Exchange Offer, the Company will promptly disclose such waiver by means of a prospectus supplement that will be distributed to the registered holders, and, depending upon the significance of the waiver and the manner of disclosure to the registered Holders, the Company will extend the Exchange Offer for a period of five to ten business days if the Exchange Offer would otherwise expire during such five to ten business-day period.
EXCHANGE AGENT
Firstar Trust Company will act as Exchange Agent for the Exchange Offer with respect to the Notes (the "Exchange Agent").
28

Questions and requests for assistance, requests for additional copies of this Prospectus or of the Letter of Transmittal for the Notes and requests for copies of Notice of Guaranteed Delivery should be directed to the Exchange Agent, addressed as follows:
By Registered or Certified Mail, Overnight Mail or Courier Service or in Person By Hand:
Firstar Trust Company
1555 North River Center Drive Suite 301
Milwaukee, Wisconsin 53212
Attention: Pamela Warner
By Facsimile:
(414) 905-5049
FEES AND EXPENSES
The expenses of soliciting tenders will be borne by the Company. The principal solicitation is being made by mail; however, additional solicitation may be made by telegraph, telephone, facsimile or in person by officers and regular employees of the Company and its affiliates.
The Company has not retained any dealer-manager in connection with the Exchange Offer and will not make any payments to brokers or other persons soliciting acceptances of the Exchange Offer. The Company, however, will pay the Exchange Agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection therewith and pay other registration expenses, including fees and expenses of the Trustee, filing fees, blue sky fees and printing and distribution expenses.
The Company will pay all transfer taxes, if any, applicable to the exchange of the Notes pursuant to the Exchange Offer. If, however, certificates representing the New Notes or the Notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered Holder of the Notes tendered, or if tendered Notes are registered in the name of any person other than the person signing the Letter of Transmittal, or if a transfer tax is imposed for any reason other than the exchange of the Notes pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered Holder or any other person) will be payable by the tendering Holder.
ACCOUNTING TREATMENT
The New Notes will be recorded at the same carrying value as the Notes, which is the aggregate principal amount of the Notes, as reflected in the Company's accounting records on the date of exchange. Accordingly, no gain or loss for accounting purposes will be recognized in connection with the Exchange Offer. The expenses of the Exchange Offer will be amortized over the term of the New Notes.
RESALE OF NEW NOTES
Based on interpretations by the staff of the Commission set forth in no-action letters issued to third parties, the Company believes that New Notes issued pursuant to the Exchange Offer in exchange for Notes may be offered for resale, resold and otherwise transferred by any Holder of such New Notes (other than any such Holder which is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such New Notes are acquired in the ordinary course of such Holder's business and such Holder does not intend to participate, and has no arrangement or understanding with any person to participate, in a distribution of such New Notes. Any Holder who tenders in the Exchange Offer with the intention to participate, or for the purpose of participating, in a distribution of the New Notes may not rely on the position of the staff of the Commission enunciated in Exxon Capital Holdings Corporation (available April 13, 1989) and Morgan Stanley & Co., Incorporated (available June 5, 1991), or similar no-action letters, but rather must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale
29

transaction. In addition, any such resale transaction should be covered by an effective registration statement containing the selling security holder's information required by Item 507 or 508 of Regulation S-K of the Securities Act, as applicable. Each broker-dealer that receives New Notes for its own account in exchange for Notes, where such Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, may be a statutory underwriter and must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes.
By tendering in the Exchange Offer, each Holder will represent to the Company that, among other things, (i) the New Notes acquired pursuant to the Exchange Offer are being obtained in the ordinary course of business of the person receiving such New Notes, whether or not such person is a Holder, (ii) neither the Holder nor any such other person has an arrangement or understanding with any person to participate in a distribution of such New Notes and (iii) the Holder and such other person acknowledge that if they participate in the Exchange Offer for the purpose of distributing the New Notes (a) they must, in the absence of an exemption therefrom, comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the New Notes and cannot rely on the no-action letters referenced above and (b) failure to comply with such requirements in such instance could result in such Holder incurring liability under the Securities Act for which such Holder is not indemnified by the Company. Further, by tendering in the Exchange Offer, each Holder that may be deemed an "affiliate" (as defined under Rule 405 of the Securities Act) of the Company will represent to the Company that such Holder understands and acknowledges that the New Notes may not be offered for resale, resold or otherwise transferred by that Holder without registration under the Securities Act or an exemption therefrom.
CONSEQUENCES OF FAILURE TO EXCHANGE
As a result of the making of this Exchange Offer, the Company will have fulfilled one of its obligations under the Registration Rights Agreement, and Holders of Notes who do not tender their Notes generally will not have any further registration rights under the Registration Rights Agreement or otherwise. Accordingly, any Holder of Notes that does not exchange that Holder's Notes for New Notes will continue to hold the untendered Notes and will be entitled to all the rights and limitations applicable thereto under the Indenture, except to the extent that such rights or limitations, by their terms, terminate or cease to have further effectiveness as a result of the Exchange Offer.
The Notes that are not exchanged for New Notes pursuant to the Exchange Offer will remain restricted securities. Accordingly, such Notes may be resold only (i) to the Company (upon redemption thereof or otherwise), (ii) pursuant to an effective registration statement under the Securities Act, (iii) so long as the Notes are eligible for resale pursuant to Rule 144A, to a qualified institutional buyer within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A, (iv) outside the United States to a foreign person pursuant to the exemption from the registration requirements of the Securities Act provided by Regulation S thereunder, (v) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), or (vi) to an institutional accredited investor in a transaction exempt from the registration requirements of the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States. See "Risk Factors -- Restrictions on Transfer."
OTHER
Participation in the Exchange Offer is voluntary and Holders should carefully consider whether to accept. Holders of the Notes are urged to consult their financial and tax advisors in making their own decision on what action to take.
The Company may in the future seek to acquire untendered Notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. The Company has no present plans to acquire any Notes that are not tendered in the Exchange Offer or to file a registration statement to permit resales of any untendered Notes.
30

CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE OFFER
The following discussion is based upon current provisions of the Internal Revenue Code of 1986, as amended, applicable Treasury regulations, judicial authority and administrative rulings and practice. There can be no assurance that the Internal Revenue Service (the "IRS") will not take a contrary view, and no ruling from the IRS has been or will be sought. Legislative, judicial or administrative changes or interpretations may be forthcoming that could alter or modify the statements and conditions set forth herein. Any such changes or interpretations may or may not be retroactive and could affect the tax consequences to Holders. Certain Holders of the Notes (including insurance companies, taxexempt organizations, financial institutions, broker-dealers, foreign corporations and persons who are not citizens of residents of the United States) may be subject to special rules not discussed below. Each Holder of a Note should consult his, her or its own tax advisor as to the particular tax consequences of exchanging such Holder's Notes for New Notes, including the applicability and effect of any state, local or foreign tax laws.
The issuance of the New Notes to Holders of the Notes pursuant to the terms set forth in this Prospectus will not constitute an exchange for federal income tax purposes. Consequently, no gain or loss would be recognized by Holders of the Notes upon receipt of the New Notes, and ownership of the New Notes will be considered a continuation of ownership of the Notes. For purposes of determining gain or loss upon the subsequent sale or exchange of the New Notes, a Holder's basis in the New Notes should be the same as such Holder's basis in the Notes exchanged therefor. A Holder's holding period for the New Notes should include the Holder's holding period for the Notes exchanged therefor. The issue price, and other tax characteristics of the New Notes should be identical to the issue price, and other tax characteristics of the Notes exchanged therefor. See also "Certain Federal Income Tax Considerations."
31

THE TRANSACTIONS
THE ACQUISITION
On December 8, 1997, Oshkosh entered into the Stock Purchase Agreement pursuant to which, on February 26, 1998, it acquired all of the outstanding capital stock of McNeilus and entered into related non-compete and ancillary agreements for an aggregate acquisition price of $250.0 million. At November 30, 1997, McNeilus had unrestricted cash of $17.7 million ($20.2 million less an estimated $2.5 million required for capital and surplus at McNeilus' captive insurance subsidiary). The Stock Purchase Agreement required, among other things, that the selling stockholders of McNeilus prepay certain notes and purchase selected assets of McNeilus, which provided net proceeds to Oshkosh of approximately $16.1 million. As a result, management estimates that the effective cost to the Company in connection with the Acquisition was approximately $216.2 million. Concurrently with the consummation of the Acquisition, the Company consummated the Note Offering, established the Senior Credit Facility, applied the net proceeds from the Note Offering and the Senior Credit Facility to consummate the Acquisition, refinanced existing Oshkosh indebtedness, paid fees and expenses and established the Lease Financing Facility.
The Stock Purchase Agreement contained customary representations and warranties from McNeilus and the majority shareholders of McNeilus with respect to McNeilus and the stock of McNeilus. The majority shareholders of McNeilus have agreed to indemnify Oshkosh, its affiliates and McNeilus for any loss resulting from: (i) any breach of any such representation or warranty; (ii) the failure of McNeilus or the shareholders of McNeilus to comply with covenants contained in the Stock Purchase Agreement; or (iii) any taxes imposed on McNeilus or Oshkosh in connection with the disposition of certain assets of McNeilus prior to closing of the Acquisition (the "Closing"); provided, however, that such indemnity is limited to cover only losses in excess of $4.0 million in the aggregate and less than $24.0 million in the aggregate. Such indemnification obligations of the majority shareholders of McNeilus generally expire eighteen months after the Closing. Oshkosh has agreed to indemnify the shareholders of McNeilus for any loss resulting from: (i) any breach of any representation or warranty made by Oshkosh pursuant to the Stock Purchase Agreement; (ii) the failure of Oshkosh to comply with covenants contained in the Stock Purchase Agreement; (iii) the operation of McNeilus after the Closing; or (iv) certain of Oshkosh's actions in seeking financing for Oshkosh.
THE SENIOR CREDIT FACILITY
The Senior Credit Facility is comprised of a multi-tranche Term Loan Facility aggregating $225.0 million and a $100.0 million Revolving Credit Facility entered into with Bank of America National Trust and Savings Association ("Bank of America"), as agent and a lender, and certain other financial institutions. The Senior Credit Facility is guaranteed by all of the Company's domestic Restricted Subsidiaries (other than MFSI). See "Description of Indebtedness -- Senior Credit Facility."
THE LEASE FINANCING FACILITY
The Leasing Partner entered into a general partnership with BA Leasing & Capital Corporation ("BALCAP"), an affiliate of the Initial Purchaser and Bank of America, effective February 26, 1998. The Leasing Partnership offers lease financing to customers of the Company and administers existing leases contributed to the Leasing Partnership. Indebtedness under the Lease Financing Facility is secured by the underlying leases and assets of, and is recourse to, the Leasing Partnership; such indebtedness is off-balance sheet and non-recourse to the Company. See "Description of Indebtedness -- Lease Financing Facility."
32

SOURCES AND USES OF FUNDS
The following table sets forth the estimated sources and uses of funds assuming the Transactions were consummated as of December 31, 1997 (in millions):

SOURCES
Senior Credit Facility:
  Revolving Credit Facility(1)......    $ 13.0
  Term Loan Facility................     225.0
Notes offered hereby................     100.0
                                        ------
     Total Sources..................    $338.0
                                        ======
USES
McNeilus Acquisition, net...........    $216.2
Refinance Oshkosh debt..............     102.8
Estimated fees and expenses.........      15.4
Taxes related to lease
  financing(2)......................       3.6
                                        ------
     Total Uses.....................    $338.0
                                        ======	

(1) The Revolving Credit Facility provides maximum borrowing availability (including letters of credit) of $100.0 million, subject to certain borrowing conditions. See "Capitalization" and "Description of Indebtedness -- Senior Credit Facility."
(2) The Company incurred taxes payable as a result of the transfer of MFSI's current lease portfolio to the Leasing Partnership.
33

USE OF PROCEEDS
The gross proceeds of $100.0 million from the sale of the Notes, together with borrowings under the Senior Credit Facility, were used by the Company to:
(i) fund the cash purchase price payable in connection with the Acquisition;
(ii) repay in full certain existing indebtedness of Oshkosh; and (iii) pay fees and expenses in connection with the Transactions. The existing indebtedness of Oshkosh repaid in connection with the Transactions was comprised of approximately $102.8 million of borrowings under the Existing Bank Credit Agreement (as defined) (which bore interest at a blended rate of approximately 7.78% at December 31, 1997 and which would have matured beginning on September 30, 1999). See "The Transactions."
CAPITALIZATION
The following table sets forth: (i) Oshkosh's actual unaudited consolidated capitalization as of December 31, 1997; and (ii) the Company's unaudited consolidated capitalization, on a pro forma basis to give effect to the Transactions, as if they had occurred on December 31, 1997. This table should be read in conjunction with the information contained herein under the captions "The Transactions," "Use of Proceeds," "Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations," the unaudited historical consolidated and unaudited pro forma condensed consolidated financial statements of the Company, including the related notes thereto, and the unaudited consolidated historical financial statements of McNeilus, including the related notes thereto, included elsewhere in this Offering Memorandum.

                                                            AS OF DECEMBER 31, 1997
                                                          ----------------------------
                                                                       PRO FORMA FOR
                                                           ACTUAL     THE TRANSACTIONS
                                                           ------     ----------------
                                                             (DOLLARS IN THOUSANDS)
Cash and marketable securities........................    $    198        $  2,698
                                                          ========        ========
Long-term debt, including current maturities:
  Existing Bank Credit Agreement......................    $102,820        $     --
  McNeilus notes payable..............................          --           2,884
  Senior Credit Facility:
     Revolving Credit Facility(1).....................          --          13,048
     Term Loan Facility...............................          --         225,000
  Notes...............................................          --         100,000
                                                          --------        --------
          Total long-term debt(2).....................     102,820         340,932
Shareholders' equity..................................     123,747         122,992
                                                          --------        --------
          Total capitalization........................    $226,567        $463,924
                                                          ========        ========	

(1) At the Closing, the following amounts were drawn under the Senior Credit Facility: (i) $100.0 million on Term Loan A, which matures in six years;
(ii) $62.5 million on Term Loan B, which matures in seven years; (iii) $62.5 million on Term Loan C, which matures in eight years; and (iv) on a pro forma basis at December 31, 1997, approximately $13.0 million on the $100.0 million Revolving Credit Facility, which matures in six years. The undrawn amount under the Revolving Credit Facility is available for working capital and general corporate purposes, including the issuance of letters of credit, which were approximately $8 million. After giving effect to the Transactions, the Company had approximately $79 million of availability under the terms of the Revolving Credit Facility on a pro forma basis. See "Description of Indebtedness -- Senior Credit Facility."
(2) Does not include off-balance sheet indebtedness under the Lease Financing Facility. Such indebtedness is secured by the underlying leases and other assets of, and is recourse to, the Leasing Partnership; such indebtedness is non-recourse to the Company.
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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA FOR OSHKOSH
The following table presents selected historical consolidated financial and other data of Oshkosh as of and for the fiscal years ended September 30, 1997, 1996, 1995, 1994 and 1993, which have been derived from the audited consolidated financial statements of Oshkosh, and as of and for the three months ended December 31, 1997 and 1996, which have been derived from the unaudited interim consolidated financial statements of Oshkosh. The consolidated financial statements of Oshkosh for the fiscal years 1997, 1996, 1995, 1994 and 1993 were audited by Ernst & Young LLP, independent auditors. The interim consolidated financial statements of Oshkosh as of and for the three months ended December 31, 1997 and 1996 have been derived from, and should be read in conjunction with, the unaudited consolidated financial statements of Oshkosh and the related notes thereto, included elsewhere herein. In the opinion of management, such interim consolidated financial statements reflect all adjustments (consisting only of normal and recurring adjustments) necessary to fairly present the information presented for such periods. The results of operations for the three months ended December 31, 1997 are not necessarily indicative of the results of operations to be expected for the full fiscal year. The selected historical consolidated financial and other data set forth below should be read in conjunction with "Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations" and the historical consolidated financial statements of Oshkosh and the related notes thereto included elsewhere herein.

                                                                                                                 THREE MONTHS
                                                                        FISCAL YEAR ENDED                            ENDED
                                                                          SEPTEMBER 30,                          DECEMBER 31,
                                                       ----------------------------------------------------   -------------------
                                                         1997     1996(1)      1995       1994       1993       1997       1996
                                                         ----     -------      ----       ----       ----       ----       ----
                                                                    (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
INCOME STATEMENT DATA:
Net sales.....................................         $683,234   $413,455   $438,557   $581,275   $537,065   $151,801   $150,320
Cost of sales.................................          594,390    378,376    384,579    513,204    483,082    129,494    130,737
                                                       --------   --------   --------   --------   --------   --------   --------
        Gross income..........................           88,844     35,079     53,978     68,071     53,983     22,307     19,583
Operating expenses:
    Selling, general and administrative.......           47,742     32,205     29,242     38,404     33,076     11,676     10,025
    Engineering, research and development.....            7,847      6,304      5,443      6,597      8,973      2,143      1,993
    Amortization of goodwill and other
      intangibles.............................            4,470        171         --         --         --      1,126      1,132
                                                       --------   --------   --------   --------   --------   --------   --------
        Total operating expenses..............           60,059     38,680     34,685     45,001     42,049     14,945     13,150
                                                       --------   --------   --------   --------   --------   --------   --------
Income (loss) from operations.................           28,785     (3,601)    19,293     23,070     11,934      7,362      6,433
Other income (expense), net...................          (12,283)     1,619       (371)      (968)    (3,349)    (2,267)    (3,361)
Income (loss) from continuing operations
  before income taxes.........................           16,502     (1,982)    18,922     22,102      8,585      5,095      3,072
Provision (credit) for income taxes...........            6,496     (1,741)     7,285      8,544      2,901      1,955      1,448
                                                       --------   --------   --------   --------   --------   --------   --------
Income (loss) from continuing operations......           10,006       (241)    11,637     13,558      5,684      3,140      1,624
Cumulative effect of change in accounting for
  post-retirement benefits, net...............               --         --         --         --     (4,088)        --         --
Loss from discontinued operations, net (2)....               --     (2,859)    (2,421)      (504)      (533)        --         --
                                                       --------   --------   --------   --------   --------   --------   --------
Net income (loss).............................         $ 10,006   $ (3,100)  $  9,216   $ 13,054   $  1,063   $  3,140   $  1,624
                                                       ========   ========   ========   ========   ========   ========   ========
Earnings (loss) per share:
    Income (loss) from continuing
      operations..............................         $   1.18   $   (.03)  $   1.32   $   1.56   $    .65   $    .38   $    .19
    Net income (loss).........................             1.18       (.35)      1.04       1.50        .12        .38        .19
Earnings (loss) per share assuming dilution:
    Income (loss) from continuing
      operations..............................         $   1.17   $   (.03)  $   1.31   $   1.56   $    .65   $    .37   $    .19
    Net income (loss).........................             1.17       (.35)      1.04       1.50        .12        .37        .19
Dividends per share:
    Class A Common Stock......................         $  0.435   $  .0435   $  0.435   $  0.435   $  0.435   $0.10875   $0.10875
    Common Stock..............................            0.500      0.500      0.500      0.500      0.500    0.12500    0.12500
OTHER FINANCIAL DATA:
EBITDA(3).....................................         $ 42,637   $  9,316   $ 27,702   $ 32,348   $ 20,226   $ 10,591   $  9,934
EBITDA margin %(3)............................              6.2%       2.3%       6.3%       5.6%       3.8%       7.0%       6.6%
Depreciation and amortization.................           14,070      8,798      8,409      9,278      8,292      3,283      3,556
Capital expenditures..........................            6,263      5,355      5,347      5,178      7,697      1,697      1,342
Net cash provided by (used in):
    Continuing operating activities...........           65,782    (16,237)     6,166     67,423     35,544     16,779     25,142
    Discontinued operating activities.........           (1,658)     4,743     10,482     (2,851)       702       (491)      (326)
    Investing activities......................           (7,400)  (166,231)    (6,170)    (6,136)   (11,692)    (6,097)    (1,227)
    Financing activities......................          (33,632)   148,136      3,402    (43,192)   (24,183)   (33,212)   (18,871)
Ratio of earnings to fixed charges(4).........              2.3x       N/A       19.7x      16.8x       3.0x       3.0x       1.9x
BALANCE SHEET DATA:
Cash and cash equivalents.....................         $ 23,219   $    127   $ 29,716   $ 15,836   $    592   $    198   $  4,845
Working capital(5)............................           50,113     67,469     91,777     82,010    100,967     29,252     62,045
Total assets..................................          420,394    435,161    200,916    198,678    235,386    381,458    402,244
Long-term debt, including current portion.....          135,000    157,882         --        610     40,338    102,820    140,000
Shareholders' equity..........................          120,900    121,602    133,413    121,558    112,004    123,747    122,237	

35

(1) On September 18, 1996, Oshkosh acquired for $156,926 in cash all of the issued and outstanding stock of Pierce, a manufacturer and marketer of fire trucks and other fire apparatus. The acquisition was accounted for using the purchase method of accounting and accordingly, the income statement data includes the operating results of Pierce since the date of acquisition.
(2) On June 2, 1995, Oshkosh sold certain assets associated with its motor home, bus and van chassis business. The consideration included cash of $23,815 and the assumption by the buyer of certain liabilities. The disposition of the chassis business has been accounted for as a discontinued operation and accordingly, the income statement data for 1995, 1994 and 1993 reflect the chassis business as a discontinued operation.
(3) EBITDA represents income (loss) from operations plus depreciation and amortization. EBITDA also includes the add-back of the non-cash write-off of certain Oshkosh investments of $4.1 million in the fiscal year ended September 30, 1996. Information concerning EBITDA has been included because management believes that EBITDA is generally accepted as providing useful information regarding a company's ability to service and/or incur debt. EBITDA should not be considered in isolation or as a substitute for net income, cash flows or other income or cash flow data prepared in accordance with generally accepted accounting principles or as a measure of a company's profitability or liquidity. The Company understands that, while EBITDA is frequently used by securities analysts in the evaluation of companies, EBITDA, as used herein, is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the method of calculation. EBITDA is not intended as an alternative to cash flow from operating activities as a measure of liquidity, an alternative to net income as an indicator of operating performance or an alternative to any other measure of performance in conformity with generally accepted accounting principles. EBITDA margin percentage is calculated by dividing EBITDA by net sales.
(4) For purposes of the computation, the ratio of earnings to fixed charges has been calculated by dividing (i) income from continuing operations before income taxes plus fixed charges by (ii) fixed charges. Fixed charges are equal to interest expense plus the portion of the rent expense (one-third) estimated to represent interest expense. Earnings were inadequate to cover fixed charges in 1996 resulting in a deficiency of $1,982.
(5) Working capital represents total current assets less total current liabilities. Working capital at September 30, 1997, 1996, 1995, 1994 and 1993 includes net current assets (liabilities) related to discontinued operations of ($1,536), ($1,975), $3,273, $15,882 and $12,084, respectively. Working capital at December 31, 1997 and 1996 includes net current (liabilities) related to discontinued operations of $(1,376) and $(1,801), respectively.
36

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA FOR MCNEILUS
The following table presents selected historical consolidated financial and other data of McNeilus as of and for the fiscal years ended February 28, 1997, 1995, 1994 and 1993, and the fiscal year ended February 29, 1996, which have been derived from the audited consolidated financial statements of McNeilus, and as of and for the nine months ended November 30, 1997 and 1996, which have been derived from the unaudited interim consolidated financial statements of McNeilus. The consolidated financial statements of McNeilus for the fiscal years 1997, 1996, 1995, 1994 and 1993 were audited by Larson, Allen, Weishair and Co., LLP, independent auditors. The interim consolidated financial statements of McNeilus as of and for the nine months ended November 30, 1997 and 1996 have been derived from, and should be read in conjunction with, the unaudited consolidated financial statements of McNeilus and the related notes thereto, included elsewhere herein. In the opinion of management, such interim consolidated financial statements reflect all adjustments (consisting only of normal and recurring adjustments) necessary to fairly present the information presented for such periods. The results of operations for the nine months ended November 30, 1997 are not necessarily indicative of the results of operations to be expected for the full fiscal year. The historical consolidated selected financial and other data set forth below should be read in conjunction with "Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations" and the historical consolidated financial statements of McNeilus and the related notes thereto included elsewhere herein.

                                                                                                                 NINE MONTHS
                                                             FISCAL YEAR ENDED                                      ENDED
                                  ------------------------------------------------------------------------      NOVEMBER 30,
                                  FEBRUARY 28,   FEBRUARY 29,   FEBRUARY 28,   FEBRUARY 28,   FEBRUARY 28,   -------------------
                                      1997           1996           1995           1994           1993         1997       1996
                                  ------------   ------------   ------------   ------------   ------------   --------   --------
                                                                      (DOLLARS IN THOUSANDS)
INCOME STATEMENT DATA:
Net sales.......................    $312,999       $331,359       $305,730       $211,010       $131,632     $246,774   $233,221
Cost of sales...................     257,163        281,790        259,437        175,021        109,011      203,690    191,930
                                    --------       --------       --------       --------       --------     --------   --------
    Gross profit................      55,836         49,569         46,293         35,989         22,621       43,084     41,291
Operating expenses:
  Selling.......................      12,286         10,823          9,339          8,743          6,668        9,868      9,804
  General and administrative....      16,806         16,634         19,980         15,065         10,843       15,976     15,049
                                    --------       --------       --------       --------       --------     --------   --------
    Total operating expenses....      29,092         27,457         29,319         23,808         17,511       25,844     24,853
                                    --------       --------       --------       --------       --------     --------   --------
  Income from operations........      26,744         22,112         16,974         12,181          5,110       17,240     16,438
Other income, net...............       2,124          2,949          1,999          2,776          3,128        3,037      1,760
Income from continuing
  operations before income
  taxes.........................      28,868         25,061         18,973         14,957          8,238       20,277     18,198
Provision for income taxes......      10,920          9,503          8,923          6,152          2,934        7,423      7,013
                                    --------       --------       --------       --------       --------     --------   --------
Income from continuing
  operations....................      17,948         15,558         10,050          8,805          5,304       12,854     11,185
Income from discontinued
  operations, net(1)............         117            271            849            604            473          602        421
                                    --------       --------       --------       --------       --------     --------   --------
Net income......................    $ 18,065       $ 15,829       $ 10,899       $  9,409       $  5,777     $ 13,456   $ 11,606
                                    ========       ========       ========       ========       ========     ========   ========
OTHER FINANCIAL DATA:
EBITDA(2).......................    $ 31,587       $ 27,597       $ 21,445       $ 16,491       $  8,857     $ 21,200   $ 20,541
EBITDA margin %(2)..............        10.1%           8.3%           7.0%           7.8%           6.7%         8.6%       8.8%
Depreciation and amortization...       4,077          4,286          3,399          2,740          2,165        2,812      3,005
Capital expenditures............       2,922          5,427          9,977          8,795          2,839        2,621      2,495
Net cash provided by (used in):
  Continuing operating
    activities..................      25,981         17,323          9,802         11,713         (2,231)      10,846     15,191
  Discontinued operating
    activities..................         117            271            849            502            473          602        421
  Investing activities..........     (17,799)       (38,353)       (32,704)       (32,078)        (1,802)       2,697    (20,365)
  Financing activities..........         556         26,001         22,241         28,512         (2,084)     (18,127)       486
BALANCE SHEET DATA:
Cash and cash equivalents.......    $ 24,743       $ 16,005       $ 11,034       $ 11,695       $  3,548     $ 20,159   $ 11,317
Working capital(3)..............      52,052         38,786         29,547         32,542         14,915       57,830     43,980
Total assets(1).................     304,220        293,395        231,460        176,378        116,451      274,720    291,744
Long-term debt-leasing,
  including current portion.....     121,570        107,664         77,478         58,774         33,534      113,639    120,315
Other long-term debt, including
  current portion...............       7,741         13,469         10,458         13,878            282        2,884     11,480
Stockholders' equity............      77,102         61,659         54,582         45,189         39,857       90,558     73,261	

37

(1) In December 1997, McNeilus entered into agreements to sell its ready-mix, credit life insurance and travel operations. The dispositions of these businesses have been accounted for as discontinued operations and accordingly, the financial statement data as of and for fiscal years ended February 28, 1997, 1995, 1994, 1993 and February 29, 1996, and for the nine months periods ended November 30, 1997 and 1996, has been restated to reflect these businesses as discontinued operations.
(2) EBITDA represents income from operations plus depreciation and amortization. Information concerning EBITDA has been included because management believes that EBITDA is generally accepted as providing useful information regarding a company's ability to service and/or incur debt. EBITDA should not be considered in isolation or as a substitute for net income, cash flows or other income or cash flow data prepared in accordance with generally accepted accounting principles or as a measure of a company's profitability or liquidity. The Company understands that, while EBITDA, is frequently used by securities analysts in the evaluation of companies, EBITDA, as used herein, is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the method of calculation. EBITDA is not intended as an alternative to cash flow from operating activities as a measure of liquidity, an alternative to net income as an indicator of operating performance or an alternative to any other measure of performance in conformity with generally accepted accounting principles. EBITDA margin percentage is calculated by dividing EBITDA by net sales.
(3) Working capital represents total current assets less total current liabilities. Working capital at February 28, 1997, 1995, 1994 and 1993, and February 29, 1996, and November 30, 1997 and 1996, includes no net assets (liabilities) related to discontinued operations.
38

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following contains Forward-Looking Statements. These statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those described in or suggested by any such statement. See "Disclosure Regarding Forward-Looking Statements."
HISTORICAL RESULTS OF OPERATIONS -- OSHKOSH
The following discussion provides additional information regarding the financial condition and results of operations of Oshkosh for the three-month periods ended December 31, 1997 and 1996 and for each of the fiscal years ended September 30, 1997, 1996 and 1995. The discussion should be read in conjunction with "Selected Historical Consolidated Financial Data for Oshkosh" and Oshkosh's historical consolidated financial statements and the notes thereto appearing elsewhere in this Offering Memorandum.
On December 8, 1997, Oshkosh entered into the Stock Purchase Agreement pursuant to which, on February 26, 1998, it acquired all of the outstanding capital stock of McNeilus and entered into related non-compete and ancillary agreements for an aggregate acquisition price of $250.0 million. At November 30, 1997, McNeilus had unrestricted cash of $17.7 million ($20.2 million less an estimated $2.5 million required capital and surplus at McNeilus' captive insurance subsidiary). The Stock Purchase Agreement required, among other things, that the selling stockholders of McNeilus prepay certain notes and purchase selected assets of McNeilus, which provided net proceeds to Oshkosh of approximately $16.1 million. As a result, management estimates that the effective cost to the Company in connection with the Acquisition was approximately $216.2 million. Concurrently with the consummation of the Acquisition, the Company consummated the Note Offering, established the Senior Credit Facility, applied the net proceeds from the Note Offering and the Senior Credit Facility to consummate the Acquisition, refinanced existing Oshkosh indebtedness, paid fees and expenses and established the Lease Financing Facility. The Acquisition has been recorded using the purchase method of accounting and McNeilus is being operated as a subsidiary of Oshkosh. Accordingly, the discussion and analysis of historical periods does not reflect the significant impact the Acquisition has had and will have on Oshkosh. See "The Transactions," "Business -- The Acquisition" and "Unaudited Pro Forma Condensed Consolidated Financial Statements."
Three Months Ended December 31, 1997 Compared to Three Months Ended December 31, 1996
Oshkosh reported net income of $3.1 million, or $0.38 per share, on sales of $151.8 million for the first quarter of fiscal 1998, compared to net income of $1.6 million, or $0.19 per share, on sales of $150.3 million for the first quarter of fiscal 1997.
Sales of commercial products decreased slightly in the first quarter of fiscal 1998 compared to the first quarter of fiscal 1997 while sales of defense products increased slightly. Commercial sales in the first quarter of fiscal 1998 decreased $2.7 million or 3.3% from the first quarter of fiscal 1997 to $80.5 million. An increase in sales of fire trucks and other fire apparatus was more than offset by a decrease in sales of refuse vehicles and the elimination of sales of commercial van trailers as Oshkosh substantially exited this line of business. Sales of defense products totaled $71.3 million in the first quarter of fiscal 1998, an increase of $4.2 million or 6.3% as compared to the first quarter of fiscal 1997. The increase in defense sales principally results from sales of LVS vehicles to the U.S. government. Management does not expect the increase in defense product sales to continue through the remainder of fiscal 1998.
Gross income in the first quarter of fiscal 1998 totaled $22.3 million or 14.7% of sales compared to $19.6 million or 13.0% in the first quarter of fiscal 1997. Fiscal 1997 first quarter margins were adversely affected by increased warranty and other costs related to refuse vehicle sales.
Operating expenses totaled $14.9 million or 9.8% of sales in the first quarter of fiscal 1998 compared to $13.2 million or 8.7% of sales in the first quarter of fiscal 1997. The increase in operating expenses in the first quarter of fiscal 1998 relates principally to increased selling expenses of Pierce associated with its growth in fire apparatus sales.
39

Interest expense decreased to $2.5 million in the first quarter of fiscal 1998 compared to $3.6 million in the first quarter of fiscal 1997 due to accelerated payments against the term loan used to finance the acquisition of Pierce.
The effective income tax rate for combined federal and state income taxes for the first quarter of fiscal 1998 was 38.4% compared to 47.1% for the first quarter of fiscal 1997. Fiscal 1998 benefitted from the reversal of $0.3 million of income tax provisions recognized in earlier periods.
Additional Acquisition
In addition to the Acquisition, on December 19, 1997, Oshkosh through its wholly-owned subsidiary, Pierce, acquired certain inventory, machinery and equipment, and intangible assets of Nova Quintech, a manufacturer of aerial ladders, with available cash of $3.5 million.
Fiscal Year Ended September 30, 1997 Compared to Fiscal Year Ended September 30, 1996
Oshkosh reported net income of $10.0 million, or $1.18 per share, on sales of $683.2 million for the year ended September 30, 1997, compared to a net loss of $3.1 million, or $0.35 per share, on sales of $413.5 million for the year ended September 30, 1996. The fiscal 1997 results include a full year of sales and earnings of Pierce, a leading manufacturer and marketer of fire trucks and other fire apparatus in the U.S., which was acquired on September 18, 1996 (see "-- Acquisitions"). The fiscal 1996 results were adversely affected by after-tax charges of $11.3 million, including $3.2 million related to a defense subcontract to Steeltech Manufacturing, Inc. ("Steeltech"), $3.5 million associated with Oshkosh's Mexican bus affiliates, and warranty and other related costs of $4.6 million. In fiscal 1996, Oshkosh also recognized after-tax benefits of $2.0 million on the reversal of income tax provisions and related accrued interest.
Sales of both commercial and defense products increased in fiscal 1997 compared to fiscal 1996. Commercial sales in fiscal 1997 were $394.6 million, an increase of $232.6 million, or 143.6% from 1996, principally due to inclusion of a full year of Pierce sales in fiscal 1997. Commercial export sales totaled $20.7 million and $20.4 million, respectively, in fiscal 1997 and fiscal 1996. Sales of defense products totaled $288.6 million in fiscal 1997, an increase of $37.2 million, or 14.8% compared to fiscal 1996. The increase in defense sales is primarily due to an increase in sales of ISO-Compatible Palletized Flatracks ("IPF"), which are being produced by Steeltech, from $8.7 million in fiscal 1996 to $41.4 million in fiscal 1997. Defense export sales also increased to $16.6 million in fiscal 1997 compared to $2.1 million in fiscal 1996.
Gross income in fiscal 1997 totaled $88.8 million, or 13.0% of sales, compared to $35.1 million, or 8.5% of sales, in fiscal 1996. The increase in gross income in fiscal 1997 was principally due to increased sales volume as a result of the acquisition of Pierce. In addition, fiscal 1996 gross income was reduced by pre-tax charges of $5.1 million related to production delays and cost overruns associated with the IPF subcontract to Steeltech and increased warranty and other related costs of $5.5 million (pre-tax).
Operating expenses totaled $60.1 million, or 8.8% of sales, in fiscal 1997 compared to $38.7 million, or 9.4% of sales, in fiscal 1996. The increase in operating expenses in fiscal 1997 related principally to the operating expenses of Pierce and amortization of goodwill and other intangible assets associated with the acquisition of Pierce. Oshkosh recognized pre-tax charges of $3.2 million in fiscal 1996 to write off its investment in Steeltech and to write off its remaining investments and advances associated with its Mexican bus affiliates due to prolonged weakness in the Mexican economy and continuing high losses and high leverage reported by the Mexican affiliates.
Interest expense increased to $12.7 million in fiscal 1997 compared to $0.9 million in fiscal 1996 as a result of the financing for the Pierce acquisition (see "-- Liquidity and Capital Resources").
Miscellaneous expense was $0.3 million in fiscal 1997 compared to miscellaneous income of $1.5 million in fiscal 1996. The miscellaneous income in fiscal 1996 arose primarily from the reversal of accrued interest related to income taxes.
40

The provision for income taxes in fiscal 1997 was $6.5 million, or 39.4% of pre-tax income, compared to a credit for income taxes of $1.7 million in fiscal 1996. Fiscal 1997 and fiscal 1996 benefitted from the reversal of $0.9 million and $1.0 million, respectively, of income tax provisions recognized in earlier periods. In addition, the effective income tax rate in fiscal 1997 was adversely affected by non-deductible goodwill of $2.6 million arising from the Pierce acquisition.
The $2.9 million after-tax loss from discontinued operations ($4.7 million pre-tax) in fiscal 1996 resulted from the write-off of receivables of $2.6 million (pre-tax) related to the company's Mexican bus affiliates and from a $2.1 million pre-tax charge for additional warranty and other related costs with respect to Oshkosh's former U.S. chassis business which was sold in June 1995.
Fiscal Year Ended September 30, 1996 Compared to Fiscal Year Ended September 30, 1995
Oshkosh reported a net loss of $3.1 million, or $0.35 per share, on sales of $413.5 million for the year ended September 30, 1996, compared to net income of $9.2 million, or $1.04 per share, on sales of $438.6 million for the year ended September 30, 1995. The fiscal 1996 results were adversely affected by after-tax charges of $11.3 million, including $3.2 million related to Steeltech, $3.5 million associated with the company's Mexican bus affiliates, and warranty and other related costs of $4.6 million. Oshkosh also recognized after-tax benefits of $2.0 million on the reversal of income tax provisions and related accrued interest in fiscal 1996. During the third quarter of fiscal 1995, Oshkosh sold its chassis manufacturing business in the U.S. and its interest in a joint venture in Mexico producing chassis for the Mexican market to Freightliner Corporation ("Freightliner"). The activities of these businesses are reported as discontinued operations and resulted in a charge to income in fiscal 1995. In fiscal 1996, further after-tax charges of $1.3 million were reported with respect to warranty and other related costs of the discontinued operations. The results of Pierce from the date of acquisition to September 30, 1996, which were not material, have been included in the consolidated results of Oshkosh.
Sales of both commercial and defense products declined in fiscal 1996 compared to fiscal 1995. Commercial sales in fiscal 1996 decreased $14.8 million, or 8.4%, from fiscal 1995 to $162.0 million, primarily due to a decline in sales of commercial van trailers of $31.7 million as Oshkosh substantially exited this line of business. Sales of all other commercial product lines increased in fiscal 1996. Commercial export sales totaled $20.4 million and $17.5 million, respectively, in fiscal 1996 and fiscal 1995. Sales of defense products totaled $251.5 million in fiscal 1996, a decrease of $10.3 million, or 3.9%, compared to fiscal 1995. The decrease in defense sales was a result of delays in production of IPFs. Defense export sales were $2.1 million in fiscal 1996 compared to $1.6 million in fiscal 1995.
Gross income in fiscal 1996 totaled $35.1 million, or 8.5% of sales, compared to $54.0 million, or 12.3% of sales, in fiscal 1995. Fiscal 1996 margins were reduced by pre-tax charges of $5.1 million ($3.1 million in the third quarter and $2.0 million in the fourth quarter) related to production delays and cost overruns associated with a subcontract to Steeltech (see below), increased warranty and other related costs of $5.5 million (pre-tax) of which $2.1 million was recorded in the fourth quarter, and lower volume.
Oshkosh subcontracted production under an $85 million IPF contract for the U.S. Army to Steeltech, a minority-owned firm, pursuant to Department of Defense regulations under the IPF contract. Due to financial difficulties encountered by Steeltech, Oshkosh advanced working capital requirements to Steeltech in fiscal 1995 and 1996. As a result of delays in the start-up of full-scale production under the IPF contract, Oshkosh wrote off advances of $3.1 million and its investment in Steeltech of $.2 million in the third quarter of fiscal 1996 based on projections of Steeltech's cash flows through completion of the IPF subcontract.
At June 30, 1996, Oshkosh believed that it was not necessary to write-off its 50% interest in a joint venture that leased equipment to Steeltech nor provide for its guarantee of the joint venture's debt, because Steeltech was current with respect to its lease payments, and Oshkosh believed the equipment could be sold at a value which would permit Oshkosh to recover its investment in the joint venture. However, by September 30, 1996, Oshkosh concluded that Steeltech would not likely achieve and sustain adequate cash flow to satisfy the lease payments. Additionally, after further investigation, Oshkosh determined that the equipment could not likely be sold at a value adequate to recover Oshkosh's investment and satisfy the joint venture's
41

debt. Accordingly, Oshkosh wrote-off its investment in the joint venture and accrued its guarantee at September 30, 1996 in an aggregate amount of $2.0 million.
Operating expenses totaled $38.7 million, or 9.4% of sales, in fiscal 1996 compared to $34.7 million, or 7.9% of sales, in fiscal 1995. The company recognized pre-tax charges of $3.2 million in fiscal 1996 to write off its investment in Steeltech of $.2 million (see above) and to write off its remaining investments and advances associated with its Mexican bus affiliates of $3.0 million.
Miscellaneous income increased to $1.5 million in fiscal 1996 compared to miscellaneous expense of $0.5 million in fiscal 1995 as a result of the reversal of accrued interest related to income taxes in fiscal 1996.
The credit for income taxes totaled $1.7 million in fiscal 1996, benefiting from the reversal of $1.0 million in income tax provisions recognized in earlier periods, compared to a provision for income taxes of $7.3 million in fiscal 1995.
The $2.9 million after-tax loss from discontinued operations ($4.7 million pre-tax) in fiscal 1996 resulted from the write-off of receivables of $2.6 million (pre-tax) related to Oshkosh's Mexican bus affiliates and from a $2.1 million pre-tax charge for additional warranty and other related costs with respect to Oshkosh's former U.S. chassis business which was sold in June 1995. The $2.4 million after-tax loss from discontinued operations in fiscal 1995 reflects losses on the sale of Oshkosh's former U.S. chassis business and from the sale of an interest in a former Mexican bus affiliate.
Acquisitions
On September 18, 1996, Oshkosh acquired for cash all of the issued and outstanding stock of Pierce, a leading manufacturer and marketer of fire trucks and other fire apparatus in the U.S. The acquisition price of $156.9 million, including acquisition costs and net of cash acquired, was financed from borrowings under a bank credit facility. On November 9, 1995, Oshkosh through its wholly-owned subsidiary, Summit Performance Systems, Inc., acquired the inventory, land, buildings, machinery and equipment, and technology of Friesz Manufacturing Company, a manufacturer of concrete mixer systems and related aftermarket replacement parts, from available cash for $3.9 million.
HISTORICAL RESULTS OF OPERATIONS -- MCNEILUS
The following discussion provides additional information regarding the results of operations of McNeilus for the nine-month periods ended November 30, 1997 and 1996 and for each of the fiscal years ended February 28, 1997, February 29, 1996 and February 28, 1995. The discussion should be read in conjunction with "Selected Historical Consolidated Financial Data for McNeilus" and McNeilus' historical consolidated financial statements and the notes thereto appearing elsewhere in this Offering Memorandum.
McNeilus sells concrete mixers mounted on truck chassis ("mixers") and concrete mixers only ("mixer only"). McNeilus also sells refuse packer units mounted on truck chassis ("packers") and packer units only ("packer only"). McNeilus' product lines also include ready-mix concrete mixer plants, as well as replacement parts for all of McNeilus' products. McNeilus sells its products to third parties and its lease financing subsidiary, MFSI.
On December 8, 1997, the shareholders of McNeilus executed a definitive agreement pursuant to which, on February 26, 1998, they sold all of the outstanding capital stock of McNeilus to Oshkosh. The Stock Purchase Agreement provided for the sale of certain of McNeilus' operating subsidiaries prior to the consummation of the transaction with Oshkosh. As a result, McNeilus has accounted for the subsidiaries being sold as discontinued operations and, accordingly, prior period financial statements of McNeilus have been reclassified to reflect the discontinuation of these operations. Other than this reclassification, the discussion and analysis of historical periods does not reflect the significant impact the Acquisition is expected to have on McNeilus. See "Unaudited Pro Forma Condensed Consolidated Financial Statements."
42

Nine Months Ended November 30, 1997 Compared to Nine Months Ended November 30, 1996
McNeilus reported net income of $13.5 million for the nine months ended November 30, 1997 compared to net income of $11.6 million for the nine month period ended November 30, 1996.
Net sales for the nine months ended November 30, 1997 increased by $13.6 million or 5.8% over the prior year period to $246.8 million. Total unit volume was comparable between periods, and the impact on net sales from significant increases in packer only volume and increases in mixer and packer unit volumes was offset by decreases in mixer only sales.
Gross profit for the nine months ended November 30, 1997 totaled $43.1 million or 17.5% of net sales compared to $41.3 million or 17.7% of net sales for the nine months ended November 30, 1996. The gross margin decrease was principally as a result of the sale of a relatively lower proportion of higher margin mixer only sales.
Operating expenses for the nine months ended November 30, 1997 increased to $25.8 million or 10.5% of net sales compared to $24.9 million or 10.7% of net sales for the nine months ended November 30, 1996, generally reflecting the higher sales volume.
Net other income (which includes net leasing income) increased to $3.0 million for the nine months ended November 30, 1997 from $1.8 million for the nine months ended November 30, 1996, primarily because interest expense decreased due to lower average borrowings outstanding.
Fiscal Year Ended February 28, 1997 Compared to Fiscal Year Ended February 29, 1996
McNeilus reported net income of $18.1 million in fiscal 1997 compared to net income of $15.8 million in fiscal 1996.
Net sales in fiscal 1997 decreased $18.4 million or 5.5% from fiscal 1996 to $313.0 million. The decrease resulted primarily from a substantial decrease in packer and packer only sales as certain of McNeilus' largest commercial customers curtailed capital spending. Mixer and mixer only sales in the aggregate decreased 2.6% due to a shift in unit volume from mixer sales, which include the price of the truck chassis, to mixer only sales, which are sold without the truck chassis.
Gross profit for fiscal 1997 totaled $55.8 million or 17.8% of net sales compared to $49.6 million or 15.0% of net sales for fiscal 1996. Gross profit increased due to the relatively higher proportion of mixer and mixer only sales, which have higher overall margins compared to packer and packer only sales. Improvements in manufacturing efficiencies and lower warranty expense also helped improve gross profit.
Operating expenses for fiscal 1997 increased to $29.1 million or 9.3% of net sales compared to $27.5 million or 8.3% of net sales for fiscal 1996, primarily due to increased advertising and bonuses.
Net other income for fiscal 1997 decreased to $2.1 million from $2.9 million in fiscal 1996 because interest expense increased due to higher average borrowings.
Fiscal Year Ended February 29, 1996 Compared to Fiscal Year Ended February 28, 1995
McNeilus reported net income of $15.8 million in fiscal 1996 compared to net income of $10.9 million in fiscal 1995.
Net sales in fiscal 1996 increased $25.7 million or 8.4% from fiscal 1995 to $331.4 million. Mixer and mixer only sales were down slightly, while packer and packer only sales were up substantially in fiscal 1996 compared to fiscal 1995. The increase in packer and packer only sales was primarily due to the continued expansion of the McNeilus packer product line which permitted increased sales to large commercial customers.
Gross profit for fiscal 1996 totaled $49.6 million or 15.0% of net sales compared to $46.3 million or 15.1% of net sales for fiscal 1995. Gross profit increased primarily as a result of higher sales volume, as gross margin decreased slightly because of the shift in mix toward lower margin packer product sales.
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Operating expenses for fiscal 1996 decreased to $27.5 million or 8.3% of net sales compared to $29.3 million or 9.5% of net sales for fiscal 1995, principally due to a decrease in charitable contribution expense.
Net other income for fiscal 1996 increased $0.9 million from fiscal 1995 to $2.9 million primarily as a result of increased interest income.
LIQUIDITY AND CAPITAL RESOURCES
Pro Forma
Assuming consummation of the Transactions as of December 31, 1997, the Company would have had pro forma Indebtedness of approximately $366.3 million (including the Notes, but excluding additional borrowings available under the revolving credit portion of the Senior Credit Facility). At the Closing, the following amounts were drawn under the Senior Credit Facility: (i) $100.0 million on Term Loan A, which matures in six years; (ii) $62.5 million on Term Loan B, which matures in seven years; (iii) $62.5 million on Term Loan C, which matures in eight years; and (iv) on a pro forma basis at December 31, 1997, approximately $13.0 million on the $100.0 million Revolving Credit Facility, which matures in six years. The undrawn amount under the Revolving Credit Facility is available for working capital and general corporate purposes, including the issuance of letters of credit, which were approximately $8 million. After giving effect to the Transactions, the Company had approximately $79 million of availability under the terms of the Revolving Credit Facility on a pro forma basis. The Company's primary cash requirements include working capital, interest and principal payments on indebtedness, capital expenditures, dividends and potentially future acquisitions. The primary sources of cash are cash flow from operations and borrowings under the Senior Credit Facility. Based upon current and anticipated future operations, the Company believes that capital resources will be adequate to meet future working capital, debt service and other capital requirements. There can be no assurance, however, that the Company's business will generate cash flow that, together with the other sources of capital, will enable the Company to meet those requirements.
The Company's cash flow from operations has, and will likely continue to, fluctuate significantly from period to period as the Company uses working capital when producing orders and generates working capital when shipping those orders. For example, the Company's use ($16.2 million) of cash in operations in 1996 and generation of $65.8 million in cash in 1997 resulted in significant part from a substantial increase in inventories in 1996 and a corresponding decrease in inventories in 1997, as certain large orders produced during 1996 were shipped during the first quarter of fiscal 1997. Similarly, if received, an award of the MTTR or any other major DoD contract would likely entail increases in the Company's working capital needs as it uses working capital to produce vehicles or other equipment for shipment.
The Leasing Partner entered into the Leasing Partnership effective February 26, 1998. The Leasing Partnership provides capital lease financing to customers of the Company. MFSI had historically provided lease financing to customers of McNeilus and, at the Closing, assigned its lease portfolio to the Leasing Partner, which contributed the portfolio to the Leasing Partnership. Under the terms of the Lease Partnership agreement, the Leasing Partner may be required to make future equity contributions to the Lease Partnership based upon its pro rata ownership interest and growth of the Leasing Partnership.
The Senior Credit Facility and the Indenture, and other instruments of the Company may, pose various restrictions and covenants on the Company that could potentially limit the Company's ability to respond to market conditions, to provide for unanticipated capital investments, to raise additional debt or equity capital or to take advantage of business opportunities. See "Description of Indebtedness -- Senior Credit Facility" and "Description of the New Notes -- Certain Covenants."
The Senior Credit Facility accrues interest at variable rates. The Company presently has no plans to enter into interest rate swap arrangements to limit its exposure to future increases in interest rates.
The Company's capital expenditures for fiscal years 1998 through 2000 are expected to be approximately $12.0 to $15.0 million annually.
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The Company expects to continue to pay regular quarterly dividends of $.10875 per share of Class A Common Stock and $.125 per share for Common Stock, although the Company's ability to do so may be limited by the covenants concerning restricted payments in the Indenture and the Senior Credit Facility.
Historical
On September 18, 1996, Oshkosh entered into a bank credit agreement (the "Existing Bank Credit Agreement") to finance the acquisition of Pierce and to refinance a previous revolving credit facility. The Existing Bank Credit Agreement initially consisted of a $150 million term loan which required annual principal payments of $15 million through fiscal 2002 and a final payment of $60 million on September 30, 2003, and a $50 million revolving credit facility for working capital purposes which would have expired on September 30, 1999. Through December 31, 1997, Oshkosh made the $15 million principal payments due in September 1997 and 1998, and paid another $25 million which was prorated against the principal payments required in fiscal 1999 through fiscal 2003. At December 31, 1997, Oshkosh had borrowings under the revolving credit facility of $7.8 million and $8.2 million of standby letters of credit which reduced available capacity under the revolving credit facility to $34.0 million. The total of all term loan and revolving credit facility borrowings, excluding letters of credit, would have been required to be reduced to or below $145.0 million and $130.0 million for 60 consecutive days in fiscal 1998 and 1999, respectively.
On May 2, 1997, Oshkosh and Freightliner formally terminated a strategic alliance formed on June 2, 1995. Oshkosh repurchased from Freightliner 350,000 shares of its Common Stock and 1,250,000 warrants for the purchase of additional shares of Common Stock for a total of $6.8 million. Oshkosh and Freightliner will continue to supply each other with parts and components.
STOCK BUYBACK
In July 1995, Oshkosh's Board of Directors authorized the repurchase of up to 1,000,000 shares of Common Stock. As of December 31, 1997, Oshkosh had purchased 461,535 shares under this program at a cost of $6.6 million. The Indenture and the Senior Credit Facility will contain covenants which will limit such repurchases after the consummation of the Transactions.
YEAR 2000
Certain of the Company's older computer programs were written using two digits rather than four to define the applicable year. As a result, those computer programs may misinterpret a date using "00" as the year 1900 rather than the year 2000. This could cause a system failure, miscalculations or other disruptions in the business.
Oshkosh maintains two primary computer systems at its Oshkosh operations and one at its Pierce operations. Oshkosh is planning to install upgrades to its present computer systems at Oshkosh by December 31, 1998. At Pierce, Oshkosh has commenced a project, with outside consultants, to install new hardware and software by February 1, 1999, to replace an obsolete hardware and software system. The total cost of these projects during fiscal 1998 and 1999 is estimated at approximately $6.6 million which includes $6.3 million for the purchase of new hardware and software that will be capitalized and $0.3 million that will be expensed as incurred. Oshkosh believes that following the completion of these projects, the year 2000 issue will not pose significant disruptions to its business; however, if such projects are not completed on a timely basis, the year 2000 could have a material impact on the operations of Oshkosh.
McNeilus has entered into an agreement with an outside consultant to upgrade its present computer systems by August 1998. The total cost of this upgrade, which is intended to, among other things, prevent any disruptions related to year 2000 issues, is estimated at approximately $400,000 and will be expensed. The Company believes that following the conclusion of this upgrade, the year 2000 issue will not pose significant disruptions to McNeilus' business; however, if such upgrades are not completed on a timely basis, the year 2000 could have a material impact on the operations of McNeilus.
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NEW ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income." SFAS No. 130 establishes the standards for reporting and displaying comprehensive income and its components (revenues, expenses, gains, and losses) as part of a full set of financial statements. This statement requires that all elements of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. The statement is effective for fiscal years beginning after December 15, 1997. Since this statement applies only to the presentation of comprehensive income, it will not have any impact on the Company's results of operations, financial position or cash flows.
In June 1997, the Financial Accounting Standards Board also issued SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." SFAS No. 131 establishes the standards for the manner in which public enterprises are required to report financial and descriptive information about their operating segments. The statement defines operating segments as components of an enterprise for which separate financial information is available and evaluated regularly as a means for assessing segment performance and allocating resources to segments. A measure of profit or loss, total assets and other related information are required to be disclosed for each operating segment. In addition, this statement requires the annual disclosure of information concerning revenues derived from the enterprise's products or services, countries in which it earns revenue or holds assets, and major customers. The statement is also effective for fiscal years beginning after December 15, 1997. The adoption of SFAS No. 131 will not affect the Company's results of operations or financial position, but will affect the disclosure of segment information.
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BUSINESS
THE COMPANY
The Company is a leading designer, manufacturer and marketer of a broad range of fire apparatus and specialty commercial and military trucks under the "Oshkosh," "Pierce," "McNeilus" and "MTM" trademarks. The Company's custom and commercial fire apparatus include pumpers, aerial and ladder trucks, tankers, heavy-duty rescue vehicles, wildland rough terrain response vehicles and ARFF vehicles. The Company's commercial truck lines include refuse truck bodies, rear- and forward-discharge concrete mixers and snow removal vehicles. As the leading manufacturer of severe-duty heavy tactical trucks for the DoD, the Company manufactures vehicles that perform a variety of demanding tasks such as hauling tanks, missile systems, ammunition, fuel and cargo for combat units. For the twelve months ended December 31, 1997, on a pro forma basis, the Company generated net sales of $1,011.3 million and EBITDA of $79.4 million.
The Company's objective is to continue to enhance market positions by providing innovative design, sophisticated engineering, efficient, low-cost manufacturing, extensive distribution and superior customer service to its commercial, municipal and military customers within its core markets.
COMPETITIVE STRENGTHS
The following competitive strengths support the Company's business strategy:
Strong Market Positions. The Company has developed strong market positions in each of its core businesses, which management attributes to the Company's reputation for innovation, vehicle performance, reliability and customer service. The Company has the leading share of the severe-duty heavy tactical truck segment of the domestic defense truck market, and also believes it has a leading share in: (i) custom and commercial fire apparatus, including pumpers, aerial and ladder trucks, tankers, heavy duty rescue, wildland rough terrain response vehicles and ARFF vehicles for the domestic fire apparatus market; (ii) the domestic refuse truck body market; (iii) the domestic rear- and forward-discharge concrete mixer markets; and (iv) the domestic airport snow removal vehicle market. The Company intends to continue to strengthen its market share by capitalizing on its strong reputation, introducing innovative products and services and leveraging its extensive distribution capabilities.
Extensive Distribution Capabilities. With the addition of the commercial and municipal distribution capabilities of Pierce and McNeilus, the Company has established an extensive domestic and international distribution system for specialty trucks and truck bodies covering over 70 countries. In addition to its network of dealers and distributors, the Company employs over 100 in-house sales and service representatives. Management believes the Company's broad distribution system has enabled the Company to: (i) maximize sales of new products and technologies: (ii) become a benchmark for government customers in establishing their bid specifications; (iii) provide customer service on a national and international scale; and (iv) reduce distribution expenses through significant economies of scale.
Flexible and Efficient Manufacturing. The Company believes it has competitive advantages over larger truck manufacturers in its specialty truck markets due to its manufacturing flexibility and custom fabrication capabilities. For example, the Company has successfully configured its defense truck and fire apparatus manufacturing plants for the simultaneous manufacture of many different types and models of vehicles on the same assembly line. In addition, the Company believes it has a competitive advantage over smaller competitors due to its: (i) manufacturing in relatively higher volumes; (ii) purchasing power across its product lines; and (iii) investing in fixturing and robotics to improve efficiency and reduce costs.
Quality Products and Customer Service. Oshkosh, Pierce and McNeilus have each developed strong brand recognition based on their commitments to meet the stringent product quality and reliability requirements of their customers and the specialty truck markets they serve. The Company's commitment to product quality is exemplified by the ISO 9001 certification of Oshkosh. Pierce is targeting achievement of ISO 9001 certification in 1998. The Company also achieves high quality customer service through its
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extensive service and parts support program, which is available to domestic customers 365 days a year in all product lines throughout the Company's distribution systems.
Proprietary Components. The Company's advanced design and engineering capabilities have contributed to the development of proprietary, severe-duty components which enhance truck performance, reduce manufacturing costs and strengthen customer relationships. These proprietary components include front drive and steer axles, transfer cases, cabs, the ALL-STEER electronic all-wheel steering system, central tire inflation, independent suspension, the Sky-Arm articulating aerial ladder and the McNeilus Auto Reach Arm. Management believes these proprietary components provide the Company a competitive advantage by increasing its vehicles' durability, operating efficiency and vehicle effectiveness. The integration of many of these components across various certain product lines also reduces the Company's costs to manufacture its products compared to manufacturers who simply assemble purchased components.
BUSINESS STRATEGY
The Company is focused on increasing its net sales, profitability and cash flow by capitalizing on its competitive strengths. Key elements of the Company's business strategy include:
Focusing on Specialized Truck Markets. The Company plans to continue its focus on those specialized truck and truck body markets where it has strong market positions and where the Company can leverage synergies in purchasing, manufacturing, technology and distribution. The Company's objective is to achieve and maintain market leadership through internal growth and strategic acquisitions. Management believes the higher sales volumes associated with market leadership would allow the Company to continue to enhance productivity in manufacturing operations, fund innovative product development and invest in further expansion.
Expanding Distribution and International Sales. The Company plans to add new distribution capabilities for the municipal segment of the refuse truck body market and in targeted geographic areas in the domestic fire apparatus market. The Company intends to increase international sales beyond the $58.9 million pro forma volume achieved in the twelve months ended December 31, 1997 by introducing McNeilus refuse truck bodies, rear-discharge concrete mixers and ready-mix batch plants to international markets and by continuing the expansion of Pierce's international customer base through the Company's expanding international distribution capabilities.
Reducing Costs While Maintaining Quality. The Company actively benchmarks its competitors' costs and best industry practices, and continuously seeks to implement process improvements to increase cash flow and improve profitability. With each of its acquisitions, the Company has established cost reduction targets. At Pierce, the Company exceeded its first-year cost reduction target of $3.4 million in fiscal 1997 as a result of consolidating facilities, reengineering the manufacturing process and leveraging increased purchasing power. The Company is planning for additional cost savings at Pierce in fiscal 1998. The Company intends to improve efficiencies after the acquisition of McNeilus by taking advantage of the Company's greater purchasing power and by developing additional manufacturing synergies across product lines.
Introducing New Products. The Company has increased its emphasis on new product development in recent years, and seeks to expand sales by introducing new or improved products in its core markets, either through internal development or strategic acquisition. For example, in December 1997, the Company purchased the aerial fire apparatus product line of Nova Quintech, a division of Nova Bus Corporation. This acquisition broadened Pierce's aerial product line and is expected to provide Pierce with three new products in the first half of calendar 1998.
Diversifying DoD Contracts. The Company is seeking to diversify its business with the DoD beyond its traditional contracts relating to the manufacture of severe-duty heavy tactical trucks. Management believes the Company has a reputation within the DoD for advanced engineering, quality manufacturing and vehicle performance that will assist the Company in obtaining contracts to provide other types of vehicles to the DoD. For example, the Company was one of two manufacturers selected to participate in a DoD program to produce upgraded medium-duty prototype vehicles for the MTTR program. The Company expects the testing and
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validation phase for the MTTR program to conclude in the first half of 1998 and the initial production contract to be awarded to the Company or the competing bidder in the fourth quarter of 1998. The Company is also one of two manufacturers competing for the DoD's FMTV contract. The Company and the other participating manufacturer are currently preparing prototype FMTV trucks for testing by the DoD.
Increasing Aftermarket Sales and Service. The Company is focused on increasing its aftermarket sales and service revenues. In the fire apparatus and commercial truck markets, the Company has expanded and plans to continue to expand its refurbishment facilities and parts distribution capabilities. In the defense truck market, the Company plans to continue to pursue parts and maintenance contracts for upgrading and reconditioning trucks at both domestic and international U.S. military bases.
Pursuing Strategic Acquisitions. Following the integration of McNeilus, the Company intends to selectively pursue additional strategic acquisitions, both domestically and internationally, in order to enhance its product line and expand its international presence in specialized truck markets. The Company intends to focus its acquisition strategy in specialty truck and truck body markets where it can enhance its strong market positions and achieve significant acquisition synergies.
THE ACQUISITION
On December 8, 1997, Oshkosh entered into the Stock Purchase Agreement pursuant to which, on February 26, 1998, it acquired all of the outstanding capital stock of McNeilus and entered into related non-compete and ancillary agreements for an aggregate acquisition price of $250.0 million. At November 30, 1997, McNeilus had unrestricted cash of $17.7 million ($20.2 million less an estimated $2.5 million required for capital and surplus at McNeilus' captive insurance subsidiary). The Stock Purchase Agreement required, among other things, that the selling stockholders of McNeilus prepay certain notes and purchase selected assets of McNeilus, which provided net proceeds to Oshkosh of approximately $16.1 million. As a result, management estimates that the effective cost to the Company in connection with the Acquisition was approximately $216.2 million. Concurrently with the consummation of the Acquisition, the Company consummated the Note Offering, established the Senior Credit Facility, applied the net proceeds from the Note Offering and the Senior Credit Facility to consummate the Acquisition, refinanced existing Oshkosh indebtedness, paid fees and expenses and established the Lease Financing Facility.
PRODUCTS AND MARKETS
Following the Pierce and McNeilus acquisitions, the Company is focused on the following core specialty truck and truck body markets:
Fire Apparatus. The Company, through Pierce, is among the leading domestic manufacturers of custom and commercial fire apparatus. The Company primarily serves domestic governmental markets, but also sells fire apparatus to airports, universities and large industrial companies. In addition, the Company sells fire apparatus in international markets. Pierce's history of research and development in consultation with firefighters has resulted in a broad product line that features a wide range of innovative, high-quality custom and commercial firefighting equipment with advanced fire suppression capabilities. The Company's engineering expertise also allows it to design its vehicles to meet stringent government regulations for safety and effectiveness.
Refuse Truck Bodies. Management believes the Company, through McNeilus, is a leading domestic manufacturer of refuse truck bodies for the waste services industry. The Company manufactures a wide range of automated rear, front, side and top loading refuse truck bodies, which the Company mounts on commercial chassis. The Company sells its refuse vehicles primarily to commercial waste management companies. Management believes the Company's refuse vehicles have a reputation for efficient, cost-effective, dependable operation that supports the Company's continued expansion into municipal and international markets.
Concrete Mixers and Snow Removal Vehicles. Management believes the Company is a leading domestic manufacturer of rear- and forward-discharge concrete mixers. The Company sells rear- and forward-discharge concrete mixers and portable concrete mixer plants to construction companies throughout the United States
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and internationally. Management believes the Company is one of the only domestic concrete mixer manufacturers that markets both rear- and forward-discharge concrete mixers.
The Company is also among the leading domestic manufacturers of snow removal vehicles for airports. The Company's specially designed airport snow removal vehicles can cast up to 4,000 tons of snow per hour and are used by some of the largest airports in the United States, such as Denver International Airport, LaGuardia International Airport, Minneapolis-St. Paul International Airport and O'Hare International Airport. Management believes the reliability of the Company's high performance snow removal vehicles contribute to its strong market position.
Defense Trucks. The Company has sold products to the DoD for over 70 years and is the leading manufacturer of a broad line of severe-duty heavy tactical trucks for the DoD. The Company's proprietary military all-wheel drive product line includes: (i) the PLS, a highly mobile self-contained truck and trailer system that loads and unloads a wide range of cargo in a short period of time;
(ii) the HEMTT, a cross-country cargo and supply carrier that, among other tasks, is used for direct rearming of the Multiple Launch Rocket System, transport of Patriot erector/launchers, resupply of field artillery ammunition and refueling of tanks, trucks and helicopters in forward areas; (iii) the HET, the primary hauler of the M1A1 main battle tank and also a hauler of other tanks, fighting and recovery vehicles, self-propelled howitzers and construction equipment; and (iv) the LVS, a highly mobile cargo carrier with a maximum payload capacity of 20 tons. The Company also exports its severe-duty heavy tactical trucks to approved foreign customers.
The Company has developed a strong relationship with the DoD that has resulted in the Company operating under "family contracts" with the DoD for the PLS, HEMTT, HET and LVS and for DoD vehicle parts. Under the vehicle family contracts, the DoD orders a specified range of volume of trucks at fixed prices, which allows the Company to predict and plan its products and delivery schedules for vehicles. These family contracts were established in 1996 and 1997 and expire in fiscal years 1999 and 2000.

        MARKETS AND PRODUCTS                                     DESCRIPTION
        --------------------                                     -----------
Fire Apparatus Market
Custom Pumpers.......................    Firefighting apparatus that are equipped with a water tank,
                                         water pump, and foam system (optional). The Pierce line of
                                         custom pumpers is available on each of these custom chassis:
                                         - Quantum -- Flagship of the Pierce line. Features advanced
                                           ergonomics, unique styling, enhanced maneuverability, and
                                           a cab that seats up to 10 personnel.
                                         - Lance -- Features a split-tilt cab. High gross vehicle
                                         weight rating enables this truck to support aerial devices.
                                         - Dash 2000 -- Custom tilt cab, designed for comfort, space
                                         and maneuverability.
                                         - Saber -- Value-priced chassis featuring a tilt-cab, select
                                         options, and seating for up to 8 personnel.
                                         - Arrow -- Cab-forward design.
Commercial Pumpers...................    Firefighting apparatus that are equipped with a water tank,
                                         water pump and foam system (optional). Commercial pumpers
                                         have the firefighting bodies mounted on customer-specified
                                         commercial truck chassis.	

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        MARKETS AND PRODUCTS                                     DESCRIPTION
        --------------------                                     -----------
Aerial Apparatus.....................    Firefighting apparatus with an aerial device mounted on the
                                         body for access and rescues in elevated locations. These
                                         devices are available on the Pierce line of custom chassis.
                                         Products include:
                                         - 105' and 85' aerial platforms.
                                         - 75' and 105' heavy-duty ladders.
                                         - 105' super heavy-duty ladder.
                                         - 105' aerial tiller -- Tractor-drawn trailer has an aerial
                                         ladder mounted on the trailer and steering capability for
                                           the rear axle.
                                         - Sky Arm -- Four-section, 100-foot aerial ladder with an
                                         articulating platform.
                                         - Sky Five -- Five-section aerial ladder that is available
                                         in rear- and mid-mount configurations. The Company believes
                                           that, at rest, this is the shortest 100-foot aerial ladder
                                           available.
                                         - Sky Boom -- Elevated water tower boom with an attached
                                         ladder. Available in 55' and 60' lengths.
Rescue Vehicles......................    These units are designed to carry personnel and large
                                         quantities of equipment. Pierce rescue vehicles are used for
                                         extrication, water rescue, hazardous materials response,
                                         fire fighting, command center, and lighting operations.
Mini-Pumper..........................    This initial response vehicle is a fast, lightweight,
                                         scaled-down version of full-sized pumper.
Elliptical Tanker....................    Elliptical tankers are used to transport large amounts of
                                         water to fire scenes and can be equipped with a variety of
                                         pumping packages so the vehicles can also be used as a front
                                         line of attack. Water capacity ranges from 1,500 to 5,000
                                         gallons.
Hawk Wildland Rapid Response
  Vehicle............................    Four-wheel-drive vehicle takes firefighters into off-road
                                         terrain that can be difficult or even unpassable for larger,
                                         two-wheel-drive pumpers. Designed specifically as a
                                         first-strike vehicle, the Hawk features a water tank, water
                                         pump, and a compressed air foam system.
Refuse Truck Body Market
Front Loader.........................    Refuse is loaded into a container at the front of the
                                         vehicle; the container is lifted by large arms and dumped
                                         into the body. The front loader can carry 40 to 43 cubic
                                         yards of refuse and is available on a selection of
                                         commercial chassis. A self-leveling system for keeping the
                                         container level during dumping cycle is optional.
Rear Loader..........................    McNeilus offers three different models of rear-loading
                                         refuse bodies. Refuse is loaded into the rear of the vehicle
                                         and compacted toward the front of the refuse body. McNeilus
                                         rear loaders can carry from 17 to 32 cubic yards of refuse.
Autoreach Automated Side Loader......    This refuse body features a boomless arm for loading large
                                         containers of refuse from the side of the vehicle. The
                                         side-loading arm is designed to articulate left to right and
                                         dump from any angle. The driver can keep the vehicle in one
                                         position after stopping for a pick-up rather than having to
                                         move the vehicle to put the arm in the proper position for
                                         lifting the next refuse container. The McNeilus Autoreach is
                                         available in 28-, 33- and 36-yard capacities and features a
                                         continuous packing cycle.	

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        MARKETS AND PRODUCTS                                     DESCRIPTION
        --------------------                                     -----------
Manual Side Loader...................    Designed for one-person refuse collection operations and can
                                         carry up to 33 cubic yards. The body can be loaded from
                                         either side and is typically mounted on a low-entry chassis.
Concrete Mixer and Snow Removal
Vehicle Market
F-Series.............................    Designed for a variety of severe-duty all-wheel drive
                                         applications, including rear-discharge concrete mixers,
                                         concrete block trucks, dry wall haulers, wall form trucks,
                                         digger derricks, aerial buckets and oil field service.
S-Series.............................    A forward-discharge concrete mixer that allows the driver to
                                         approach a job with greater visibility, improved placement
                                         and greater safety. The two-speed transfer case and front
                                         driving gear gives extra power to maneuver into tighter
                                         spots in any kind of terrain.
H-Series.............................    An airport snow removal vehicle that can clear 4,000 tons of
                                         snow per hour. Optional sweepers, blowers and plows are
                                         available.
P-Series.............................    A super heavy-duty frame vehicle that can break through
                                         heavily drifted snow. The vehicle also has the added
                                         flexibility of being durable enough to meet the demands of
                                         off-road applications.
Bridgemaster III.....................    Rear-discharge mixer featuring a trailing axle. This mixer
                                         lineup can carry from 9 to 11.5 cubic yards of concrete. The
                                         Bridgemaster IIIs are available on a variety of commercial
                                         truck chassis.
Standard Rear Discharge Mixer........    Rear-discharge concrete mixer that can handle from 4 to 11
                                         cubic yards and are available with a variety of axle
                                         configurations including tag axles. Options include remote
                                         pendant controls for controlling discharge near the rear of
                                         the vehicle.
Sliding Mixer System.................    Mounted on a trailer that can be extended up to 13 feet
                                         depending on the size of the mixer selected. It is designed
                                         for transport and large pours. It typically can carry 11 to
                                         13 yards of concrete.
Defense Truck Market
Heavy Expanded Mobility Tactical
  Truck ("HEMTT")....................    Cross-country cargo and supply carrier with maximum payload
                                         capacity of 11 tons. The HEMTT is used for direct rearming
                                         of the Multiple Launch Rocket System, transport of Patriot
                                         erector/launchers and resupply of field artillery ammunition
                                         and refueling of tanks, trucks and helicopters in forward
                                         areas.
Heavy Equipment Transporter
  ("HET")............................    Primary hauler of the M1A1 main battle tank and also
                                         transports other tanks, fighting and recovery vehicles,
                                         self-propelled howitzers and construction equipment.
Palletized Load System ('PLS").......    Cargo hauler with maximum payload capacity of 33 tons. The
                                         truck and trailer system hauls a variety of cargo and can
                                         load or unload in a short period of time.
Logistic Vehicle System ("LVS")......    Highly mobile cargo carriers with a maximum payload capacity
                                         of 20 tons. The LVS can carry military vehicles and supply
                                         containers over rough terrain and steep grades due to its
                                         separating chassis module design.	

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SALES AND DISTRIBUTION
The Company believes it differentiates itself from many of its larger competitors by tailoring its distribution to the needs of its specialized truck markets and from its smaller competitors with its national and global sales and service capabilities. Distribution personnel use demonstration trucks to show customers how to properly use the Company's trucks and truck bodies, compared to the showroom sales approach of the typical dealers of large truck manufacturers. The Company backs all products by same-day parts shipment, and its service technicians are available in person or by telephone to domestic customers 365 days a year. The Company believes that its dedication to keeping its trucks in-service in demanding conditions worldwide has contributed to customer loyalty.
The Company provides its salespeople, representatives and distributors with product and sales training on the operation and specifications of its products. The Company's engineers, along with its product managers, develop operating manuals and provide field support at truck delivery for certain markets.
Distributors, where used, enter into agreements with the Company that allow for termination by either party generally upon 90 days' notice. Distributors are not permitted to market and sell competitive products.
Fire Apparatus Market. The Company believes that the geographical breadth, size and quality of its fire apparatus sales and service organization are competitive advantages in a market characterized by a few large manufacturers and numerous small, regional competitors. Pierce's fire apparatus are sold through 38 sales and service organizations with more than 260 sales representatives nationwide, which combine broad geographical reach with frequency of contact with fire departments and municipal government officials. Management believes that frequency of contact and local presence are important to cultivate major, and typically infrequent, purchases involving the city or town council and fire department, purchasing, finance, and mayoral offices, among others, that may participate in a fire truck bid and selection. After the sale, Pierce's nationwide local parts and service capability is available to help municipalities maintain peak readiness for this vital municipal service.
Pierce primarily focused its sales efforts in rural and small suburban domestic markets prior to its acquisition by Oshkosh. Due to its expertise and long-standing relationships in numerous large urban markets, the Company has extended Pierce's sales focus into several key metropolitan areas. As a direct result of a targeted approach to major urban markets, Pierce was awarded the two largest U.S. fire truck contracts in its history in fiscal 1997.
Pierce substantially strengthened its competitive position overseas in fiscal 1997. Pierce's worldwide distribution network was expanded to include 43 international representatives. This network has delivered several new orders including the award in December 1997 of a $35 million contract for 130 custom fire trucks for Saudi Arabia to be delivered from November 1998 through October 1999.
The Company has invested in the development of sales tools for its representatives which it believes creates a competitive advantage in the sale of fire apparatus. For example, Pierce's Pride II PC-based sales tool can be used by its sales representatives to develop the detail specifications, price the base truck and options and draw the configured truck on the customer's premises. The quote, if accepted, is directly interfaced into Pierce's sales order systems.
Refuse Truck Body, Concrete Mixer and Snow Removal Vehicle Markets. Oshkosh maintains four distribution centers with 26 in-house sales and service representatives in the U.S. to sell and service its forward- and rear-discharge concrete mixers. All of the Oshkosh facilities provide full service, mounting and parts distribution to customers in their geographic regions, while two also have paint facilities. In addition, Oshkosh utilizes three independent distributors in this market. Oshkosh also maintains 22 full sales and service dealers focused on the sale of snow removal vehicles, principally to airports, but also to municipalities, counties and other governmental entities.
McNeilus operates eight distribution centers with 83 in-house sales and service representatives in the U.S. to sell and service its refuse truck bodies, rear-discharge concrete mixers and ready-mix batch plants. Six of such distribution centers provide full service, mounting and parts distribution to customers in their
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geographic regions while the remainder are primarily sales offices with limited parts and service capabilities. Five of the McNeilus distribution centers also have paint facilities and provide significant additional paint and mounting services during peak demand periods.
With respect to McNeilus, the Company plans to:
- Combine the McNeilus and Oshkosh distribution capabilities. Because there is little geographic overlap between the rear-discharge markets of McNeilus and the forward-discharge markets of Oshkosh, management presently intends to maintain all existing distribution centers of both companies. The Company believes that the combined network will represent one of the largest refuse truck body and concrete mixer distribution networks in the U.S.
- Apply Oshkosh's and Pierce's sales and marketing expertise in municipal markets to increase sales of McNeilus refuse truck bodies to municipal customers. Virtually all McNeilus refuse truck body sales have been to commercial customers, which the Company believes represent a majority of the refuse truck body market. However, many municipalities purchase their own refuse trucks, and the Company believes that it is positioned to create an effective municipal distribution in the refuse truck body market by building upon its present base of municipal distributors.
- Offer McNeilus refuse truck bodies, rear-discharge concrete mixers and ready-mix batch plants to Oshkosh's 43 international dealers for sales and service worldwide. McNeilus' international sales have historically been limited because McNeilus has focused on the domestic market. However, management believes that refuse body exports are a significant percentage of certain competitors' sales, and represents a meaningful opportunity for the Company. The Company believes that its international Oshkosh and Pierce dealers are capable of effectively selling and servicing the McNeilus product line and plans to use its experience at Pierce to develop sales of McNeilus products.
Defense Truck Market. Substantially all domestic defense products are sold direct to principal branches of the DoD. The Company maintains a liaison office in Washington, D.C. to represent its interests with the Pentagon, Congress and the Office of the President. The Company also sells and services defense products to foreign governments directly through four Company-owned international sales offices, through agents, consultants and representatives, and through the United States FMS program. The DoD has begun to rely on industry for support and sustainability of its vehicles which has opened up new opportunities for maintenance, service and contract support to the U.S. Army and U.S. Marine Corps.
In addition to marketing its current truck offerings and competing for new contracts in the medium- and light-duty segments, the Company actively works with the Armed Services to develop new applications for its vehicles. For example, the Company is:
- Developing new applications for its PLS vehicle beyond its traditional ammunition transportation role. A contract for construction models has already been awarded, and several other models of the PLS are currently under evaluation.
- Modifying its HEMTT vehicle for alternate uses. The Company has integrated a foam proportioning fire fighting package on a HEMTT for use by the U.S. military and other governmental agencies in the extinguishment of wildland fires. The HEMTT has also been modified to include a load handling system to meet lower payload requirements.
- Upgrading existing products such as the HEMTT, PLS and HET in order to achieve better performance and new technology. As an example, the Company has separate development contracts for each product with the U.S. Army to develop a new HEMTT, HET and PLS with new engines, transmissions, transfer cases and numerous other components that increase reliability and performance at reduced costs.
COMPETITION
The Company operates in highly competitive industries. The Company competes in the fire apparatus and defense truck markets principally on the basis of lowest qualified bid. To submit a qualified bid, the bidder
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must demonstrate that the fire apparatus or defense truck meets stringent specifications, and for most defense truck contracts, passes extensive testing. In addition, decreases in the DoD budget have resulted in a reduction in the number and size of contracts, which has intensified the competition for remaining available contracts. The Company and its competitors continually undertake substantial efforts in order to maintain existing levels of defense business and to succeed in bid competitions for available contracts. In the refuse truck body and concrete mixer markets, the Company also faces intense competition on the basis of price, innovation, quality, service and product performance capabilities. As the Company seeks to expand its sales of refuse truck bodies to municipal customers, management believes the principal basis of competition for such business will be lowest qualified bid.
In all of the Company's markets, competitors include smaller, specialized manufacturers as well as large, mass producers. The Company believes that, in its specialized truck markets, it has been able to effectively compete against large, mass producers due to its manufacturing flexibility and specialized distribution systems. The Company believes that its competitive cost structure, engineering expertise and global distribution systems have enabled it to effectively compete with other specialized manufacturers.
Pierce's principal competitors in the fire apparatus market include Emergency One, Inc. (a subsidiary of Federal Signal Corporation), FWD Corporation (a subsidiary of Corsta Corporation), Kovatch Mobile Equipment Corp., and numerous small, regional manufacturers. Principal competitors of McNeilus, in the refuse truck body market, include The Heil Company (a subsidiary of Dover Corporation), Leach Company, McClain E-Z Pack, Inc. and Pak-Mor Manufacturing Company. Principal competitors of McNeilus and Oshkosh in concrete mixer markets include Advance Mixer, Inc., London Machinery, Inc., Mack Trucks, Inc., Maxim Truck Company, Inc., Rexworks, Inc., and T.L. Smith Machine Co., Inc. Oshkosh's principal competitors in snow removal markets include Monroe Truck Equipment, Inc. and Stewart & Stevenson Services, Inc. Oshkosh's principal competitors for DoD contracts include AM General Corporation and Stewart & Stevenson Services, Inc. The Company also faces competition from its competitors for acquisition opportunities.
Several of the Company's competitors have greater financial, marketing, manufacturing and distribution resources than the Company. There can be no assurance that the Company's products will continue to compete successfully with the products of competitors or that the Company will be able to retain its customer base or to improve or maintain its profit margins on sales to its customers, all of which could materially adversely affect the Company's financial condition, results of operations and debt service capability.
CUSTOMERS AND BACKLOG
Sales to the DoD comprised approximately 29% of the Company's pro forma net sales for the twelve months ended December 31, 1997. No other single customer accounted for more than 2% of the Company's pro forma sales for this period. A substantial majority of the Company's net sales are derived from customer orders prior to commencing production.
The Company's pro forma backlog at December 31, 1997 was $483.3 million. The backlog at December 31, 1997 includes $147.0 million related to DoD contracts, $159.0 million related to fire apparatus and $132.3 million related to other commercial products. Substantially all of the Company's backlog pertains to fiscal 1998 business.
Reported backlog excludes purchase options and announced orders for which definitive contracts have not been executed. Additionally, backlog excludes unfunded portions of DoD long-term family contracts. Backlog information and comparisons thereof as of different dates may not be accurate indicators of future sales or the ratio of the Company's future sales to the DoD versus its sales to other customers.
GOVERNMENT CONTRACTS
Approximately 29% of the Company's pro forma net sales for the twelve months ended December 31, 1997 were made to the U.S. government under long-term contracts and programs, substantially all of which were in the defense truck market. Accordingly, a significant portion of the Company's sales are subject to
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inherent risks, including uncertainty of economic conditions, changes in government policies and requirements that may reflect rapidly changing military and political developments and the availability of funds.
The Company's sales into defense truck markets are 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 DoD may be terminated at any time for the convenience of the government. Upon such termination, the Company would generally be entitled to reimbursement of its incurred costs and, in general, to payment of a reasonable profit for work actually performed.
In November 1996, the U.S. Army Tank Automotive and Armaments Command awarded the Company and one other defense contractor $6.9 million prototype contracts for Phase I competition of the MTTR program. The MTTR program was initiated to update and modernize the 5-ton tactical vehicle fleet of the U.S. Marine Corps and the U.S. Army. The goal of the U.S. Marine Corps portion of the program is to remanufacture the current configuration to carry a much greater payload with substantially increased cross-country mobility. The U.S. Army portion of the program is designed to increase the useful life and decrease operation and support costs of a portion of the U.S. Army's existing fleet. Phase I covers the design, development, and production of five prototype test vehicles for the U.S. Marine Corps and five additional prototype test vehicles for the U.S. Army. Testing of the ten prototype test vehicles commenced August 1997 and will be concluded in April 1998. Phase II of the program is currently expected to include the production of up to 11,500 U.S. Marine Corps and U.S. Army units at a value that could exceed $1.0 billion over a period of years. Competition for the Phase II production contract is intense between the two Phase I contractors. Phase I testing along with the Phase II proposal will determine the single supplier of any production contract awarded. No assurance can be given that the DoD will award a Phase II Contract or that federal budgets will provide future funding for a Phase II contract, as further discussed under "Risk Factors -- Uncertainty Inherent in U.S. Government Contracts" and "-- Risks of Further Reductions or Changes in Government Expenditures."
The U.S. Army has announced a competition to add a second supplier to build FMTV trucks. Up to three contractors will build several trucks for testing by the DoD pursuant to a request for proposal currently under development by the DoD. The Company currently has received two existing vehicles for intense study in preparation for the competition. Based on current plans announced by the DoD, the winner of the competition would be awarded an initial production contract for approximately 3,000 vehicles. Upon completion of this production contract and the current supplier's present contract, the U.S. Army is expected to conduct a competition between these two manufacturers for the production of approximately 50,000 FMTV trucks. No assurance can be given that the DoD will award the FMTV contract or that federal budgets will provide future funding for the FMTV contract, as further discussed under "Risk Factors -- Uncertainty Inherent in U.S. Government Contracts" and "-- Risks of Further Reductions or Changes in Government Expenditures."
Under firm fixed-price contracts with the government, the price paid to the Company is generally not subject to adjustment to reflect the Company's actual costs, except costs incurred as a result of contract changes ordered by the government. 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.
The Company, as a U.S. government contractor, is subject to financial audits and other reviews by the U.S. government of performance of, and the accounting and general practices relating to, U.S. government contracts, and like most large government contractors, the Company is audited and reviewed on a continual basis. Costs and prices under such contracts may be subject to adjustment based upon the results of such audits and reviews. Additionally, such audits and reviews can and have led to civil, criminal or administrative proceedings. Such proceedings could involve claims by the government for fines, penalties, compensatory and treble damages, restitution and/or forfeitures. Under government regulations, a company or one or more of its subsidiaries can also be suspended or debarred from government contracts, or lose its export privileges based
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on the results of such proceedings. Additional information is included under the caption "Risk Factors -- Uncertainty Inherent in U.S. Government Contracts." The Company believes, based on all available information, that the outcome of all such audits, reviews and proceedings will not have a material adverse effect on its consolidated financial condition or results of operations.
SUPPLIERS
The Company is highly dependent on its suppliers and subcontractors in order to meet commitments to its customers, and many major components are procured or subcontracted on a sole-source basis with a number of domestic and foreign companies. 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. The Company maintains an extensive qualification and performance measurement system to control risks associated with such reliance on suppliers. The Company occasionally experiences problems with supplier and subcontractor performance and must identify alternate sources of supply and/or address related warranty claims from customers.
While the Company purchases many costly components such as engines, transmissions and axles, it manufactures certain proprietary components that are deemed material to the Company's business. These components include front drive and steer axles, transfer cases, cabs, the ALL-STEER electronic all-wheel steering system, central tire inflation, independent suspension, the Sky-Arm articulating aerial ladder, the McNeilus Auto Reach Arm, body structures and many smaller parts which add uniqueness and value to the Company's products. Some of these proprietary components are marketed to other manufacturers.
ENGINEERING, RESEARCH AND DEVELOPMENT
The Company maintains three facilities for new product development and testing with a staff of 46 engineers and technicians who are responsible for improving existing products and development and testing of new trucks, truck bodies and components. The Company prepares annual new product development and improvement plans for each of its markets and measures progress against those plans.
Virtually all of the Company's sales of fire apparatus require some custom engineering to meet the customer's specifications. Engineering is also a critical factor in defense truck markets due to the severe operating conditions under which the Company's trucks are utilized, new customer requirements and stringent government documentation requirements. In the refuse truck body, concrete mixer and snow equipment markets, product innovation is highly important to meet customers' changing requirements. Accordingly, the Company maintains a permanent staff of over 240 engineers and engineering technicians, and it regularly outsources significant engineering activities in connection with major DoD bids and proposals.
For fiscal years 1997, 1996 and 1995, Oshkosh incurred engineering, research and development expenditures of $7.8 million, $6.3 million and $5.4 million, respectively, portions of which were recoverable from customers, principally the U.S. government.
INTELLECTUAL PROPERTY
Patents and licenses are important in the operation of the Company's business, as one of management's key objectives is developing proprietary components in order to provide the Company's customers with advanced technological solutions at attractive prices. The Company holds in excess of 50 active domestic patents. Management believes patents for all-wheel steer and independent suspension systems, which have remaining lives of 9 to 19 years, provide the Company with a competitive advantage in the fire apparatus business and the sale of ARFF and snow removal vehicles. The independent suspension system was also added to the U.S. Marine Corps portion of the MTTR program, which the Company believes should be a competitive advantage in the competition for the Phase II production contract. Management believes that none of the Company's other patents individually are significant to the business.
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The Company holds trademarks for "Oshkosh," "Pierce," "McNeilus" and "MTM." These trademarks are considered to be important to the future success of the Company's business.
QUALITY MANAGEMENT
In 1994, Oshkosh commenced a program to educate and train all employees at its Oshkosh facilities in quality principles and to seek ISO 9001 certification to improve the Company's competitiveness in its global markets. Employees at all levels of the Company are encouraged to understand customer and supplier requirements, measure performance, develop systems and procedures to prevent nonconformance with requirements and produce continuous improvement in all work processes. In 1995, Oshkosh achieved ISO 9001 certification and Pierce is targeting achievement of ISO 9001 certification in 1998. The Company is evaluating whether to pursue ISO 9001 certification for McNeilus. Although management does not consider such certification essential for McNeilus' domestic markets, the Company may conclude it is valuable in marketing to certain international customers.
EMPLOYEES
As of December 31, 1997, on a pro forma basis, the Company had approximately 3,500 employees, of which approximately 1,300, 1250 and 600 employees are located at its principal facilities in Oshkosh, Wisconsin, Appleton, Wisconsin and Dodge Center, Minnesota, respectively. Production workers totaling approximately 800 employees at the Company's Oshkosh facilities are represented by the United Auto Workers union. The Company's five-year contract with the United Auto Workers union extends through September 30, 2001. The Company believes its relationship with employees is satisfactory.
MANUFACTURING
The Company manufactures trucks and truck bodies at ten manufacturing facilities. Employee involvement is encouraged to improve production processes and product quality. In order to reduce production costs, the Company maintains a continuing emphasis on the development of proprietary components, self-sufficiency in fabrication, just-in-time inventory management, improvement in production flows, interchangeability and simplification of components among product lines, creation of jigs and fixtures to ensure repeatability of quality processes, utilization of robotics, and performance measurement to assure progress toward cost reduction targets.
With the Acquisition, the Company intends to continue to upgrade its manufacturing capabilities by adopting best practices across its manufacturing facilities, relocating manufacturing activities to the most efficient facility, investing in further fixturing and robotics, re-engineering manufacturing processes and adopting lean manufacturing management practices across all facilities.
The Company plans to draw upon its recent experience with the Pierce acquisition in integrating the McNeilus manufacturing facilities. Within the first year following the Pierce acquisition, the Company consolidated three Pierce manufacturing facilities down to two while increasing Pierce's capacity by improving product flow. In addition, among other things, the Company reduced the number of operating shifts at the Pierce paint plant from three to one to substantially reduce utility costs, implemented indexing of production lines and relocated chassis frame build-up to Oshkosh to improve production efficiencies, and eliminated storage rooms to relocate inventory to point of use thereby eliminating duplicate material handling.
PROPERTIES
Management believes the Company's equipment and buildings are modern, well-maintained and adequate for its present and anticipated needs. As of December 31, 1997, on a pro forma basis, the Company operated in ten manufacturing plants. In addition, the Company maintains twelve distribution centers
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throughout the United States and four sales offices internationally. The Company's manufacturing plants include:

                                            APPROXIMATE
                                          SQUARE FOOTAGE
                                         -----------------                     PRINCIPAL
     LOCATION (# OF FACILITIES)           OWNED     LEASED               PRODUCTS MANUFACTURED
     --------------------------           -----     ------               ---------------------
Oshkosh, Wisconsin(3)................    636,000    52,000    Defense Trucks; Front-Discharge Mixers; Snow
                                                              Removal Vehicles; ARFF Vehicles
Appleton, Wisconsin(2)...............    589,000    19,000    Fire Apparatus
Dodge Center, Minnesota(1)...........    604,000              Rear-Discharge Mixers; Refuse Truck Bodies
Bradenton, Florida(1)................    287,000              Defense Trucks; Rear-Discharge Mixers
Riceville, Iowa(1)...................    108,000              Components for Rear-Discharge Mixers and
                                                              Refuse Truck Bodies
Kensett, Iowa(1).....................     65,000              Not currently in use
McIntire, Iowa(1)....................     28,000              Components for Rear-Discharge Mixers and
                                                              Refuse Truck Bodies
Weyauwega, Wisconsin(1)..............     28,000              Rear-Discharge Mixers	

The Company's facilities are pledged as collateral under the terms of the Senior Credit Facility.
The Company's manufacturing facilities generally operate five days per week on one shift, except for one week shutdowns in July and December. Management believes the Company's manufacturing capacity could be approximately doubled with limited capital spending by working an additional shift at each facility.
ENVIRONMENTAL MATTERS
As part of its routine business operations, the Company disposes of and recycles or reclaims certain industrial waste materials, chemicals and solvents at third party disposal and recycling facilities which are licensed by appropriate governmental agencies. In some instances, these facilities have been and may be designated by the United States Environmental Protection Agency ("EPA") or a state environmental agency for remediation. Under CERCLA and similar state laws, each potentially responsible party ("PRP") that contributed hazardous substances may be jointly and severally liable for the costs associated with cleaning up the site. Typically, PRPs negotiate a resolution with the EPA and/or the state environmental agencies. PRPs also negotiate with each other regarding allocation of the cleanup cost.
As to one such site, Pierce is one of 414 PRPs participating in the costs of addressing the site and has been assigned an allocation share of approximately 0.04%. Currently a remedial investigation/feasibility study is being completed, and as such, an estimate for the total cost of the remediation of this site has not been made to date. However, based on estimates and the assigned allocations, the Company believes its liability at the site will not be material and its share is adequately covered through reserves established by the Company at September 30, 1997. Actual liability could vary based on results of the study, the resources of other PRPs and the Company's final share of liability.
The Company is addressing a regional trichloroethylene ("TCE") groundwater plume on the south side of Oshkosh, Wisconsin. The Company believes there may be multiple sources in the area. TCE was detected at the Company's North Plant facility with recent testing showing the highest concentrations in a monitoring well located on the upgradient property line. Because the investigation process is still ongoing, it is not possible for the Company to estimate its long-term total liability associated with this issue at this time. Also, as part of the regional TCE groundwater investigation, the Company conducted a groundwater investigation of a former landfill located on Company property. The landfill, acquired by the Company in 1972, is approximately 2.0 acres in size and is believed to have been used for the disposal of household waste. Based on the investigation, the Company does not believe the landfill is one of the sources of the TCE contamination. Based upon current knowledge, the Company believes its liability associated with the TCE issue will not be material and is adequately covered through reserves established by the Company at September 30, 1997. However, this may change as investigations proceed by the Company, other unrelated property owners, and government entities.
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The Company is subject to other environmental matters which arise in the ordinary course of business. Although the final results of all such matters cannot be predicted with certainty, management believes that the ultimate resolution of all such matters, after taking into account the liabilities accrued with respect to such matters, will not have a material adverse effect on the Company's financial condition or results of operations. Actual results could vary, among other things, due to the uncertainties involved in environmental investigations and remediation.
LEGAL PROCEEDINGS
The Company is engaged in litigation against Super Steel Products Corporation ("SSPC"), the Company's former supplier of mixer systems for forward-discharge concrete mixer trucks under a long-term supply contract. SSPC sued the Company in state court claiming the Company breached the contract. The Company counterclaimed for repudiation of contract. On July 26, 1996, a jury returned a verdict for SSPC awarding damages totaling $4.5 million. On October 10, 1996, the state court judge overturned the verdict against the Company, granted judgment for the Company on its counterclaim, and ordered a new trial for damages on the Company's counterclaim. Both SSPC and the Company have appealed the state court judge's decision. The Wisconsin Court of Appeals has agreed to hear the case and both the Company and SSPC have filed briefs in this matter.
The Company currently is engaged in the arbitration of certain disputes between the Oshkosh Florida Division and O.V. Containers, Inc. ("OV"), which arose out of the performance of a contract to deliver 690 skeletal container chassis. The dispute involves a warranty claim originally filed in an arbitration forum by OV against the Company in 1992. The Company settled the arbitration, but subsequently obtained information that the failed chassis at the heart of the dispute were subject to misuse and abuse and that certain information requested at the time of the arbitration was improperly withheld. The Company filed a lawsuit in the U.S. District Court for the Middle District of Florida seeking damages of approximately $1.6 million. OV filed a demand for arbitration of the matters underlying the Company's lawsuit, and successfully stayed the Company's lawsuit pending the arbitration. OV has also asserted a counterclaim in the arbitration for alleged breach of warranty and are seeking damages of approximately $9.0 million. The arbitration is being conducted before a three-member panel under the commercial dispute rules of the American Arbitration Association, and is not expected to conclude before May 1998. The Company is vigorously contesting warranty and other claims made against it, and has asserted substantial claims against OV. The outcome of these matters cannot be predicted at the present time.
The Company is subject to other legal proceedings and claims, including patent, antitrust and state dealership regulation compliance proceedings. Although the final results of all such claims cannot be predicted with certainty, management believes that the ultimate resolution of all claims, after taking into account the liabilities accrued with respect to such claims, will not have a material adverse effect on the Company's financial condition or results of operations. Actual results could vary, among other things, due to the uncertainties involved in litigation.
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MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth certain information as of January 15, 1998 concerning the Company's executive officers and directors. All of the Company's officers serve terms of one year and until their successors are elected and qualified. Each of the Company's directors are elected each year to serve for a term of one year and until his or her successor is elected and qualified.

             NAME                AGE                             TITLE
             ----                ---                             -----
Robert G. Bohn.................  44    President, Chief Executive Officer and Director
Timothy M. Dempsey.............  57    Vice President, General Counsel and Secretary
Paul C. Hollowell..............  56    Executive Vice President and General Manager, Defense
                                       Business
Charles L. Szews...............  41    Executive Vice President and Chief Financial Officer
Matthew J. Zolnowski...........  44    Vice President, Administration
J. David Brantingham...........  40    Vice President, Information Systems
Fred C. Fielding...............  63    Vice President, Government Operations, Washington D.C.
                                       Office
Dan J. Lanzdorf................  49    Vice President and General Manager, Commercial Business
Mark A. Meaders................  39    Vice President, Corporate Purchasing and Logistics
John W. Randjelovic............  53    Vice President and General Manager, Pierce Manufacturing,
                                       Inc.
Donald H. Verhoff..............  51    Vice President, Technology
J. William Andersen............  59    Director
Daniel T. Carroll..............  71    Director
Gen. Frederick M. Franks,        61    Director
  Jr...........................
Michael W. Grebe...............  57    Director
Kathleen J. Hempel.............  47    Director
Stephen P. Mosling.............  51    Director
J. Peter Mosling, Jr...........  53    Director
Richard G. Sim.................  53    Director	

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. Prior to joining the Company, Mr. Bohn was Director-European Operations for Johnson Controls, Inc., Milwaukee, Wisconsin, which manufactures, among other things, automotive products. He worked for Johnson Controls from 1984 until 1992. He was elected a Director of the Company in June 1995.
Timothy M. Dempsey.Mr. Dempsey joined the Company in October 1995 as Vice President, General Counsel and Secretary. Mr. Dempsey has been and continues to be a partner in the law firm of Dempsey, Magnusen, Williamson and Lampe in Oshkosh, Wisconsin.
Paul C. Hollowell. Mr. Hollowell joined the Company in April 1989 as Vice President-Defense Products and assumed his present position in February 1994.
Charles L. Szews. Mr. Szews joined the Company in March 1996 as Vice President and Chief Financial Officer and assumed his present position in October 1997. Mr. Szews was previously employed by Fort Howard Corporation, a manufacturer of tissue products, from June 1988 until March 1996 in various positions, including Vice President and Controller from September 1994 until March 1996.
Matthew J. Zolnowski. Mr. Zolnowski joined the Company as Vice President-Human Resources in January 1992 and assumed his present position in February 1994.
J. David Brantingham. Mr. Brantingham joined the Company in April 1995 as Manager of Technical Services and assumed his present position in November 1997. Mr. Brantingham was previously employed by Western Publishing, Inc., a printer and publisher of children's books and a manufacturer of adult games, in various positions including Director of Technical Services from May 1989 through April 1995.
Fred C. Fielding. Mr. Fielding joined the Company in October 1989 and assumed his present position in January 1991.
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Dan J. Lanzdorf. Mr. Lanzdorf joined the Company in 1973 as a design engineer and has served in various assignments including Chief Engineer -- Defense, Director of Defense Engineering, Director of the Defense Business unit, and Vice President of Manufacturing prior to assuming his current position in November 1997.
Mark A. Meaders. Mr. Meaders joined the Company as Director of Purchasing for Pierce in September 1996 and assumed his present position as Vice President-Corporate Purchasing and Logistics in November 1997. Prior to joining the Company, Mr. Meaders was Vice President-Purchasing for the CA Short Co., Inc., a provider of premium incentives, from 1995 until joining Pierce. Mr. Meaders began his career at the Company's former Chassis Division as the plant manager from 1993-1995. He previously served 13 years in the U.S. Army and departed after attaining the rank of Major.
John W. Randjelovic. Mr. Randjelovic joined the Company in October 1992 as Vice President and General Manager in charge of the Bradenton, Florida Division. In September 1996, he was appointed Vice President of Manufacturing, Purchasing, and Materials for Pierce and assumed his present position in October 1997. Prior to joining the Company, Mr. Randjelovic worked as a consultant for Workplace Transformation.
Donald H. Verhoff. Mr. Verhoff joined the Company in May 1973 as a development engineer. He has held positions as Manager of the Test Lab, and Director of New Product Development prior to assuming his present position in November 1997.
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.
Daniel T. Carroll. Mr. Carroll has served as a Director of the Company since 1991. Effective October 1997, he was elected Chairman of the Board of Directors. He is Chairman of The Carroll Group, a management consulting firm located in Avon, Colorado. Mr. Carroll is also a director of Wolverine Worldwide Inc.; Comshare, Inc.; Aon Corp.; Diebold Incorporated; A.M. Castle & Company; American Woodmark Corporation; Woodhead Industries, Inc.; Holmes Protection Group, Inc.; and Diversa Inc.
Gen. Frederick M. Franks, Jr. Gen. Franks has served as a Director of the Company since May 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.
Michael W. Grebe. Mr. Grebe has served as a Director of the Company since 1990. He has been a partner in the law firm of Foley & Lardner in Milwaukee since 1977. The Company retained Mr. Grebe's firm for legal services in 1997 and is similarly doing so in 1998.
Kathleen J. Hempel. Ms. Hempel was elected as a Director of the Company in December 1997. She was Vice Chairman and Chief Financial Officer of Fort Howard Corporation, a manufacturer of paper and paper products, from 1992 until its merger into Fort James Corporation in 1997. She is a director of 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 had served in various senior executive capacities since joining 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 had served in various senior executive capacities since joining the Company through his retirement in 1994.
Richard G. Sim. Mr. Sim has served as a Director of the Company since March 1997. He is Chairman, President and Chief Executive Officer of Applied Power, Inc., Milwaukee, Wisconsin, which manufactures hydraulic equipment and electrical consumables.
Stephen P. Mosling and J. Peter Mosling are brothers. Other than as noted, none of the Company's executive officers or directors has any family relationship with any other executive officer or Director.
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PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding beneficial ownership of each class of the Company's stock by each director, each person known by the Company to own beneficially more than 5.0% of either the Company's Class A Common Stock or the Company's Common Stock, the Company's current and former chief executive officer, the four other most highly compensated executive officers of the Company in fiscal 1997, and all directors and executive officers as a group as of January 15, 1998. Except as indicated, persons listed have sole voting and investment power over the shares beneficially owned.

                                                     CLASS A COMMON STOCK         COMMON STOCK
                                                     ---------------------   -----------------------
                                                                PERCENT OF                PERCENT OF
                                                      SHARES      CLASS        SHARES       CLASS
                                                      ------    ----------     ------     ----------
J. Peter Mosling, Jr.(1)(2)(3).....................   226,508      55.8%        236,532       3.0%
  P.O. Box 2566, Oshkosh, WI 54903
Stephen P. Mosling(1)(2)(3)(4).....................   156,458      38.5%        362,052       4.5%
  P.O. Box 2566, Oshkosh, WI 54903
Cadence Company(1).................................   106,695      26.3%         39,242         *
  C/O J. Peter Mosling, Jr.
  P.O. Box 3146, Oshkosh, WI 54903
J. William Andersen(3)(5)..........................     1,890         *           3,000         *
Robert G. Bohn(3)(7)...............................         0         *          64,888         *
Daniel T. Carroll(3)...............................         0         *           4,000         *
Timothy M. Dempsey(3)(6)(7)........................     1,980         *          46,620         *
Gen. Frederick M. Franks, Jr.......................         0         *             200         *
Kathleen J. Hempel.................................         0         *               0         *
R. Eugene Goodson(3)(7)(8).........................         0         *         172,904       2.2%
Michael W. Grebe(3)................................         0         *           4,000         *
Paul C. Hollowell(3)(7)............................         0         *          75,156         *
Richard G. Sim.....................................         0         *           1,000         *
Charles L. Szews(3)(7).............................         0         *          10,647         *
All Directors and executive officers as a group (19
  persons)(3)......................................   351,270      86.5%      1,049,030      13.1%
Franklin Resources, Inc.(9)........................         0         *         826,800      10.3%
Quest Advisory Corp.(10)...........................         0         *         577,200       7.2%	

* The amount shown is less than 1% of the outstanding shares of such class.
(1) Cadence Company is a partnership, of which Stephen P. Mosling, J. Peter Mosling, Jr. and a trust of which Stephen P. Mosling is trustee each are one-sixth partners. Amounts shown for Stephen P. Mosling reflect beneficial ownership of one-third of the amounts set forth for Cadence company. As managing partner of Cadence Company, J. Peter Mosling, Jr. has voting and dispositive power and is a beneficial owner of all shares owned by the partnership; amounts shown for J. Peter Mosling, Jr. include 106,695 shares of Class A Common Stock and 39,242 shares of Common Stock owned beneficially through Cadence Company.
(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 Articles of Incorporation as restated and amended at the 1997 Annual Shareholders Meeting, of all outstanding shares of Class A Common Stock on a share for share basis for shares of Common Stock.
(3) Amounts shown include 3,000 shares each of Common Stock for J. Peter Mosling, Stephen P. Mosling, J. William Andersen, Daniel T. Carroll and Michael W. Grebe, 56,167 shares of Common Stock for Robert G. Bohn, 38,917 shares of Common Stock for Paul C. Hollowell, 6,666 shares of Common Stock
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for Timothy M. Dempsey, 2,833 shares of Common Stock for Charles L. Szews and 181,082 shares of Common Stock for Directors and executive officers as a group represented by stock options exercisable within 60 days of January 15, 1998.
(4) Amounts shown include 102,912 shares of Common Stock held by Stephen P. Mosling as trustee under a trust.
(5) Amounts shown do not include 90 shares of Class A Common Stock owned by Dulce W. Andersen, Mr. Andersen's wife, as to which he disclaims beneficial ownership.
(6) Amounts shown include 1,125 shares of Common Stock held by Linda D. Dempsey, Mr. Dempsey's wife, as Wisconsin Marital Property and 7,170 shares of Common Stock held by Mr. Dempsey as trustee of trusts for unrelated parties.
(7) Amounts shown include restricted shares of Common Stock awarded as of October 31, 1997, as 1997 bonus compensation. Restrictions are against resale, and are eliminated ratably after one, two and three years.
(8) Mr. Goodson resigned as Chairman of the Board and Chief Executive Officer of the Company in October 1997.
(9) Amount shown is as described in Schedule 13(g) filing with the Securities and Exchange Commission on November 10, 1997. Percent of class shown is without inclusion of options exercisable as depicted in footnote (3), above. Franklin Resources, Inc. is located at 777 Mariner's Blvd., San Mateo, California 94403, and manages closed-end investment companies and other managed investment accounts.
(10) Amount shown is as described in Schedule 13(g) filing with the Securities and Exchange Commission on February 6, 1997. Percent of class shown is without inclusion of options exercisable as depicted in footnote (3), above. Quest Advisory Corp. is located at 1414 Avenue of the Americas, New York, New York 10019, and manages investment accounts.
CERTAIN TRANSACTIONS
During fiscal year 1997, and continuing through 1999, Oshkosh incurred and will continue to incur rental expense of $128,400 per year under a lease between Oshkosh and Cadence Company, a partnership of which Stephen P. Mosling and J. Peter Mosling, Jr., together with their four sisters, are equal partners. The lease relates to property and a building used by Oshkosh as a new product development center. The lease will expire on July 31, 1999. Management believes that the terms of the lease are at least as favorable as could be obtained in an arm's length transaction with an unrelated third party.
The Compensation Committee of Oshkosh's Board of Directors extended the time for exercise of certain stock options held by Stephen P. Mosling and J. Peter Mosling, Jr. to February 10, 1998. All of such options were exercised on January 14, 1998.
On April 10, 1997, in conjunction with the termination of the Strategic Alliance Agreement entered into on June 5, 1995, with Freightliner, Oshkosh repurchased for the sum of $6,750,000, 350,000 shares of Common Stock and Warrants for the further purchase of 1,250,000 shares of Common Stock which had been purchased by Freightliner on June 5, 1995, for the sum of $9,437,500.
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DESCRIPTION OF INDEBTEDNESS
The following sets forth information concerning the Company's indebtedness, other than the Notes, outstanding immediately following the consummation of the Transactions.
SENIOR CREDIT FACILITY
The Company has entered into the Senior Credit Facility, pursuant to which the Company has available a revolving credit facility (the "Revolving Credit Facility"), and three term loan facilities ("Term Loan A," "Term Loan B" and "Term Loan C" and, collectively, the "Term Loan Facility"). At the Closing, an aggregate of $225.0 million under the Term Loan Facility was drawn under the Senior Credit Facility, consisting of: (a) Term Loan A in the principal amount $100.0 million, which matures on March 31, 2004; (b) Term Loan B in the principal amount $62.5 million, which matures on March 31, 2005; and (c) Term Loan C in the aggregate principal amount $62.5 million, which matures on March 31, 2006. The $100.0 million Revolving Credit Facility, which matures in approximately six years, is available for working capital and general corporate purposes, including the issuance of letters of credit, subject to compliance with certain conditions. At the Closing, on a pro forma basis at December 31, 1997, approximately $13.0 million was drawn and an aggregate of approximately $8 million of letters of credit were issued and outstanding under the Revolving Credit Facility.
Term Loan A will amortize by $5.0 million in fiscal 1998, $11.0 million in fiscal 1999, $13.5 million in fiscal 2000, $15.0 million in fiscal 2001, $19.5 million in fiscal 2002 and $24.0 million in fiscal 2003, with the remaining outstanding balance due in fiscal 2004. Term Loan B and Term Loan C will each have amortization of $156,250 per quarter, through March 31, 2004 for Term Loan B and March 31, 2005 for Term Loan C, with the remaining outstanding balance of Term Loan B and Term Loan C due in quarterly installments through March 31, 2005 and March 31, 2006, respectively.
The initial interest rates applicable to the loans under the Senior Credit Facility are equal to the Base Rate or, at the Company's election, the IBOR Rate plus the Applicable Margins. As of the Closing, the Applicable Margins were as follows:

                 APPLICABLE MARGINS
                ---------------------
TYPE OF LOAN    BASE RATE   IBOR RATE
------------    ---------   ---------
Revolving Loan    0.75%       2.00%
Term Loan A       0.75%       2.00%
Term Loan B       1.00%       2.25%
Term Loan C       1.25%       2.50%	

The initial rates for borrowings under the Revolving Credit Facility and the Term Loan Facility remain in effect until the third business day following delivery to the Administrative Agent of the Company's financial statements for the quarter ending June 30, 1998, following which they may be increased or reduced according to a pricing grid. The Company may elect interest periods of one, two, three or six months for IBOR borrowings. For IBOR loans, interest is calculated on the basis of actual days elapsed in a 360-day year and for Base Rate loans calculated based on the reference rate, interest is calculated on the number of days elapsed in a 365- or 366-day year, as applicable. Interest on IBOR loans is payable at the end of each interest period, but not less frequently than once every three months; interest on Base Rate loans is payable on the last day of March, June, September and December of each year. The "IBOR Rate" is the Administrative Agent's inter-bank offered rate for U.S. dollars in off-shore markets. The "Base Rate" is higher of the Administrative Agent's reference rate and the federal funds rate plus 0.5%.
All domestic Restricted Subsidiaries of the Company other than MFSI guarantee the Company's indebtedness under the Senior Credit Facility. All extensions of credit under the Senior Credit Facility to the Company and the guarantees of the Subsidiary Guarantors are secured by all existing and after-acquired personal property of the Company and the Subsidiary Guarantors, including all outstanding capital stock of the Company's domestic Restricted Subsidiaries (other than, at the outset of the Transactions, MFSI) and 65% of the outstanding capital stock of the Company's foreign Restricted Subsidiaries, and any intercompany
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debt obligations, and subject to exceptions agreed upon, all existing and after-acquired real property fee and leasehold interests. With certain exceptions agreed upon, the Company and its Restricted Subsidiaries (other than MFSI) are prohibited from pledging any of their assets other than under the Senior Credit Facility.
Under the Senior Credit Facility, the letter of credit fee is equal to the applicable IBOR margin for the Revolving Credit Facility, plus customary issuing fees.
Indebtedness under the Senior Credit Facility may be prepaid in whole or in part without premium or penalty (subject in some cases to related IBOR breakage costs) and the Lenders' commitments relative thereto reduced or terminated upon such notice and in such amounts as may be agreed upon. Voluntary prepayments of the Term Loan Facility will be applied to the Term Loan or Term Loans designated by the Company to scheduled installments in order of maturity in the 12 months following the date of such prepayment, with any excess applied pro rata to scheduled installments of the designated Term Loans.
The Company is required to make mandatory prepayments with respect to excess cash flow (defined in the Senior Credit Facility), in an amount equal to 50.0% of such excess cash flow, payable on each January 15, beginning January 15, 1999.
The Company is required to make mandatory prepayments with respect to all proceeds of asset sales to the extent not applied to buy certain other fixed assets.
The Senior Credit Facility contains customary and appropriate representations and warranties, including without limitation those relating to due organization and authorization, no conflicts, financial condition, no material adverse changes, title to properties, liens, litigation, payment of taxes, compliance with laws, environmental liabilities and full disclosure.
The conditions to all borrowings and issuances of letters of credit include requirements relating to prior written notice of borrowing or issuance, the accuracy of representations and warranties, and the absence of any default or potential event of default, and will otherwise be customary and appropriate for financings of this type.
The Senior Credit Facility also contains customary affirmative and negative covenants (including, where appropriate, certain exceptions and baskets mutually agreed upon), including but not limited to furnishing information and limitations on other indebtedness, liens, investments, guarantees, restricted payments, mergers and acquisitions, sales of assets, capital expenditures, leases, and affiliate transactions. The Senior Credit Facility also contains the following financial covenants: minimum net worth; minimum fixed charge coverage ratio; and maximum ratio of total debt to EBITDA.
Events of default under the Senior Credit Facility are usual and customary, including without limitation, those relating to: (i) non-payment of interest, principal, fees or letter of credit obligations payable under the Senior Credit Facility; (ii) non-performance of certain covenants; (iii) cross-default or cross-acceleration to other material debt of the Company and its subsidiaries;
(iv) bankruptcy or insolvency; (v) unsatisfied judgments in excess of specified amounts; (vi) impairment of security interests in collateral; (vii) invalidity of guarantees; and (viii) materially inaccurate or false representations or warranties.
LEASE FINANCING FACILITY
The Leasing Partner entered into a general partnership with BALCAP, an affiliate of the Initial Purchaser and Bank of America, effective February 26, 1998. The Leasing Partnership offers lease financing to customers of the Company and administers existing lease transactions contributed to the partnership by both partners. MFSI assigned to the Leasing Partner, which then contributed to the Leasing Partnership, all of its current lease asset investments, which as of November 30, 1997 had an aggregate total equipment value of approximately $122 million and associated liabilities of approximately $114 million. BALCAP has contributed approximately $4.1 million of unencumbered lease assets to the Leasing Partnership. BALCAP's initial net equity interest in the Leasing Partnership therefore totals approximately 30.0% while the Leasing Partner's interest is approximately 70.0%. Both the Leasing Partner and BALCAP are general partners and the only partners of the Leasing Partnership. BALCAP acts as managing partner of the Leasing Partnership. The
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Leasing Partner acts as the tax matters partner of the Leasing Partnership and also acts as the portfolio partner of the Leasing Partnership. The portfolio partner services the Lease Assets conveyed by the Leasing Partner to the Leasing Partnership and also services new Lease Assets originated by the Leasing Partnership.
The Leasing Partner has certain partnership obligations to BALCAP, including the Company's obligation to offer future Lease Transactions to the Leasing Partnership during the term of the Leasing Partnership. The Company will indemnify the Leasing Partnership against losses relating to breaches of certain representations and warranties made in connection with the conveyance of Lease Assets to the Leasing Partnership by the Leasing Partner, as well as losses relating to the performance of the Leasing Partner's obligations as the tax matters partner and as portfolio partner.
The Leasing Partnership manages the contributed assets and liabilities and engages in new vendor lease business providing financing to customers of the Company. The partners finance purchases of trucks to be leased to user-customers by investing equity in an amount equal to approximately 11.0% to 14.0% of the cost of the trucks. Banks and other lenders lend to the Leasing Partnership the remaining percentage, with recourse solely to the Leasing Partnership, secured by a pledge of the user-leases. Each partner funds one-half of the equity needed to finance the new truck purchases, and each partner is allocated its proportionate share of Leasing Partnership cash flow and taxable income. Indebtedness under the Lease Financing Facility is secured by the underlying leases and assets of, and is recourse to, the Leasing Partnership; such indebtedness is off-balance sheet and non-recourse to the Company.
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DESCRIPTION OF THE NEW NOTES
GENERAL
The New Notes will be issued pursuant to the same Indenture (the "Indenture") among the Company, the Subsidiary Guarantors and Firstar Trust Company, as trustee (the "Trustee"), under which the Notes were issued. The terms of the New Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (the "Trust Indenture Act"). The New Notes are subject to all such terms, and Holders of New Notes are referred to the Indenture and the Trust Indenture Act for a statement thereof. The following summary of the material provisions of the Indenture does not purport to be complete and is qualified by reference to the Indenture, including the definitions therein of certain terms used below. Copies of the Indenture and Registration Rights Agreement are available as set forth below under "-- Additional Information". The definitions of certain terms used in the following summary are set forth below under "-- Certain Definitions." For purposes of this summary, the term "Company" refers only to Oshkosh Truck Corporation and not to any of its Subsidiaries.
The New Notes will rank senior in right of payment to all subordinated Indebtedness of the Company issued in the future, if any. The New Notes will be general unsecured obligations of the Company and will be subordinated in right of payment to all current and future Senior Debt. As of December 31, 1997, on a pro forma basis giving effect to the Transactions, the Company would have had Senior Debt of approximately $263.4 million. The Indenture permits the incurrence of additional Senior Debt in the future.
The operations of the Company are conducted in part through its Subsidiaries, and the Company may, therefore, be dependent upon the cash flow of its Subsidiaries to meet its debt obligations, including its obligations under the New Notes. As of the date of this Prospectus, Nations Casualty Insurance, Inc., a captive insurance company, and Oshkosh/McNeilus Financial Services, Inc., a newly established Leasing Subsidiary, are the Company's only Unrestricted Subsidiaries. MFSI, the Company's existing Leasing Subsidiary, is a Restricted Subsidiary as of the date of this Prospectus, but is treated as if it were an Unrestricted Subsidiary for purposes of certain of the restrictive covenants set forth in the Indenture. Unrestricted Subsidiaries are subject to many of the restrictive covenants set forth in the Indenture. Under certain circumstances, the Company will be able to designate current or future Subsidiaries, including MFSI, as Unrestricted Subsidiaries.
PRINCIPAL, MATURITY AND INTEREST
The New Notes will be issued in an aggregate principal amount of up to $100.0 million on or about the Expiration Date, and the Company may, subject to the provisions of the Indenture, issue up to $50.0 million of additional New Notes from time to time in the future. The New Notes will mature on March 1, 2008. Interest on the New Notes will accrue at the rate of 8 3/4% per annum and will be payable semi-annually in arrears on March 1 and September 1, commencing on September 1, 1998, to Holders of record on the immediately preceding February 15 and August 15. Interest on the New Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from February 26, 1998. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Principal, premium, Liquidated Damages, if any, and interest on the New Notes will be payable at the office or agency of the Company maintained for such purpose within the City and State of New York or, at the option of the Company, payment of interest and Liquidated Damages may be made by check mailed to the Holders of the New Notes at their respective addresses set forth in the register of Holders of New Notes; provided that all payments of principal, premium, interest and Liquidated Damages with respect to Holders of New Global Notes and New Notes the Holders of which have given wire transfer instructions to the Company will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. Until otherwise designated by the Company, the Company's office or agency in New York will be the office of the Trustee maintained for such purpose. The New Notes will be issued in denominations of $1,000 and integral multiples thereof.
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SUBSIDIARY GUARANTEES
The Company's payment obligations under the New Notes will be jointly and severally guaranteed (the "Subsidiary Guarantees") by the Subsidiary Guarantors. The Subsidiary Guarantee of each Subsidiary Guarantor will be subordinated to the prior payment in full in cash or Cash Equivalents of all Senior Debt of such Subsidiary Guarantor, which would include approximately $2.9 million of Senior Debt outstanding as of December 31, 1997, and the amounts for which the Subsidiary Guarantors are liable under the guarantees issued from time to time with respect to Senior Debt. The obligations of each Subsidiary Guarantor under its Subsidiary Guarantee are limited with the intention that such Subsidiary Guarantee not constitute a fraudulent conveyance under applicable law. See, however, "Risk Factors -- Fraudulent Conveyance Matters."
The Indenture provides that no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another corporation, Person or entity, whether or not affiliated with such Subsidiary Guarantor unless: (i) subject to the provisions of the following paragraph, the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the New Notes, the Indenture, the Registration Rights Agreement and the Subsidiary Guarantees; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (iii) the Company would be permitted by virtue of the Company's pro forma Fixed Charge Coverage Ratio, immediately after giving effect to such transaction, to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the covenant described below under the caption "Certain Covenants -- Incurrence of Indebtedness and Issuance of Preferred Stock."
The Indenture provides that in the event of a sale or other disposition of all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of any Subsidiary Guarantor, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the capital stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all of the assets of such Subsidiary Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture. See "Redemption or Repurchase at Option of Holders -- Asset Sales."
SUBORDINATION
The payment of principal of, premium, Liquidated Damages, if any, and interest and other Obligations on the New Notes will be subordinated in right of payment, as set forth in the Indenture, to the prior payment in full in cash or Cash Equivalents of all Senior Debt, whether outstanding on the date of the Indenture or thereafter incurred.
Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, an assignment for the benefit of creditors or any marshaling of the Company's assets and liabilities, the holders of Senior Debt will be entitled to receive payment in full in cash or Cash Equivalents of all Obligations in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt) before the Holders of the New Notes will be entitled to receive any payment of cash, properties or securities, with respect to the New Notes, and until all Obligations with respect to Senior Debt are paid in full in cash or Cash Equivalents, any distribution to which the Holders of the New Notes would be entitled shall be made to the holders of Senior Debt (except that Holders of the New Notes may receive and retain Permitted Junior Securities and payments made from the trust described under the caption "-- Legal Defeasance and Covenant Defeasance").
The Company also may not directly or indirectly, (x) make any payment of cash, properties or securities, upon or in respect of the New Notes (except in Permitted Junior Securities or from the trust described under the caption "-- Legal Defeasance and Covenant Defeasance") or (y) acquire any of the New Notes (except
69

in exchange for Permitted Junior Securities) if: (i) a default in the payment of the principal of, premium, if any, interest or other Obligations on Significant Senior Debt occurs and is continuing or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits holders of the Designated Senior Debt as to which such other default relates to accelerate its maturity and the Trustee receives a notice of such default (a "Payment Blockage Notice") from the holders (or their Representative, if applicable) of any Designated Senior Debt. Payments on the New Notes may and shall be resumed: (a) in the case of a payment default, upon the date on which such default is cured or waived and (b) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated in which case (a) above shall become applicable. No new period of payment blockage may be commenced pursuant to (ii) above unless and until: (i) 360 days have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium and Liquidated Damages, if any, and interest on the New Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 180 days.
The Indenture further requires that the Company promptly notify holders of Senior Debt if payment of the New Notes is accelerated because of an Event of Default.
As a result of the subordination provisions described above, in the event of a liquidation or insolvency, Holders of the New Notes may recover less ratably than other creditors of the Company, including holders of Senior Debt. See "Risk Factors -- Subordination." The Indenture limits, subject to certain financial tests, the amount of additional Indebtedness, including Senior Debt, that the Company and its subsidiaries can incur. See "-- Certain Covenants -- Incurrence of Indebtedness and Issuance of Preferred Stock."
OPTIONAL REDEMPTION
The New Notes will not be redeemable at the Company's option prior to March 1, 2003. Thereafter, the New Notes will be subject to redemption at any time at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on March 1 of the years indicated below:

                            YEAR                              PERCENTAGE
                            ----                              ----------
2003........................................................   104.375%
2004........................................................   102.917%
2005........................................................   101.458%
2006 and thereafter.........................................   100.000%	

Notwithstanding the foregoing, at any time prior to March 1, 2001, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of New Notes originally issued under the Indenture at a redemption price of 108.750% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the redemption date, with the net cash proceeds of one or more public offerings of common stock of the Company; provided that New Notes of an aggregate principal amount of at least 65% of the aggregate principal amount of Notes issued on the date of the Indenture remain outstanding immediately after the occurrence of such redemption (excluding New Notes held by the Company and its Subsidiaries); and provided, further, that such redemption shall occur within 45 days of the date of the closing of such public offering.
SELECTION AND NOTICE
If less than all of the New Notes are to be redeemed at any time, selection of New Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange,
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if any, on which the New Notes are listed, or, if the New Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no New Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of New Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any New Note is to be redeemed in part only, the notice of redemption that relates to such New Note shall state the portion of the principal amount thereof to be redeemed. A new New Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original New Note. New Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on New Notes or portions of them called for redemption.
REPURCHASE AT THE OPTION OF HOLDERS
CHANGE OF CONTROL
Upon the occurrence of a Change of Control, each Holder of New Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's New Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase New Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the New Notes as a result of a Change of Control.
On the Change of Control Payment Date, the Company will, to the extent lawful: (i) accept for payment all New Notes or portions thereof properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all New Notes or portions thereof so tendered; and (iii) deliver or cause to be delivered to the Trustee the New Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of New Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of New Notes so tendered the Change of Control Payment for such New Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new New Note equal in principal amount to any unpurchased portion of the New Notes surrendered, if any; provided that each such new New Note will be in a principal amount of $1,000 or an integral multiple thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
The Change of Control provisions described above will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the Holders of the New Notes to require that the Company repurchase or redeem the New Notes in the event of a takeover, recapitalization or similar transaction.
The Senior Credit Agreement prohibits the Company from purchasing any New Notes prior to their maturity and also provides that certain change of control events with respect to the Company would constitute a default thereunder. Any future credit agreements or other agreements relating to Senior Debt to which the Company becomes a party may contain similar restrictions and provisions. The Indenture provides that, prior to complying with the provisions of this covenant, but in any event within 90 days following a Change of Control, the Company will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of New Notes required by this covenant. If the Company does not obtain such a consent or repay such borrowings, the Company will remain prohibited from purchasing New Notes. In such case, the Company's failure to purchase tendered New Notes would constitute an Event of Default under the Indenture which would, in turn, constitute a
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default under the Senior Credit Agreement. In such circumstances, the subordination provisions in the Indenture would likely restrict payments to the Holders of New Notes. There can be no assurance that upon a Change in Control the Company would have sufficient assets to satisfy its obligation to purchase all of the New Notes that might be delivered by Holders seeking to exercise their repurchase right and any repurchase obligation under any Senior Debt then outstanding.
The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all New Notes validly tendered and not withdrawn under such Change of Control Offer.
The definition of Change of Control includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the assets of the Company and its Subsidiaries taken as a whole. Although there is a developing body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of New Notes to require the Company to repurchase such New Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person or group may be uncertain.
ASSET SALES
The Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor received by the Company or such Subsidiary is in the form of cash; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet), of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the New Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (y) any securities, notes or other obligations received by the Company or any such Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision.
Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (a) to permanently reduce Senior Debt (or, if such Senior Debt is revolving Indebtedness under a Credit Facility, to permanently reduce any related commitments of lenders under the Senior Debt (provided that such reductions shall have no effect on the amount of Indebtedness permitted to be incurred pursuant to clause (ii)(b) of the second paragraph of the covenant described under the caption "-- Certain Covenants -- Incurrence of Indebtedness and Issuance of Preferred Stock")), or
(b) to the acquisition of a majority of the assets of, or a majority of the Voting Stock of, another Permitted Business, the making of a capital expenditure or the acquisition of other assets that are not classified as current assets under GAAP and are used or useful in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will be required to make an offer (pro rata in proportion to the principal amount (or accreted value, if applicable) outstanding in respect of any asset sale offer required by the terms of any pari passu Indebtedness incurred in accordance with the Indenture) to all Holders of New Notes (an "Asset Sale Offer") to purchase the maximum principal amount of New Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture.
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To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of New Notes tendered into such Asset Sale Offer surrendered by Holders thereof (and any pari passu Indebtedness, as aforesaid) exceeds the amount of Excess Proceeds, the Trustee shall select the New Notes to be purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero.
CERTAIN COVENANTS
INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK
The Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) and that the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company may incur Indebtedness (including Acquired Debt) or issue shares of Disqualified Stock and any Subsidiary Guarantor may incur Indebtedness or issue preferred stock if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.
The provisions of the first paragraph of this covenant will not apply to the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):
(i) the incurrence by the Company and the Subsidiary Guarantors of term Indebtedness under the Senior Credit Agreement (or, if the Senior Credit Agreement has matured or been terminated or repaid in whole or in part, any other Credit Facility); provided that the aggregate principal amount of all term Indebtedness outstanding under the Credit Facilities after giving effect to such incurrence does not exceed the greater of (a) the aggregate amount of term Indebtedness borrowed under the Senior Credit Agreement on the date of the Indenture less the aggregate amount of all repayments, optional or mandatory, of the principal of any term Indebtedness under the Senior Credit Agreement (other than payments that are immediately reborrowed) that have been made since the date of the Indenture and (b) $30.0 million;
(ii) (a) the incurrence by the Company and the Subsidiary Guarantors of revolving Indebtedness and letters of credit pursuant to the Senior Credit Agreement; provided that the aggregate principal amount of all revolving Indebtedness (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) at any time outstanding under the Senior Credit Agreement pursuant to this subsection (ii)(a) after giving effect to such incurrence does not exceed $100.0 million, less the aggregate amount of all Net Proceeds of Asset Sales applied to permanently reduce revolving commitments with respect to the Senior Credit Agreement pursuant to the covenant described above under the caption "-- Asset Sales"; (b) the incurrence by the Company and the Subsidiary Guarantors of additional revolving Indebtedness and letters of credit pursuant to the Credit Facilities; provided that the aggregate principal amount of all such additional revolving Indebtedness (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Subsidiary Guarantors thereunder) at any time outstanding under all Credit Facilities after giving effect to each incurrence does not exceed (i) the Borrowing Base minus (ii) $100.0 million (or such lesser amount as may then be the maximum aggregate commitments under the Senior Credit Agreement); and (c) the incurrence by Foreign Subsidiaries of revolving Indebtedness and letters of credit pursuant to Credit Facilities; provided that the aggregate principal amount of all revolving Indebtedness (with letters of credit being deemed to have a
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principal amount equal to the maximum potential liability of the Foreign Subsidiaries thereunder) at any \time outstanding to Foreign Subsidiaries under all Credit Facilities after giving effect to such incurrence does not exceed the greater of (i) $15.0 million and (ii) the Foreign Borrowing Base;
(iii) the incurrence by the Company and the Subsidiary Guarantors of Indebtedness under any Floor Plan Financing Facility; provided that the aggregate principal amount of all Indebtedness at any time outstanding under all Floor Plan Financing Facilities after giving effect to such incurrence does not exceed the total cost of the vehicles and equipment securing such Indebtedness;
(iv) the incurrence by the Company or any of its Restricted Subsidiaries of the Existing Indebtedness;
(v) the incurrence by the Company of Indebtedness represented by the New Notes and the incurrence by the Subsidiary Guarantors of the Subsidiary Guarantees;
(vi) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or a Subsidiary Guarantor, in an aggregate principal amount not to exceed $25.0 million at any time outstanding;
(vii) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by the Indenture to be incurred pursuant to the preceding paragraph or clause (iv) or (v) of this paragraph;
(viii) the incurrence by the Company or any of the Subsidiary Guarantors of intercompany Indebtedness between or among the Company and any of the Subsidiary Guarantors or the incurrence by Wholly Owned Restricted Subsidiaries of intercompany Indebtedness between or among Wholly Owned Restricted Subsidiaries; provided, however, that: (i) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Senior Debt and the New Notes; and (ii)(A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Subsidiary Guarantor and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Subsidiary Guarantor shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Subsidiary Guarantor, as the case may be, that was not permitted by this clause (viii);
(ix) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing or hedging: (i) interest rate risk with respect to any floating rate Indebtedness that is permitted by the terms of this Indenture to be outstanding; (ii) the value of foreign currencies purchased or received by the Company in the ordinary course of business, or (iii) commodities purchased in the ordinary course of business for use in a Permitted Business and not for speculation;
(x) the guarantee by the Company or any of the Subsidiary Guarantors of Indebtedness of the Company or a Subsidiary Guarantor that was permitted to be incurred by another provision of this covenant;
(xi) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness incurred in respect of performance, surety and similar bonds and letters of credit (and reimbursement obligations with respect thereto) provided by the Company and the Restricted Subsidiaries in the ordinary course of business for commercial purposes and not for or related to money borrowed;
(xii) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness for letters of credit relating to workers' compensation claims and self-insurance or similar requirements in the ordinary course of business;
(xiii) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from guarantees of Indebtedness of the Company or any of its Restricted Subsidiaries or other
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agreements of the Company or any of its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or Subsidiary, other than guarantees of Indebtedness incurred by any person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition, provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Company and its Subsidiaries in connection with such disposition;
(xiv) the incurrence by a Leasing Subsidiary of Indebtedness in connection with a Leasing Transaction;
(xv) the incurrence by the Company or any Restricted Subsidiary of Indebtedness in connection with the acquisition of assets or a new Subsidiary Guarantor; provided such Indebtedness was incurred by the prior owner of such assets or such Subsidiary Guarantor prior to such acquisition by the Company or one of its Subsidiary Guarantors and was not incurred in connection with, or in contemplation of, such acquisition by the Company or a Subsidiary Guarantor; and provided further that the principal amount (or accreted value, as applicable) of such Indebtedness, together with any other outstanding Indebtedness secured pursuant to this clause (xv) and any Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (xv), does not exceed $10.0 million; and
(xvi) the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (xvi), not to exceed $20.0 million; provided, however, that the principal amount (or accreted value, as applicable) of Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors, at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (xvi), does not exceed $5.0 million.
For purposes of determining compliance with this covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (i) through (xvi) above or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this covenant. Accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this covenant; provided, in each such case, that the amount thereof is included in Fixed Charges of the Company as accrued. Nothing in this covenant shall prohibit the incurrence by the Company's Unrestricted Subsidiaries of Non-Recourse Debt (excluding Indebtedness owed by such Unrestricted Subsidiary to the Company); provided, however, that if any such Indebtedness ceases to be Non-Recourse Debt of an Unrestricted Subsidiary, such event shall be deemed to constitute an incurrence of Indebtedness by a Restricted Subsidiary of the Company.
RESTRICTED PAYMENTS
The Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or to the Company or a Restricted Subsidiary of the Company); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any
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Indebtedness that is subordinated to the New Notes, except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:
(a) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and
(b) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under caption "-- Incurrence of Indebtedness and Issuance of Preferred Stock"; and
(c) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Subsidiaries after the date of the Indenture (excluding Restricted Payments permitted by clauses (ii), (iii) and (iv) of the next succeeding paragraph), is less than the sum, without duplication, of (i) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal month commencing after the date of the Indenture to the end of the Company's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus (ii) 100% of the aggregate net cash proceeds received by the Company since the date of the Indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of Disqualified Stock or debt securities of the Company that have been converted into such Equity Interests (other than Equity Interests (or Disqualified Stock or convertible debt securities) sold to a Subsidiary of the Company), plus (iii) to the extent that any Restricted Investment that was made after the date of the Indenture is sold for cash or otherwise liquidated or repaid for cash, the lesser of (A) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (B) the initial amount of such Restricted Investment, plus (iv) 50% of any cash dividends or other cash distributions received by the Company or a Restricted Subsidiary that is a Subsidiary Guarantor after the date of the Indenture from MFSI or an Unrestricted Subsidiary of the Company (other than dividends or distributions made by Nations Casualty Insurance, Inc.), to the extent that such dividends or other cash distributions were not otherwise included in Consolidated Net Income of the Company for such period, plus (v) to the extent that any Unrestricted Subsidiary designated as such after the date of the Indenture is redesignated as a Restricted Subsidiary after the date of the Indenture, the lesser of (A) the fair market value of the Company's Investment in such Subsidiary as of the date of such redesignation or (B) such fair market value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary, plus (vi) after the sale or liquidation of Nations Casualty Insurance, Inc., 50% of the excess of (A) any cash dividends or other cash distributions received by the Company or a Subsidiary Guarantor after the date of the Indenture from Nations Casualty Insurance, Inc. over (B) any Investment in Nations Casualty Insurance, Inc. permitted pursuant to clause (h) of the definition of Permitted Investments, plus (vii) other Restricted Payments in an aggregate amount not to exceed $5.0 million.
The foregoing provisions will not prohibit: (i) the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of the Indenture; (ii) the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness or Equity Interests of the Company in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, other Equity Interests of the Company (other than any Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (c)
(ii) of the preceding paragraph; (iii) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (iv) the payment of any dividend by a Subsidiary of the Company to the holders of its common Equity Interests on a pro rata basis; and (v) the repurchase, redemption or other acquisition or
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retirement for value of any Equity Interests of the Company or any Subsidiary of the Company held by any member of the Company's (or any of its Subsidiaries') management pursuant to any management equity subscription agreement or stock option agreement in effect as of the date of the Indenture; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $1.0 million in any twelve-month period and shall not at any time exceed $5.0 million in the aggregate and no Default or Event of Default shall have occurred and be continuing immediately after such transaction; (vi) Investments in securities not constituting cash or Cash Equivalents and received in connection with an Asset Sale made pursuant to the provisions of the covenant described under "-- Certain Covenants -- Limitation on Asset Sales" above or any other disposition of assets not constituting an Asset Sale by reason of the threshold contained in the definition thereof; and
(vii) repurchases of Equity Interests deemed to occur upon exercise of stock options if such Equity Interests represent a portion of the exercise price of such options.
The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if such designation would not cause a Default; provided that in no event shall all or substantially all of the business currently operated by the Company, McNeilus Truck & Manufacturing Inc., or Pierce Manufacturing Inc. be transferred to or held by an Unrestricted Subsidiary. For purposes of making such determination, all outstanding Investments by the Company and its Restricted Subsidiaries (except to the extent repaid in cash) in the Subsidiary so designated will be deemed to be Restricted Payments at the time of such designation and will reduce the amount available for Restricted Payments under the first paragraph of this covenant. All such outstanding Investments will be deemed to constitute Investments in an amount equal to the fair market value of such Investments at the time of such designation. Such designation will only be permitted if such Restricted Payment would be permitted at such time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.
The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any non-cash Restricted Payment shall be determined by the Board of Directors whose resolution with respect thereto shall be delivered to the Trustee, such determination to be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if such fair market value exceeds $5.0 million. Not later than five Business Days after making any Restricted Payment, the Company shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by the covenant "Restricted Payments" were computed, together with a copy of any fairness opinion or appraisal required by the Indenture.
LIENS
The Indenture provides that the Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien securing Indebtedness or trade payables on any asset now owned or hereafter acquired, or any income or profits therefrom or assign or convey any right to receive income therefrom, except Permitted Liens.
DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES
The Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: (i)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; (ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of (a) Existing Indebtedness or the Senior Credit Agreement as in effect as of the date of the Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that the provisions contained in such amendments,
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modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Senior Credit Agreement or the agreement governing such Existing Indebtedness, as applicable, as in effect on the date of the Indenture, (b) the Indenture and the New Notes, (c) applicable law, (d) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred by the acquiring Company or Restricted Subsidiary, as applicable, at the time of such acquisition, (e) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (f) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause
(iii) above on the property so acquired, (g) any agreement for the sale of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale, (h) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (i) secured Indebtedness otherwise permitted to be incurred pursuant to the provisions of the covenant described above under the caption "-- Liens" that limits the right of the debtor to dispose of the assets securing such Indebtedness, (j) any Indebtedness incurred by a Foreign Subsidiary pursuant to clause (ii)(c) of the second paragraph of the covenant described above under the caption "-- Indebtedness and Issuance of Preferred Stock," (k) provisions with respect to the disposition or distribution of assets or property in an Asset Sale (or in a transaction which, but for it size, would be an Asset Sale), or in joint venture agreements and other similar agreements entered into in the ordinary course of business and (l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.
MERGER, CONSOLIDATION, OR SALE OF ASSETS
The Indenture provides that the Company may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless: (i) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the New Notes and the Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption "-- Incurrence of Indebtedness and Issuance of Preferred Stock."
TRANSACTIONS WITH AFFILIATES
The Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement,
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understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless: (i) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person; and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. Notwithstanding the foregoing, the following items shall not be deemed to be Affiliate Transactions: (i) any employment or severance agreement and any amendment thereto entered into by the Company or any of its Subsidiaries in the ordinary course of business; (ii) transactions between or among the Company and/or its Restricted Subsidiaries and transactions between or among the Company or any Restricted Subsidiary and any Leasing Subsidiary in the ordinary course of business (including the contribution of overhead costs consistent with past practice and in the ordinary course of business); (iii) undertakings customary in lease securitization transactions for the benefit of any Leasing Subsidiary (whether undertaken in connection with a lease securitization or other transaction involving any Leasing Subsidiary), including Leasing Subsidiary Undertakings and guarantees thereof; (iv) transfers of Lease Assets by MFSI to any Leasing Subsidiary (provided that such transfer includes an assumption of MFSI's Indebtedness in respect of such Lease Assets and a release of MFSI's liability therefor); (v) payment of reasonable directors' fees and benefits, provided that the amount of such fees and benefits paid to any Affiliate does not exceed the amount of such fees and benefits paid to any Person who is not otherwise an Affiliate of the Company; (vi) Restricted Payments that are permitted by the provisions of the Indenture described above under the caption "-- Restricted Payments"; (vii) provision of officers' and directors' indemnification and insurance in the ordinary course of business to the extent permitted by applicable law; (viii) payment of employee salaries, bonuses and employee benefits in the ordinary course of business (including payment of commissions on behalf of any Leasing Subsidiary by the Company or any of its Restricted Subsidiaries consistent with past practices and in the ordinary course of business) and (ix) payment of amounts owing under the existing lease between the Company and Cadence Company and under any amendment or extension thereof so long as any such amendment or extension is not disadvantageous to the Holders of the Notes in any material respect.
SALE AND LEASEBACK TRANSACTIONS
The Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company may enter into a sale and leaseback transaction if: (i) the Company could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption "-- Incurrence of Additional Indebtedness and Issuance of Preferred Stock" and (b) incurred a Lien to secure such Indebtedness pursuant to the covenant described above under the caption "-- Liens;" (ii) the gross cash proceeds of such sale and leaseback transaction are at least equal to the fair market value (as determined in good faith by the Board of Directors and set forth in an Officers' Certificate delivered to the Trustee) of the property that is the subject of such sale and leaseback transaction; and (iii) the transfer of assets in such sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, the covenant described above under the caption "Repurchase at the Option of the Holders -- Asset Sales."
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BUSINESS ACTIVITIES
The Company will not, and will not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Subsidiaries taken as a whole.
PAYMENTS FOR CONSENT
The Indenture provides that neither the Company nor any of its Restricted Subsidiaries will, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder of any New Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the New Notes unless such consideration is offered to be paid or is paid to all Holders of the New Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.
NO SENIOR SUBORDINATED DEBT
The Indenture provides that: (i) the Company will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Senior Debt and senior in any respect in right of payment to the New Notes; and (ii) no Subsidiary Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to Guarantees of Senior Debt or to Senior Debt of such Subsidiary Guarantor and senior in any respect in right of payment to the Subsidiary Guarantees.
ADDITIONAL SUBSIDIARY GUARANTEES
The Indenture provides that (i) if the Company or any of its Restricted Subsidiaries shall, after the date of the Indenture, transfer or cause to be transferred, including by way of any Investment, in one or a series of transactions (whether or not related), any assets, businesses, divisions, real property or equipment having an aggregate fair market value (as determined in good faith by the Board of Directors) in excess of $1.0 million to any Restricted Subsidiary (other than any Leasing Subsidiary) that is not a Subsidiary Guarantor or a Foreign Subsidiary, (ii) if the Company or any of its Restricted Subsidiaries shall acquire another Restricted Subsidiary other than a Foreign Subsidiary having total assets with a fair market value (as determined in good faith by the Board of Directors) in excess of $1.0 million, or (iii) if any Restricted Subsidiary other than a Foreign Subsidiary shall incur Indebtedness in excess of $1.0 million, then the Company shall, at the time of such transfer, acquisition or incurrence cause such Restricted Subsidiary that is the transferee of such transfer, is so acquired, or incurs such Indebtedness (if not then a Subsidiary Guarantor) to become a Subsidiary Guarantor and execute a Supplemental Indenture and deliver an Opinion of Counsel, in accordance with the terms of the Indenture; provided, that: (i) the Subsidiary Guarantee of such Subsidiary Guarantor may be subordinated to Senior Debt of such Subsidiary Guarantor; and (ii) such Restricted Subsidiary shall not be required to issue a Subsidiary Guarantee if such Restricted Subsidiary is a Foreign Subsidiary and such Foreign Subsidiary has not guaranteed and does not guarantee any other Indebtedness of the Company or any other Restricted Subsidiary of the Company that is not a Foreign Subsidiary.
LIMITATION ON ISSUANCES AND SALES OF EQUITY INTERESTS IN WHOLLY OWNED
RESTRICTED SUBSIDIARIES
The Indenture provides that the Company (i) will not, and will not permit any Wholly Owned Restricted Subsidiary of the Company to, transfer, convey, sell, lease or otherwise dispose of any Equity Interests in any Wholly Owned Restricted Subsidiary of the Company to any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the Company), unless (a) such transfer, conveyance, sale, lease or other disposition is of all the Equity Interests in such Wholly Owned Restricted Subsidiary and (b) the cash Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with the covenant described above under the caption "-- Asset Sales," and (ii) will not permit any Wholly Owned Restricted Subsidiary of the Company to issue any of its Equity Interests (other than, if necessary, shares of
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its Capital Stock constituting directors' qualifying shares) to any Person other than to the Company or a Wholly Owned Restricted Subsidiary of the Company.
REPORTS
The Indenture provides that, whether or not required by the rules and regulations of the Commission, so long as any New Notes are outstanding, the Company will furnish to the Holders of Notes: (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a "Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations" that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company, if material) and, with respect to the annual information only, a report thereon by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports, in each case within the time periods specified in the Commission's rules and regulations. In addition, following the consummation of this Exchange Offer, whether or not required by the rules and regulations of the Commission, the Company will file a copy of all such information and reports with the Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, the Company and the Subsidiary Guarantors have agreed that, for so long as any New Notes remain outstanding (unless the Company is subject to the reporting requirements of the Exchange Act), they will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
EVENTS OF DEFAULT AND REMEDIES
The Indenture provides that each of the following constitutes an Event of Default: (i) default for 30 days in the payment when due of interest on, or Liquidated Damages with respect to, the New Notes (whether or not prohibited by the subordination provisions of the Indenture); (ii) default in payment when due of the principal of or premium, if any, on the New Notes whether or not prohibited by the subordination provisions of the Indenture); (iii) failure by the Company or any of its Subsidiaries to comply with the provisions described under the captions "-- Repurchase at the Option of the Holder -- Change of Control," "Repurchase at the Option of the Holder -- Asset Sales," "Certain Covenants -- Restricted Payments," "Certain Covenants -- Incurrence of Indebtedness and Issuance of Preferred Stock," or "Merger, Consolidation or Sale of Assets"; (iv) failure by the Company or any of its Subsidiaries for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the outstanding New Notes to comply with any of its other agreements in the Indenture or the New Notes; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (a) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default") or (b) results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $10.0 million or more; (vi) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; (vii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall
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deny or disaffirm its obligations under its Subsidiary Guarantee; and (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries.
If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding New Notes may declare all the New Notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice") and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Senior Credit Agreement, shall become due and payable upon the first to occur of an acceleration under the Senior Credit Agreement, or five business days after receipt by the Company and the Representative under the Senior Credit Agreement of such Acceleration Notice. In the event of a declaration of acceleration because an Event of Default set forth in clause (v) of the preceding paragraph has occurred and is continuing, such declaration of acceleration shall be automatically annulled if (A) the missed payments in respect of the applicable Indebtedness have been paid or if the holders of the Indebtedness that is subject to acceleration have rescinded their declaration of acceleration, in each case within 60 days thereof and (B) all existing Events of Default, except non-payment of principal or interest which have become due solely because of the acceleration of the New Notes, have been cured or waived. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Subsidiary Guarantor constituting a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary, all outstanding New Notes will become due and payable without further action or notice. Holders of the New Notes may not enforce the Indenture or the New Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding New Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the New Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest.
In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the New Notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the New Notes. If an Event of Default occurs prior to March 1, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the New Notes prior to March 1, 2003, then the premium specified in the Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the New Notes.
The Holders of a majority in aggregate principal amount of the New Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the New Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the New Notes.
The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND SHAREHOLDERS
No director, officer, employee, incorporator or shareholder of the Company or any Subsidiary Guarantor, as such, shall have any liability for any obligations of the Company or any Subsidiary Guarantor under the New Notes, the Indenture or the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of New Notes by accepting a New Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the New Notes and the Subsidiary Guarantees. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.
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LEGAL DEFEASANCE AND COVENANT DEFEASANCE
The Company may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding New Notes ("Legal Defeasance") except for: (i) the rights of Holders of outstanding New Notes to receive payments in respect of the principal of, premium, if any, and interest and Liquidated Damages on such New Notes when such payments are due from the trust referred to below; (ii) the Company's obligations with respect to the New Notes concerning issuing temporary New Notes, registration of New Notes, mutilated, destroyed, lost or stolen New Notes and the maintenance of an office or agency for payment and money for security payments held in trust; (iii) the rights, powers, trusts, duties and immunities of the Trustee, and the Company's obligations in connection therewith; and (iv) the Legal Defeasance provisions of the Indenture. In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect to certain covenants that are described in the Indenture ("Covenant Defeasance") and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the New Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under "Events of Default" will no longer constitute an Event of Default with respect to the New Notes.
In order to exercise either Legal Defeasance or Covenant Defeasance, (i) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the New Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest and Liquidated Damages, if any, on the outstanding New Notes on the stated maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the New Notes are being defeased to maturity or to a particular redemption date;
(ii) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the Holders of the outstanding New Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (iii) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding New Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (iv) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; (v) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (vi) the Company must have delivered to the Trustee an opinion of counsel to the effect that, assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and assuming no Holder of New Notes is an insider of the Company, after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (vii) the Company must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of New Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and (viii) the Company must deliver to the Trustee an Officers' Certificate and an opinion of counsel, each stating that all conditions precedent provided for relating to the Legal Defeasance or the Covenant Defeasance have been complied with.
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TRANSFER AND EXCHANGE
A Holder may transfer or exchange New Notes in accordance with the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company is not required to transfer or exchange any New Note selected for redemption. Also, the Company is not required to transfer or exchange any New Note for a period of 15 days before a selection of New Notes to be redeemed.
The registered Holder of a New Note will be treated as the owner of it for all purposes.
AMENDMENT, SUPPLEMENT AND WAIVER
Except as provided in the next two succeeding paragraphs, the Indenture or the New Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the New Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, New Notes), and any existing default or compliance with any provision of the Indenture or the New Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding New Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, New Notes).
Without the consent of each Holder affected, an amendment or waiver may not (with respect to any New Notes held by a non-consenting Holder): (i) reduce the principal amount of New Notes whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any New Note or alter the provisions with respect to the redemption of the New Notes (other than provisions relating to the covenants described above under the caption "-- Repurchase at the Option of Holders"); (iii) reduce the rate of or change the time for payment of interest on any New Note; (iv) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the New Notes (except a rescission of acceleration of the New Notes by the Holders of at least a majority in aggregate principal amount of the New Notes and a waiver of the payment default that resulted from such acceleration);
(v) make any New Note payable in money other than that stated in the New Notes;
(vi) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders of New Notes to receive payments of principal of or premium, if any, or interest on the New Notes; (vii) waive a redemption payment with respect to any New Note (other than a payment required by one of the covenants described above under the caption "-- Repurchase at the Option of Holders") or (viii) make any change in the foregoing amendment and waiver provisions. In addition, any amendment to the provisions of Article 10 of the Indenture (which relate to subordination) will require the consent of the Holders of at least 66 2/3% in aggregate principal amount of the New Notes then outstanding if such amendment would adversely affect the rights of Holders of New Notes.
Notwithstanding the foregoing, without the consent of any Holder of New Notes, the Company and the Trustee may amend or supplement the Indenture or the New Notes to cure any ambiguity, defect or inconsistency, to provide for uncertificated New Notes in addition to or in place of certificated New Notes, to provide for the assumption of the Company's or any Subsidiary Guarantor's obligations to Holders of New Notes in the case of a merger or consolidation or sale of all or substantially all of the Company's or such Subsidiary Guarantor's assets, to make any change that would provide any additional rights or benefits to the Holders of New Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, or to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act.
CONCERNING THE TRUSTEE
The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions;
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however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.
The Holders of a majority in principal amount of the then outstanding New Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of New Notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.
ADDITIONAL INFORMATION
Anyone who receives this Prospectus may obtain a copy of the Indenture and Registration Rights Agreement without charge by writing to Oshkosh Truck Corporation, 2307 Oregon Street, P.O. Box 2566 Oshkosh, Wisconsin 54903, Attn:
Chief Financial Officer.
BOOK-ENTRY, DELIVERY AND FORM
The New Notes initially being issued in exchange for the Notes will be represented by one or more registered global notes without interest coupons (collectively, the "Global New Notes"). Notwithstanding the foregoing, Notes held in certificated form will be exchanged solely for New Notes in certificated form as discussed below. Upon issuance, the Global New Notes will be deposited with the Trustee, as custodian for The Depository Trust Company ("DTC"), in New York, New York, and registered in the name of DTC or its nominee, for credit to the accounts of DTC's Direct and Indirect Participants (as defined below). Transfers of beneficial interests in any Global New Notes will be subject to the applicable rules and procedures of DTC and its Direct or Indirect Participants, which may change from time to time.
The Global New Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee in certain limited circumstances. Beneficial interests in the Global New Notes may be exchanged for New Notes in certificated form in certain limited circumstances. See "-- Transfer of Interests in Global New Notes for Certificated Notes."
Initially, the Trustee will act as Paying Agent and Registrar. The New Notes may be presented for registration of transfer and exchange at the offices of the Registrar.
Depositary Procedures
DTC has advised the Company that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the "Direct Participants") and to facilitate the clearance and settlement of transactions in those securities between Direct Participants through electronic book-entry changes in accounts of Participants. The Direct Participants include securities brokers and dealers (including the Initial Purchaser), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities that clear through or maintain a direct or indirect, custodial relationship with a Direct Participant (collectively, the "Indirect Participants").
DTC has advised the Company that, pursuant to DTC's procedures, (i) upon deposit of the Global New Notes, DTC will credit the accounts of the Direct Participants designated by the Exchange Agent with portions of the principal amount of the Global New Notes, and (ii) DTC will maintain records of the ownership interests of such Direct Participants in the Global New Notes and the transfer of ownership interests by and between Direct Participants. DTC will not maintain records of the ownership interests of, or the transfer of ownership interests by and between, Indirect Participants or other owners of beneficial interests in the Global New Notes. Direct Participants and Indirect Participants must maintain their own records of the ownership interests of, and the transfer of ownership interests by and between, Indirect Participants and other owners of beneficial interests in the Global New Notes.
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Investors in the Global New Notes may hold their interests therein directly through DTC if they are Direct Participants in DTC or indirectly through organizations that are Direct Participants in DTC. All ownership interests in any Global New Notes are subject to the procedures and requirements of DTC.
The laws of some states in the United States require that certain persons take physical delivery in definitive, certificated form, of securities that they own. This may limit or curtail the ability to transfer beneficial interests in a Global New Note to such persons. Because DTC can act only on behalf of Direct Participants, which in turn act on behalf of Indirect Participants and others, the ability of a person having a beneficial interest in a Global New Note to pledge such interest to persons or entities that are not Direct Participants in DTC, or to otherwise take actions in respect of such interests, may be affected by the lack of physical certificates evidencing such interests. For certain other restrictions on the transferability of the Notes see "-- Transfers of Interests in Global Notes for Certificated Notes."
Except as described in "-- Transfers of Interests in Global New Notes for Certificated New Notes," owners of beneficial interests in the Global New Notes will not have New Notes registered in their names, will not receive physical delivery of New Notes in certificated form and will not be considered the registered owners or holders thereof under the Indenture for any purpose.
Under the terms of the Indenture, the Company ,the Subsidiary Guarantors and the Trustee will treat the persons in whose names the New Notes are registered (including New Notes represented by Global New Notes) as the owners thereof for the purpose of receiving payments and for any and all other purposes whatsoever. Payments in respect of the principal, premium, Liquidated Damages, if any, and interest on Global New Notes registered in the name of DTC or its nominee will be payable by the Trustee to DTC or its nominee as the registered holder under the Indenture. Consequently, neither the Company, the Trustee nor any agent of the Company or the Trustee has or will have any responsibility or liability for (i) any aspect of DTC's records or any Direct Participant's or Indirect Participant's records relating to or payments made on account of beneficial ownership interests in the Global New Notes or for maintaining, supervising or reviewing any of DTC's records or any Direct Participant's or Indirect Participant's records relating to the beneficial ownership interests in any Global New Note or (ii) any other matter relating to the actions and practices of DTC or any of its Direct Participants or Indirect Participants.
DTC has advised the Company that its current payment practice (for payments of principal, interest and the like) with respect to securities such as the New Notes is to credit the accounts of the relevant Direct Participants with such payment on the payment date in amounts proportionate to such Direct Participant's respective ownership interests in the Global New Notes as shown on DTC's records. Payments by Direct Participants and Indirect Participants to the beneficial owners of the New Notes will be governed by standing instructions and customary practices between them and will not be the responsibility of DTC, the Trustee, the Company or the Subsidiary Guarantors. Neither the Company, the Subsidiary Guarantors nor the Trustee will be liable for any delay by DTC or its Direct Participants or Indirect Participants in identifying the beneficial owners of the New Notes and the Company and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee as the registered owner of the New Notes for all purposes.
The Global New Notes will trade in DTC's Same-Day Funds Settlement System and, therefore, transfers between Direct Participants in DTC will be effected in accordance with DTC's procedures, and will be settled in immediately available funds. Transfers between Indirect Participants who hold an interest through a Direct Participant will be effected in accordance with the procedures of such Direct Participant but generally will settle in immediately available funds.
DTC has advised the Company that it will take any action permitted to be taken by a holder of New Notes only at the direction of one or more Direct Participants to whose account interests in the Global New Notes are credited and only in respect of such portion of the aggregate principal amount of the New Notes to which such Direct Participant or Direct Participants has or have given direction. However, if there is an Event of Default under the New Notes, DTC reserves the right to exchange Global New Notes (without the direction of one or more of its Direct Participants) for New Notes in certificated form, and to distribute such certificated forms of New Notes to its Direct Participants. See "-- Transfers of Interests in Global New Notes for Certificated New Notes."
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Although DTC has agreed to the foregoing procedures to facilitate transfers of interests in the Global New Notes among Direct Participants, it is under no obligation to perform or to continue to perform such procedures, and such procedures may be discontinued at any time. None of the Company, the Subsidiary Guarantors, the Initial Purchaser or the Trustee shall have any responsibility for the performance by DTC or its respective Direct and Indirect Participants of their respective obligations under the rules and procedures governing any of their operations.
The information in this section concerning DTC and its book-entry systems has been obtained from sources that the Company believes to be reliable, but the Company takes no responsibility for the accuracy thereof.
Transfers of Interests in Global New Notes for Certificated New Notes
An entire Global New Note may be exchanged for definitive New Notes in registered, certificated form without interest coupons ("Certificated New Notes") if (i) DTC (x) notifies the Company that it is unwilling or unable to continue as depositary for the Global New Notes and the Company thereupon fails to appoint a successor depositary within 90 days or (y) has ceased to be a clearing agency registered under the Exchange Act, (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Certificated New Notes or (iii) there shall have occurred and be continuing a Default or an Event of Default with respect to the New Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by the Direct and Indirect Participants of their interest in such Global New Note, Certificated New Notes will be issued to each person that such Direct and Indirect Participants and DTC identify as being the beneficial owner of the related New Notes.
Beneficial interests in Global New Notes held by any Direct or Indirect Participant may be exchanged for Certificated Notes upon request to DTC, by such Direct Participant (for itself or on behalf of an Indirect Participant), to the Trustee in accordance with customary DTC procedures. Certificated New Notes delivered in exchange for any beneficial interest in any Global New Note will be registered in the names, and issued in any approved denominations, requested by DTC on behalf of such Direct or Indirect Participants (in accordance with DTC's customary procedures).
Neither the Company, the Subsidiary Guarantor nor the Trustee will be liable for any delay by the holder of any Global New Note or DTC in identifying the beneficial owners of New Notes, and the Company and the Trustee may conclusively rely on, and will be protected in relying on, instructions from the holder of the Global New Note or DTC for all purposes.
Same Day Settlement and Payment
The Indenture requires that payments in respect of the New Notes represented by the Global New Notes (including principal, premium, if any, interest and Liquidated Damages, if any) be made by wire transfer of immediately available same day funds to the accounts specified by the holder of such Global New Note. With respect to Certificated New Notes, the Company will make all payments of principal, premium, if any, interest and Liquidated Damages, if any, by wire transfer of immediately available same day funds to the accounts specified by the holders thereof or, if no such account is specified, by mailing a check to each such holder's registered address. The Company expects that secondary trading in the Certificated New Notes will also be settled in immediately available funds.
EXCHANGE OFFER; REGISTRATION RIGHTS
The Company and the Initial Purchaser entered into the Registration Rights Agreement on the Closing Date. Pursuant to the Registration Rights Agreement, the Company agreed to file with the Commission the Exchange Offer Registration Statement of which this Prospectus is a part on the appropriate form under the Securities Act with respect to the New Notes. Pursuant to the Exchange Offer, the Company is offering to the Holders of Transfer Restricted Securities who are able to make certain representations the opportunity to exchange their Transfer Restricted Securities for New Notes. If any Holder of Transfer Restricted Securities notifies the Company prior to the 20th day following consummation of the Exchange Offer that (A) it is
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prohibited by law or Commission policy from participating in the Exchange Offer or (B) that it may not resell the New Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) that it is a broker-dealer and owns Notes acquired directly from the Company or an affiliate of the Company, the Company will file with the Commission a Shelf Registration Statement to cover resales of the Notes by the Holders thereof who satisfy certain conditions relating to the provision of information in connection with the Shelf Registration Statement. The Company will use its best efforts to cause the applicable registration statement to be declared effective as promptly as possible by the Commission. For purposes of the foregoing, "Transfer Restricted Securities" means each Note until: (i) the date on which such Note has been exchanged by a person other than a broker-dealer for a New Note in the Exchange Offer; (ii) following the exchange by a broker-dealer in the Exchange Offer of a Note for a New Note, the date on which such New Note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement; (iii) the date on which such Note has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement; or (iv) the date on which such Note is distributed to the public pursuant to Rule 144 under the Act.
The Registration Rights Agreement provides, among other things, that: (i) unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company will commence the Exchange Offer and use its best efforts to issue on or prior to 30 business days after the date on which the Exchange Offer Registration Statement was declared effective by the Commission, New Notes in exchange for all Notes tendered prior thereto in the Exchange Offer and (ii) if obligated to file the Shelf Registration Statement, the Company will use its best efforts to file the Shelf Registration Statement with the Commission on or prior to 60 days after such filing obligation arises and to cause the Shelf Registration to be declared effective by the Commission on or prior to 150 days after such obligation arises. If (a) the Company fails to file any of the Registration Statements required by the Registration Rights Agreement on or before the date specified for such filing, (b) any of such Registration Statements is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "Effectiveness Target Date"), or (c) the Company fails to consummate the Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (d) the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in the Registration Rights Agreement (each such event referred to in clauses (a) through (d) above a "Registration Default"), then the Company will pay Liquidated Damages to each Holder of Notes, with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to $.05 per week per $1,000 principal amount of Notes held by such Holder. The amount of the Liquidated Damages will increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults of $.25 per week per $1,000 principal amount of Notes. All accrued Liquidated Damages will be paid by the Company on each Damages Payment Date to the Global Note Holder by wire transfer of immediately available funds or by federal funds check and to Holders of Certificated Notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. Following the cure of all Registration Defaults, the accrual of Liquidated Damages will cease.
Holders of Notes will be required to make certain representations to the Company (as described in the Registration Rights Agreement) in order to participate in the Exchange Offer and will be required to deliver certain information to be used in connection with the Shelf Registration Statement and to provide comments on the Shelf Registration Statement within the time periods set forth in the Registration Rights Agreement in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Liquidated Damages set forth above.
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CERTAIN DEFINITIONS
Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.
"Acquired Debt" means, with respect to any specified Person, (i) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, including, without limitation, Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Subsidiary of such specified Person, and (ii) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.
"Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 25% or more of the Voting Stock of a Person shall be deemed to be control.
"Asset Sale" means: (i) the sale, lease, conveyance or other disposition of any assets or rights (including, without limitation, by way of a sale and leaseback) other than sales of inventory in the ordinary course of business (provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole will be governed by the provisions of the Indenture described above under the caption "-- Change of Control" and/or the provisions described above under the caption "-- Merger, Consolidation or Sale of Assets" and not by the provisions of the Asset Sale covenant); and (ii) the issue or sale by the Company or any of its Subsidiaries of Equity Interests of any of the Company's Subsidiaries, in the case of either clause (i) or (ii), whether in a single transaction or a series of related transactions (a) that have a fair market value in excess of $1.5 million or (b) for net proceeds in excess of $1.5 million. Notwithstanding the foregoing, the following items shall not be deemed to be Asset Sales: (i) a transfer of assets by the Company to a Wholly Owned Restricted Subsidiary or by a Wholly Owned Restricted Subsidiary to the Company or to another Wholly Owned Restricted Subsidiary, (ii) an issuance of Equity Interests by a Wholly Owned Restricted Subsidiary to the Company or to another Wholly Owned Restricted Subsidiary, (iii) a Restricted Payment that is permitted by the covenant described above under the caption "-- Restricted Payments," (iv) the sale by the Company of Equity Interests in, or assets of, Summit Performance Systems, Inc. for net proceeds that include promissory notes in an aggregate principal amount of not more than $5.0 million (v) the initial transfers of Lease Assets from MFSI to another Leasing Subsidiary and (vi) transfer of Lease Assets to or by a Leasing Subsidiary in the ordinary course of business.
"Attributable Debt" in respect of a sale and leaseback transaction means, at the time of determination, the present value (discounted at the rate of interest implicit in such transaction, determined in accordance with GAAP) of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction (including any period for which such lease has been extended or may, at the option of the lessor, be extended).
"Borrowing Base" means, as of any date, an amount equal to the sum of (a) 85% of the face amount of all accounts receivable owned by the Company and the Subsidiary Guarantors that are not Foreign Subsidiaries as of such date that are not more than 90 days past due, and (b) 65% of the book value of all inventory owned by the Company and its Subsidiary Guarantors that are not Foreign Subsidiaries as of such date; minus the sum of (a) the aggregate amount of trade payables of the Company and its Subsidiary Guarantors that are not Foreign Subsidiaries as of such date, and (b) the aggregate outstanding Indebtedness under any Floor Plan Financing Facility as of such date, all calculated on a consolidated basis and in accordance with GAAP.
"Capital Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized on a balance sheet in accordance with GAAP.
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"Capital Stock" means: (i) in the case of a corporation, corporate stock;
(ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (iii) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited) and
(iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.
"Cash Equivalents" means (i) United States dollars or, solely with respect to any Foreign Subsidiary, its local currency equivalent; (ii) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than six months from the date of acquisition; (iii) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers' acceptances with maturities not exceeding six months and overnight bank deposits, in each case with any lender party to the Senior Credit Agreement or with any domestic commercial bank having capital and surplus in excess of $500 million and a Thompson Bank Watch Rating of "B" or better;
(iv) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (ii) and (iii) above entered into with any financial institution meeting the qualifications specified in clause (iii) above; (v) commercial paper having the highest rating obtainable from Moody's Investors Service, Inc. or Standard & Poor's Corporation and in each case maturing within six months after the date of acquisition; and (vi) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (i) - (v) of this definition.
"Change of Control" means the occurrence of any of the following: (i) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole to any "person" (as such term is used in Section 13(d)(3) of the Exchange Act); (ii) the adoption of a plan relating to the liquidation or dissolution of the Company; (iii) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as defined above), other than the Principals and their Related Parties, becomes the "beneficial owner" (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that a person shall be deemed to have "beneficial ownership" of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition), directly or indirectly, of more than 35% of the Voting Stock of the Company (measured by voting power rather than number of shares); or (iv) the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of the Company outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance).
"Consolidated Cash Flow" means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus: (i) an amount equal to any extraordinary loss plus any net loss realized in connection with an Asset Sale (to the extent such losses were deducted in computing such Consolidated Net Income); plus (ii) provision for taxes based on income or profits of such Person and its Subsidiaries for such period, to the extent that such provision for taxes was included in computing such Consolidated Net Income; plus (iii) consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net payments (if any) pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income; plus (iv) depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other
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non-cash expenses (including, without limitation, LIFO charges but excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus (v) non-cash items increasing such Consolidated Net Income for such period (including without limitation under any LIFO credit), in each case, on a consolidated basis and determined in accordance with GAAP. Notwithstanding the foregoing, the provision for taxes on the income or profits of, and the depreciation and amortization and other non-cash expenses of, a Subsidiary of the referent Person shall be added to Consolidated Net Income to compute Consolidated Cash Flow only to the extent that a corresponding amount would be permitted at the date of determination to be dividended or otherwise distributed to the Company by such Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its stockholders.
"Consolidated Net Income" means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that: (i) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the referent Person or a Wholly Owned Subsidiary thereof that is a Subsidiary Guarantor; (ii) the Net Income of any Restricted Subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders; (iii) the Net Income of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition shall be excluded; (iv) the cumulative effect of a change in accounting principles shall be excluded; (v) the Net Income (or loss) of any Unrestricted Subsidiary that is a Leasing Subsidiary shall be included; provided, that such Net Income shall be so included only to the extent of cash dividends or other cash distributions paid by such Leasing Subsidiary during such period to the Company or a Restricted Subsidiary; and (vi) the Net Income
(but not loss) of any Unrestricted Subsidiary (other than a Leasing Subsidiary)
shall be excluded, whether or not distributed to the Company or one of its Restricted Subsidiaries. MFSI shall be considered an Unrestricted Subsidiary for purposes of this definition provided that (a) MFSI incurs no Indebtedness other than Indebtedness of MFSI existing on the date of the Indenture and has no Indebtedness other than Indebtedness that would be Non-Recourse Debt but for the existence of the Letter Agreements and (b) none of the Company or any of its Restricted Subsidiaries have made any payment or contribution in connection with any Letter Agreement.
"Credit Facilities" means, one or more debt facilities (including, without limitation, the Senior Credit Agreement) or commercial paper facilities with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time. Indebtedness incurred under Credit Facilities in existence on the date on which Notes are first issued and authenticated under the Indenture shall be deemed to have been incurred on such date in reliance on, and shall be permitted by, the exceptions provided by clause (i) or (ii), as applicable, of the definition of Permitted Indebtedness.
"Default" means any event that is or with the passage of time or the giving of notice or both would be an Event of Default.
"Designated Senior Debt" means: (i) any Indebtedness outstanding under the Senior Credit Agreement and (ii) any other Senior Debt permitted under the Indenture the principal amount of which is $25 million or more and that has been designated by the Company (with, so long as the Senior Credit Agreement is in effect, the consent of the Representative thereunder) as "Designated Senior Debt."
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"Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the Holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature; provided, however, that any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Company to repurchase such Capital Stock upon the occurrence of a Change of Control or an Asset Sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption "-- Certain Covenants -- Restricted Payments."
"Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).
"Existing Indebtedness" means Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Senior Credit Agreement) in existence on the date of the Indenture, until such amounts are repaid.
"Fixed Charges" means, with respect to any Person for any period, the sum, without duplication, of: (i) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings (other than letters of credit posted in lieu of performance or completion bonds), and net payments (if any) pursuant to Hedging Obligations); and (ii) the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; and (iii) any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries (whether or not such Guarantee or Lien is called upon); and (iv) the product of (a) all dividend payments, whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividend payments on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP. MFSI shall not be considered a Restricted Subsidiary for purposes of this definition provided that (a) MFSI incurs no Indebtedness other than Indebtedness of MFSI existing on the date of the Indenture and has no Indebtedness other than Indebtedness that would be Non-Recourse Debt but for the existence of the Letter Agreements and (b) none of the Company or any of its Restricted Subsidiaries have made any payments or contribution in connection with any Letter Agreement.
"Fixed Charge Coverage Ratio" means with respect to any Person for any period, the ratio of the Consolidated Cash Flow of such Person and its Restricted Subsidiaries for such period to the Fixed Charges of such Person and its Restricted Subsidiaries for such period. In the event that the referent Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees or redeems any Indebtedness (other than revolving credit or floor plan borrowings) or issues or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee or redemption of Indebtedness, or such issuance or redemption of preferred stock, as if the same had occurred at the beginning of the applicable four-quarter reference period. In addition, for purposes of making the computation referred to above (i) acquisitions that have been made by the Company or any of its Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date shall be deemed to have occurred on the first day of the four-quarter reference period and Consolidated Cash Flow
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for such reference period shall be calculated (x) without giving effect to clause (iii) of the proviso set forth in the definition of Consolidated Net Income and (y) to include the pro forma adjustments reflected in the unaudited pro forma condensed consolidated financial statements prepared in connection with the acquisition of McNeilus Companies, Inc. and included in this Prospectus with respect to the Notes, and an adjustment of up to $1.0 million reflecting the difference between $1.3 million and the actual charitable contributions made by the Company for any four quarter period ending on or prior to March 31, 1999 and (ii) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded, and (iii) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the referent Person or any of its Restricted Subsidiaries following the Calculation Date.
"Floor Plan Financing Facility" means any facility entered or to be entered into by the Company or any Restricted Subsidiary pursuant to which such Person may (i) incur Indebtedness to purchase vehicles and/or related equipment from certain vendors for the prompt resale to customers in the ordinary course of business and (ii) grant a security interest in such vehicles and/or related equipment to secure such borrowings.
"Foreign Borrowing Base" means, as of any date, an amount equal to the sum of (a) 85% of the face amount of all accounts receivable owned by Restricted Subsidiaries that are Foreign Subsidiaries as of such date that are not more than 90 days past due, and (b) 65% of the book value of all inventory owned by Restricted Subsidiaries that are Foreign Subsidiaries as of such date; minus the aggregate amount of trade payables of Restricted Subsidiaries that are Foreign Subsidiaries as of such date, all calculated on a consolidated basis and in accordance with GAAP.
"Foreign Subsidiary" means any Subsidiary not organized and validly existing under the laws of the United States or any state thereof or the District of Columbia.
"GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the date of the Indenture.
"Guarantee" means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof), of all or any part of any Indebtedness; provided, however, that the Letter Agreements shall not be deemed Guarantees.
"Hedging Obligations" means, with respect to any Person, the obligations of such Person under: (i) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements; (ii) other agreements or arrangements designed to protect such Person against fluctuations in interest rates; and (iii) agreements or arrangements designed to protect such Person against fluctuations in the value of foreign currency.
"Indebtedness" means, with respect to any Person, any indebtedness of such Person, whether or not contingent, in respect of borrowed money or evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) or banker's acceptances or representing Capital Lease Obligations or the balance deferred and unpaid of the purchase price of any property or representing any Hedging Obligations, except any such balance that constitutes an accrued expense or trade payable, if and to the extent any of the foregoing (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP, as well as all Indebtedness of others secured by a Lien on any asset of such Person (whether or not such Indebtedness is assumed by such Person) and, to the extent not otherwise included, the Guarantee by such Person of any Indebtedness of any other Person. The amount of any Indebtedness outstanding as of any date shall be (i) the accreted value thereof, in the case of any Indebtedness issued with original issue discount, and (ii) the
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principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.
"Investments" means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the forms of direct or indirect loans (including guarantees of Indebtedness or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption "-- Restricted Payments."
"Lease Assets" means, with respect to any lease, all of the following property and interests in property whether now existing or existing in the future or hereafter acquired or arising: (i) all vehicles or equipment manufactured or refurbished by the Company or any of its Subsidiaries (and truck chassis, cement block boom trucks and similar vehicles or equipment manufactured or refurbished by third parties) and acquired by a Leasing Subsidiary in connection with such assets being contemporaneously leased to a third party;
(ii) all leases and other contracts or agreements relating to the lease financing by a customer of vehicles or equipment manufactured or refurbished by the Company or any of its Subsidiaries; (iii) all accounts receivable and other obligations incurred by lessees in connection with the foregoing, no matter how evidenced; (iv) all rights to any vehicles or equipment subject to any of the foregoing after or in connection with creation of the foregoing, including, without limitation, returned or repossessed goods; (v) all reserves and credit balances with respect to any such lease contracts or agreements or lessees; (vi) all letters of credit, security or guarantees for any of the foregoing; (vii) all insurance policies or reports relating to any of the foregoing; and (viii) all books and records relating to any of the foregoing.
"Leasing Subsidiary" means MFSI, Oshkosh/McNeilus Financial Services, Inc., Oshkosh/McNeilus Financial Services Partnership and any other Subsidiary (or partnership of which a Subsidiary of the Company is a general partner) that is designated by the Board of Directors of the Company as a Leasing Subsidiary and that is exclusively engaged in Leasing Transactions and activities related thereto. If at any time any Leasing Subsidiary should engage in a transaction or activity other than those described above, it shall thereafter cease to be a Leasing Subsidiary for purpose of the Indenture.
"Leasing Subsidiary Undertaking" means a guarantee (i) of indemnification obligations with respect to representations and warranties made by a Leasing Subsidiary in connection with a transfer of Lease Assets to a partnership that is a Leasing Subsidiary, provided that such representations and warranties are similar to those that would customarily be made in connection with a transfer of assets in a lease securitization; (ii) of the performance by a Leasing Subsidiary of its obligations as tax matters partner or as portfolio manager of a partnership that is a Leasing Subsidiary; or (iii) of the performance by a Leasing Subsidiary of its obligations as a partner to a partnership that is a Leasing Subsidiary, provided, however, that the guarantee of obligations set forth in clause (iii) shall not at any time exceed the amount that the Company could then invest in a Leasing Subsidiary pursuant to clause (f) of the definition of Permitted Investments and, provided further, that the guarantees set forth in clauses (i), (ii) and (iii) above shall not include guarantees of Indebtedness of a Leasing Subsidiary or obligations to make loans, investments or capital contributions in or to a partnership that is a Leasing Subsidiary.
"Leasing Transaction" means (i) the sale or other disposition to a third party of Lease Assets or an interest therein; (ii) the borrowing of money secured by Lease Assets; or (iii) the sale or other disposition of Lease Assets or an interest therein to a Leasing Subsidiary followed by a financing transaction in connection with such sale or disposition of such Lease Assets (whether such financing transaction is effected by such Leasing Subsidiary or by a third party to whom such Leasing Subsidiary sells such Lease Assets or interests
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therein); provided that in each of the foregoing, the Company or its Restricted Subsidiaries receive or have received at least 95% of the aggregate sale price attributed to the vehicles and equipment that underlie the Leases financed in such transaction.
"Letter Agreement" means (i) a guarantee in place on the date of the Indenture in an amount not to exceed $1.0 million by McNeilus Truck and Manufacturing, Inc. of obligations of MFSI to FBS Business Finance Corporation and (ii) letter agreements in effect on the date of the Indenture concerning the maintenance by McNeilus Companies, Inc. of a minimum net worth of MFSI for the benefit of the lenders to MFSI on the date of the Indenture and related documents in favor of Navistar Financial Corporation.
"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).
"MFSI" means McNeilus Financial Services, Inc.
"Net Income" means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however: (i) any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with (a) any Asset Sale (including, without limitation, dispositions pursuant to sale and leaseback transactions) or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and (ii) any extraordinary or nonrecurring gain (but not loss), together with any related provision for taxes on such extraordinary or nonrecurring gain (but not loss).
"Net Proceeds" means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees, and sales commissions) and any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of Senior Debt secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.
"Non-Recourse Debt" means Indebtedness as to which neither the Company nor any of its Restricted Subsidiaries (i) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness, but excluding undertakings customary in lease securitization transactions for the benefit of any Leasing Subsidiary, and guarantees thereof),
(ii) is directly or indirectly liable (as a guarantor or otherwise), or (iii) constitutes the lender.
"Obligations" means any principal, interest (including interest accruing after the commencement of any bankruptcy, reorganization, insolvency or similar proceeding relating to the Company or any of its Subsidiaries whether or not allowed as a claim in such proceeding), penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.
"Permitted Business" means (a) any business in which the Company and its Subsidiaries are engaged on the date of the Indenture or any reasonable extension or expansion of such businesses and (b) any business similar or related to the manufacture, design, leasing, marketing, financing, servicing, refurbishment, distribution or resale of specialty trucks or truck bodies or of parts or components thereof.
"Permitted Investments" means (a) any Investment in the Company or in a Subsidiary Guarantor; (b) any Investment in Cash Equivalents; (c) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment (i) such Person becomes a Wholly Owned
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Restricted Subsidiary of the Company and a Subsidiary Guarantor or (ii) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Wholly Owned Restricted Subsidiary of the Company that is a Subsidiary Guarantor and that is engaged in the same or a similar line of business as the Company and its Subsidiaries were engaged in on the date of the Indenture; (d) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption "-- Repurchase at the Option of Holders -- Asset Sales"; (e) any acquisition of assets solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;
(f) Investments in Leasing Subsidiaries having an aggregate fair market value (measured on the date such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (f) that are at the time outstanding, not to exceed $15.0 million; provided, that Investments made by a Leasing Subsidiary in another Leasing Subsidiary do not count against such $15.0 million limitation;
(g) contributions of Lease Assets from one Leasing Subsidiary to another Leasing Subsidiary; (h) Investments that are Leasing Subsidiary Undertakings; (i) Investments in Nations Casualty Insurance, Inc. in an aggregate amount not to exceed the aggregate amount of dividends paid to the Company by Nations Casualty Insurance, Inc. after the date of the Indenture; (j) Investments in Permitted Joint Ventures, Unrestricted Subsidiaries or Foreign Subsidiaries having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (j) that are at the time outstanding; not to exceed $15.0 million; and (k) other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (k) that are at the time outstanding, not to exceed $10.0 million.
"Permitted Joint Venture" means any joint venture, partnership or other Person incorporated or otherwise formed in a jurisdiction outside the United States or the District of Columbia designated as a Permitted Joint Venture by the Board of Directors, all of whose Indebtedness is Non-Recourse Debt or otherwise permitted to be incurred by such entity pursuant to clause (ii)(c) and/or (xvi) of the second paragraph of the covenant described above under the caption "-- Certain Covenants -- Incurrence of Indebtedness and Issuance of Preferred Stock" and (ii) which is engaged in a Permitted Business. Any such designation or designation to the contrary shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution giving effect to such designation and an Officers' Certificate certifying that such designation complied with the foregoing provisions.
"Permitted Junior Securities" means Equity Interests in the Company or any Subsidiary Guarantor or debt securities that are subordinated to all Senior Debt (and any debt or equity securities issued in exchange for Senior Debt) to substantially the same extent as, or to a greater extent than, the New Notes are subordinated to Senior Debt pursuant to Article 10 of the Indenture.
"Permitted Liens" means: (i) Liens securing Indebtedness and Guarantees under Credit Facilities or other Senior Debt that was permitted by the terms of the Indenture to be incurred; (ii) Liens on vehicles or related equipment securing Indebtedness under Floor Plan Financing Facilities that was permitted by the terms of the Indenture to be incurred; (iii) Liens on assets of a Leasing Subsidiary securing Indebtedness under Leasing Transactions, that were permitted by terms of the Indenture to be incurred; (iv) Liens in favor of the Company and its Subsidiary Guarantors; (v) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company; (vi) Liens on property existing at the time of acquisition thereof by the Company or any Subsidiary of the Company, provided that such Liens were in existence prior to the contemplation of such acquisition; (vii) Liens to secure obligations in respect of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business; (viii) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (vi) of the second paragraph of the covenant entitled "Incurrence of Indebtedness and Issuance of Preferred Stock" covering only the assets acquired with such
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Indebtedness; (ix) Liens (including Liens to secure Indebtedness under the Senior Credit Agreement) existing on the date of the Indenture; (x) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor; (xi) Liens on assets of Subsidiary Guarantors to secure Senior Debt of such Subsidiary Guarantors that was permitted by the Indenture to be incurred; (xii) Liens on assets of Unrestricted Subsidiaries that secure Non-Recourse Debt of Unrestricted Subsidiaries; (xiii) Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security; (xiv) easements, rights-of-way, municipal and zoning ordinances and similar charges, encumbrances, title defects or other irregularities that do not materially interfere with the ordinary course of business of the Company or any of the Restricted Subsidiaries; (xv) any interest or title of a lessor in the property subject to any Capitalized Lease or operating lease; (xvi) Liens arising from filing Uniform Commercial Code financing statements regarding leases; (xvii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(xviii) Liens on customer deposits in favor of the depositor; (xix) Liens encumbering customary initial deposits and margin deposits, and other Liens that are either within the general parameters customary in the industry and incurred in the ordinary course of business, in each case securing Hedging Obligations;
(xx) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Company or any of the Restricted Subsidiaries in the ordinary course of business in accordance with the past practices of the Company and the Restricted Subsidiaries prior to the date on which the Notes were issued; (xxi) carriers', warehousemen's, mechanics', landlords' materialmen's, repairmen's or other like Liens arising in the ordinary course of business in respect of obligations not overdue for a period in excess of 60 days or which are being contested in good faith by appropriate proceedings promptly instituted and diligently prosecuted; provided that any reserve or other appropriate provision as shall be required to conform with GAAP shall have been made therefor; (xxii) any attachment or judgment Lien not constituting an Event of Default under clause (vi) of the first paragraph of the section described above under the caption "Events of Default and Remedies"; and (xxiii) Liens on property of the Company or any Subsidiary of the Company with respect to obligations that do not exceed $5.0 million in the aggregate at any one time outstanding.
"Permitted Refinancing Indebtedness" means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that: (i) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus accrued interest on, the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of reasonable expenses incurred in connection therewith); (ii) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; (iii) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the New Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the New Notes on terms at least as favorable to the Holders of New Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and (iv) such Indebtedness is incurred either by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.
"Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, estate, unincorporated organization or government or any agency or political subdivision thereof.
"Principal" means J. Peter Mosling, Jr., Stephen P. Mosling and Cadence Company, as long as a majority of its economic interest is held by J. Peter Mosling, Jr., Stephen P. Mosling and their Related Parties.
"Related Parties" with respect to any Principal means (A) 70% (or more) owned Subsidiary, or spouse or immediate family member (in the case of an individual) of such Principal or (B) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding an
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70% or more controlling interest of which consist of such Principal and/or such other Persons referred to in the immediately preceding clause (A).
"Representative" means the indenture trustee or other trustee, agent or representative in respect of any Designated Senior Debt; provided that, if and for so long as any Designated Senior Debt lacks such a representative, then the Representative for such Designated Senior Debt shall at all times constitute the holders of a majority in outstanding principal amount of such Designated Senior Debt in respect of any Designated Senior Debt.
"Restricted Investment" means an Investment other than a Permitted Investment.
"Restricted Subsidiary" of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.
"Senior Credit Agreement" means that certain Credit Agreement, dated as of the date of the Indenture, by and among the Company, Bank of America National Trust and Savings Association (as administrative agent) and the Lenders named therein, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, modified, renewed, refunded, replaced or refinanced (directly or indirectly) in whole or in part from time to time.
"Senior Debt" means: (i) all Indebtedness now or hereafter outstanding under Credit Facilities and all Hedging Obligations with respect thereto; (ii) any other Indebtedness permitted to be incurred by the Company under the terms of the Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the New Notes and (iii) all Obligations with respect to the foregoing. Notwithstanding anything to the contrary in the foregoing, Senior Debt will not include (v) Indebtedness which is classified as non-recourse in accordance with GAAP or any unsecured claim arising in respect hereof by reason of application of section 1111(b)(1) of the U.S. bankruptcy code, (w) any liability for federal, state, local or other taxes owed or owing by the Company,
(x) any Indebtedness of the Company to any of its Subsidiaries or other Affiliates, (y) any trade payables or (z) any Indebtedness that is incurred in violation of the Indenture.
"Significant Senior Debt" means any (i) Indebtedness outstanding under Credit Facilities or (ii) Senior Debt with principal amount due (as accreted value with respect to Senior Debt issued at a discount) in excess of $5.0 million upon initial issuance thereof.
"Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Act, as such Regulation is in effect on the date hereof.
"Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.
"Subsidiary" means, with respect to any Person: (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and (ii) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).
"Subsidiary Guarantees" means the Guarantees of the payment obligations in respect of the New Notes by the Subsidiary Guarantors.
"Subsidiary Guarantor" means each of (i) McNeilus Truck & Manufacturing, Inc., Iowa Contract Fabricators, Inc., McIntire Fabricators, Inc., Kensett Fabricators, Inc., McNeilus Companies, Inc. McNeilus Financial, Inc., Pierce Manufacturing, Inc., and Summit Performance Systems, Inc. and (ii) any other Person that executes a Subsidiary Guarantee in accordance with the provisions of the Indenture, and their respective successors and assigns.
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"Subsidiary Guarantor Senior Debt" means any Indebtedness of a Subsidiary Guarantor that would constitute Senior Debt if incurred by the Company (including, without limitation, Guarantees of Obligations under Credit Facilities).
"Unrestricted Subsidiary" means Nations Casualty Insurance, Inc., Oshkosh/McNeilus Financial Services, Inc. and any Subsidiary that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution; but only to the extent that such Subsidiary: (i) has no Indebtedness other than Non-Recourse Debt; (ii) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (iii) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Equity Interests or (y) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; and (iv) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries (excluding assumption of Indebtedness of MFSI by any Leasing Subsidiary). Any such designation by the Board of Directors shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers' Certificate certifying that such designation complied with the foregoing conditions and was permitted by the covenant described above under the caption "Certain Covenants -- Restricted Payments." If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date (and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption "Incurrence of Indebtedness and Issuance of Preferred Stock," the Company shall be in default of such covenant). The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if: (i) such Indebtedness is permitted under the covenant described under the caption "Certain Covenants -- Incurrence of Indebtedness and Issuance of Preferred Stock," calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (ii) no Default or Event of Default would be in existence following such designation.
"Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.
"Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by (ii) the then outstanding principal amount of such Indebtedness.
"Wholly Owned Restricted Subsidiary" of any Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors' qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person and one or more Wholly Owned Subsidiaries of such Person.
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CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
THIS SUMMARY IS OF A GENERAL NATURE AND IS INCLUDED HEREIN SOLELY FOR INFORMATIONAL PURPOSES. IT IS NOT INTENDED TO BE, NOR SHOULD IT BE CONSTRUED AS BEING, LEGAL OR TAX ADVICE. NO REPRESENTATION WITH RESPECT TO THE CONSEQUENCES TO ANY PARTICULAR PURCHASER OF THE NEW NOTES IS MADE. PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR OWN TAX ADVISERS WITH RESPECT TO THEIR PARTICULAR CIRCUMSTANCES.
The following discussion is a summary of certain United States federal income tax considerations relevant to the purchase, ownership and disposition of the New Notes by holders thereof, based upon current provisions of the Internal Revenue Code of 1986, as amended (the "Code"), judicial decisions, and administrative interpretations, all of which are subject to change at any time by legislative, judicial or administrative action. Any such changes may be applied retroactively in a manner that could adversely affect a holder of the New Notes. There can be no assurance that the Internal Revenue Service (the "IRS") will not challenge the conclusions stated below, and no ruling from the IRS has been or will be sought on any of the matters discussed below.
The following discussion does not purport to be a complete analysis of all the potential federal income tax effects relating to the purchase, ownership and disposition of the New Notes, and, without limiting the generality of the foregoing, this summary does not address the effect of any special rules applicable to certain types of purchasers (including dealers in securities, insurance companies, financial institutions, tax-exempt entities, and persons who hold New Notes as part of a straddle, hedge, or conversion transaction). In addition, this discussion is limited to holders who are the initial purchasers of the New Notes and hold the New Notes as capital assets within the meaning of
Section 1221 of the Code. This discussion does not address the effect of any state, local, or foreign tax laws.
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES TO U.S. PERSONS
The term "U.S. Person" means (i) an individual who is a citizen or resident of the United States, (ii) a corporation or partnership created or organized in or under the laws of the United States or any state thereof, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source, or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust. The term "Foreign Person" means a person other than a U.S. Person.
Taxation of Interest and Liquidated Damages
Any interest or Liquidated Damages earned on a New Note held by a U.S. Person is generally required to be included in the holder's gross income for federal income tax purposes at the time that the interest or Liquidated Damages is paid or accrued, in accordance with the holder's method of accounting for federal income tax purposes.
For purposes of determining whether the New Notes are issued with original issue discount, the Company has made a determination (which is binding on the holders of the New Notes unless a holder explicitly discloses on its timely filed federal income tax return that its determination in this regard is different from the Company's determination) that the possibility that any Liquidated Damages will be paid on the New Notes is remote. Accordingly, the Company will treat the New Notes as being issued without any original issue discount.
Sale or Exchange of Notes
In the case of a sale or exchange (including a redemption) of a New Note, the holder will recognize gain or loss equal to the difference, if any, between the amount received (other than any amount representing accrued but unpaid stated interest) and the holder's adjusted tax basis in the New Note. Any such gain or loss will be treated as a capital gain or loss. Any capital gain or loss on a sale or exchange of a New Note will be treated as a long-term capital gain or loss if, at the time of the sale or exchange, the New Note has been held
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by the holder for more than one year; otherwise, the capital gain or loss will be short-term. An individual's long-term capital gain is subject to federal income tax at a maximum stated rate of either 20%, if the individual has held the New Notes for more than 18 months prior to the sale or exchange, or 28%, if the individual has held the New Notes for not more than 18 months prior to the sale or exchange. An individual's short-term capital gain is taxed at ordinary income tax rates. An individual's capital loss is first deductible against other capital gains and then the amount of any remaining capital loss, up to $3,000 (or $1,500 for married persons filing separately), is deductible against other income. Capital losses in excess of these amounts will carry over as a capital loss to succeeding years.
In addition, the recognition of capital gain on the New Notes could cause an individual to exceed certain income thresholds which, in turn, could cause items of income otherwise not taxable to the individual to become taxable and/or could affect the individual's ability to utilize all or a portion of his or her personal exemptions, certain itemized deductions and certain other deductions.
For corporations, a capital gain is subject to federal income tax at a stated maximum rate of 35%, while any capital loss can be offset only against capital gains. Any unutilized capital loss generally can be carried back three years and forward five years to be offset against net capital gains generated in those years.
CERTAIN U.S. FEDERAL INCOME AND ESTATE TAX CONSEQUENCES TO FOREIGN PERSONS
The following is a general discussion of certain United States federal income and estate tax consequences of the ownership and disposition of New Notes by a Foreign Person. This discussion is limited to Foreign Persons other than former United States citizens described in Section 877(a) of the Code or former residents of the United States described in Sections 877(e) or 7701(b)(10) of the Code. Holders of New Notes who are Foreign Persons are urged to consult their own tax advisers regarding the specific tax consequences to them of owning and disposing of New Notes.
Any interest or Liquidated Damages earned on a New Note by a holder who is a Foreign Person will be considered "portfolio interest" and will not be subject to United States federal income tax or withholding if:
(1) such Foreign Person is neither (i) a "controlled foreign corporation" that is related to the Issuer as described in Section 881(c)(3)(C) of the Code, (ii) a bank that has purchased New Notes pursuant to an extension of credit made in the ordinary course of its trade or business, nor (iii) a person who owns, directly or under the attribution rules of Section 871(h)(3)(C) of the Code, 10% or more of the voting power in the Company;
(2) the person who would otherwise be required to withhold tax from payments of such interest or Liquidated Damages (the "withholding agent") is furnished an IRS Form W-9 (or equivalent), signed under penalties of perjury, identifying the beneficial owner of the Note and stating that the beneficial owner of the New Note is a Foreign Person; and
(3) the interest or Liquidated Damages is not effectively connected with the conduct of a trade or business within the United States by the Foreign Person.
The United States Treasury Department recently promulgated final regulations regarding withholding and information reporting, which regulations are generally effective for payments made after December 31, 1998. In general, the final regulations do not significantly alter the substantive withholding and information reporting requirements but unify current certification procedures and forms and clarify reliance standards. Special rules apply which permit the shifting of primary responsibility for withholding to certain financial intermediaries acting on behalf of beneficial owners. In the case of interest paid to a foreign partnership (other than a partnership that has entered into a withholding agreement with the IRS), the final regulations specify that the "portfolio interest" exemption will not apply unless the withholding agent receives appropriate certifications from the partners in addition to receiving certain certifications from the partnership. A look-through rule applies in the case of tiered partnerships.
Any interest or Liquidated Damages (other than "portfolio interest") earned on a New Note by a Foreign Person will be subject to United States federal income tax and withholding at a rate of 30% (or at a
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lower rate under an applicable tax treaty) if this interest or Liquidated Damages is not effectively connected with the conduct of a trade or business within the United States by this Foreign Person.
Any interest or Liquidated Damages earned on a New Note, and any gain realized on a sale or exchange (including a redemption) of a New Note, that is effectively connected with the conduct of a trade or business within the United States by a Foreign Person will be subject to United States federal income tax at regular graduated rates (and, if the Foreign Person is a corporation, may also be subject to a United States branch profits tax). Such income will not be subject to United States income tax withholding, however, if the Foreign Person furnishes the proper certificate to the withholding agent.
Any gain realized by a Foreign Person on a sale or exchange (including a redemption) of a New Note will not be subject to United States federal income tax or withholding if (i) the gain is not effectively connected with the conduct of a trade or business within the United States by the Foreign Person; and (ii) in the case of a Foreign Person who is an individual, such individual is not present in the United States for 183 days or more in the taxable year of the sale or exchange, or the individual does not have a "tax home" in the United States and the gain is not attributable to an office or other fixed place of business maintained in the United States by the individual.
Any New Notes owned by an individual who is not a citizen or resident (as specially defined for United States federal estate tax purposes) of the United States at the date of death will be included in such individual's estate for United States federal estate tax purposes, unless all of the interest on such New Notes constitutes "portfolio interest" (without regard to whether the "portfolio interest" certification requirements are met), or unless an applicable tax treaty provides otherwise.
BACKUP WITHHOLDING AND INFORMATION REPORTING
A U.S. Person who holds New Notes will generally be subject to information reporting and to backup withholding at a 31% rate with respect to interest on the New Notes, and with respect to proceeds received on the sale or exchange of New Notes through a broker. Information reporting and backup withholding will generally not apply, however, with respect to payments made to certain exempt recipients, such as corporations. In addition, backup withholding will generally not apply to a U.S. Person who provides a taxpayer identification number and who certifies, under penalties of perjury, that such number is correct and that the holder has not been notified by the IRS that it is subject to backup withholding for failure to report interest and dividend payments. Generally, such certification is made on Form W-9.
Information reporting on IRS Form 1099 and backup withholding will not apply to payments made by the Company or any agent thereof to a holder of a New Note if the holder has furnished a certification under penalties of perjury that it is a Foreign Person, or has otherwise demonstrated that it qualifies for an applicable exemption, provided that neither the Company nor such agent has actual knowledge to the contrary. The interest and any Liquidated Damages earned by a Foreign Person with respect to a New Note will generally be reported, however, by the Company on IRS Form 1042S.
If a Foreign Person sells a New Note through a United States office of a broker, the broker is required to file an information report and is required to withhold 31% of the sale proceeds unless the Foreign Person certifies under penalties of perjury its non-United States status (and the broker does not have actual knowledge to the contrary) or otherwise establishes an exemption. If a Foreign Person sells a New Note through a foreign office of a broker, backup withholding is not required; but information reporting is required if the broker does not have documentary evidence that the holder is a Foreign Person and if
(i) the broker is a U.S. Person, (ii) the broker is a "controlled foreign corporation" (as defined in Section 957 of the Code), (iii) the broker derives 50% or more of its gross income for a specified three year period from the conduct of a trade or business in the United States, or (iv) in the case of payments made after December 31, 1998, the broker is a foreign partnership with certain connections to the United States.
Any amount withheld from payment to a holder under the backup withholding rules will generally be allowed as a credit against such holder's United States federal income tax liability, if any, and may entitle such holder to a refund, provided that the required information is furnished to the IRS.
102

PLAN OF DISTRIBUTION
Each broker-dealer that receives New Notes for its own account (a "Participating Broker-Dealer") pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with the initial sales of such New Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Participating Broker-Dealer in connection with the sales of New Notes received in exchange for Notes where such Notes were acquired as the result of market-making activities or other trading activities. The Company will make this Prospectus, as amended or supplemented, available to any Participating Broker-Dealer for use in connection with any such resale and Participating Broker-Dealers shall be authorized to deliver this Prospectus for the period specified in the Registration Rights Agreement.
The Company will not receive any proceeds from any sales of the New Notes by Participating Broker-Dealers. New Notes received by Participating Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time, in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Participating Broker-Dealer that resells the New Notes that were received by it for its own account pursuant to the Exchange Offer. Any broker or dealer that participates in a distribution of such New Notes may be deemed to be an "underwriter" within the meaning of the Securities Act and may profit on any such resale of New Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a Participating Broker-Dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.
The Initial Purchaser and certain of its affiliates have, from time to time, performed certain banking, financial advisory and investment banking services for the Company and certain of its affiliates, for which they have received customary fees and expenses. A portion of the net proceeds from the Note Offering was used to repay outstanding indebtedness under the Existing Bank Credit Agreement of which Bank of America, an affiliate of BancAmerica Robertson Stephens, is a lender. Bank of America is the lead agent and a lender under the Senior Credit Facility, for which it receives customary fees and expenses. BALCAP, an affiliate of BancAmerica Robertson Stephens, is a partner with the Leasing Partner under the Lease Financing Facility.
LEGAL MATTERS
The validity of the New Notes offered hereby will be passed upon on behalf of the Company by Foley & Lardner, Milwaukee, Wisconsin, legal advisors to the Company. Michael W. Grebe, a partner in the firm of Foley & Lardner, is a director of the Company.
EXPERTS
The consolidated financial statements of Oshkosh at September 30, 1997 and 1996 and for each of the three years in the period ended September 30, 1997 appearing in this Prospectus and Registration Statement and the financial statement schedule incorporated by reference from Oshkosh's Annual Report (Form 10-K) for the year ended September 30, 1997 have been audited by Ernst & Young LLP, independent auditors, as set forth in their reports thereon appearing elsewhere herein and incorporated by reference therein, and are included in reliance upon such reports given upon the authority of such firm as experts in accounting and auditing. The consolidated financial statements of McNeilus as of February 28, 1997 and February 29, 1996 and for each of the three years in the period ended February 28, 1997 included in this Prospectus and Registration Statement have been audited by Larson, Allen, Weishair and Co., LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing.
103

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Oshkosh are hereby incorporated by reference into this Prospectus except as superseded or modified herein: (1) the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997; (2) the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 1997; (3) the Proxy Statement for the Company's 1998 Annual Meeting of Shareholders dated December 29, 1997; and (4) the Company's Current Reports on Form 8-K dated February 6, 1998 and February 26, 1998. All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and through the period specified in the Registration Rights Agreement during which Participating Broker-Dealers are authorized to deliver this Prospectus shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"). Any statement contained in any Incorporated Document shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Statements in this Prospectus with respect to the subject matter presented in the Incorporated Documents are intended to supersede such statements in the Incorporated Documents. Any such statement so modified or superseded shall not be deemed, except as modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person, including any beneficial owner, to whom this Prospectus is delivered, upon written or oral request of such person, a copy of any and all of the documents that have been or may be incorporated by reference herein (other than exhibits to such documents which are not specifically incorporated by reference into such documents). Such requests should be directed to Oshkosh Truck Corporation, P.O. Box 2566, Oshkosh, Wisconsin 54903-2566, telephone number (920) 235-9151. The information relating to the Company contained in this Prospectus does not purport to be comprehensive and should be read together with the information contained in the Incorporated Documents.
AVAILABLE INFORMATION
Oshkosh Truck Corporation is subject to the informational requirements of the Exchange Act, and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at the Commission's following regional Offices: Suite 1400, Northwest Atrium Center, 500 West Madison Street, Chicago, Illinois 60661; and 13th Floor, Seven World Trade Center, New York, New York 10048. Copies of such material can be obtained at prescribed rates from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. The Company's shares of Common Stock are quoted for trading on the Nasdaq National Market and reports, proxy statements and other information concerning the Company also may be inspected at the offices of the National Association of Securities Dealers, 9513 Key West Avenue, Rockville, Maryland 20850. The Commission maintains a World Wide Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The address of the site is http://www.sec.gov.
The Company has filed with the Commission a registration statement on Form S-4 (herein, together with all amendments and exhibits, referred to as the "Registration Statement") under the Securities Act. This Prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information, reference is made to the Registration Statement.
104

INDEX TO HISTORICAL FINANCIAL STATEMENTS

                                                              PAGE
                                                              ----
OSHKOSH TRUCK CORPORATION
Report of Ernst & Young LLP, Independent Auditors...........   F-2
Consolidated Balance Sheets as of September 30, 1997 and
  1996, and as of December 31, 1997 (unaudited).............   F-3
Consolidated Statements of Income (Loss) for each of the
  three fiscal years in the period ended September 30, 1997,
  and for the three month periods ended December 31, 1997
  and 1996 (unaudited)......................................   F-4
Consolidated Statements of Shareholders' Equity for each of
  the three fiscal years in the period ended September 30,
  1997, and for the three month period ended December 31,
  1997 (unaudited)..........................................   F-5
Consolidated Statements of Cash Flows for each of the three
  fiscal years in the period ended September 30, 1997, and
  for the three month periods ended December 31, 1997 and
  1996 (unaudited)..........................................   F-6
Notes to Consolidated Financial Statements..................   F-7
MCNEILUS COMPANIES, INC.
Report of Larson, Allen, Weishair and Co., LLP, Independent
  Auditors..................................................  F-22
Consolidated Balance Sheets as of February 28, 1997 and
  February 29, 1996, and as of November 30, 1997
  (unaudited)...............................................  F-23
Consolidated Statements of Income for each of the three
  fiscal years in the period ended February 28, 1997, and
  for the nine month periods ended November 30, 1997 and
  1996 (unaudited)..........................................  F-24
Consolidated Statements of Stockholders' Equity for each of
  the three fiscal years in the period ended February 28,
  1997, and for the nine month period ended November 30,
  1997
  (unaudited)...............................................  F-25
Consolidated Statements of Cash Flows for each of the three
  fiscal years in the period ended February 28, 1997, and
  for the nine month periods ended November 30, 1997 and
  1996 (unaudited)..........................................  F-26
Notes to Consolidated Financial Statements..................  F-27	

F-1

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
Board of Directors
Oshkosh Truck Corporation
We have audited the accompanying consolidated balance sheets of Oshkosh Truck Corporation (the Company) as of September 30, 1997 and 1996, and the related consolidated statements of income (loss), shareholders' equity and cash flows for each of the three years in the period ended September 30, 1997. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at September 30, 1997 and 1996, and the consolidated results of its operations and its cash flows for each of the three years in the period ended September 30, 1997, in conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
Milwaukee, Wisconsin
October 31, 1997, except for
Notes 4 and 13, as to which
the date is December 8, 1997
F-2

OSHKOSH TRUCK CORPORATION
CONSOLIDATED BALANCE SHEETS

                                                      SEPTEMBER 30,   SEPTEMBER 30,   DECEMBER 31,
                                                          1997            1996            1997
                                                      -------------   -------------   ------------
                                                                                      (UNAUDITED)
                                                                     (IN THOUSANDS)
ASSETS
Current assets:
  Cash and cash equivalents.........................    $ 23,219        $    127        $    198
  Receivables, net..................................      81,235          76,624          54,215
  Inventories.......................................      76,497         106,289          86,744
  Prepaid expenses..................................       3,405           3,619           3,487
  Refundable income taxes...........................          --           6,483             418
  Deferred income taxes.............................       9,479           7,055           9,169
                                                        --------        --------        --------
     Total current assets...........................     193,835         200,197         154,231
Deferred charges....................................       1,067           2,645             793
Other long-term assets..............................       6,660           7,834           7,455
Property, plant and equipment:
  Land..............................................       7,172           7,131           7,172
  Buildings.........................................      42,220          40,421          42,392
  Machinery and equipment...........................      78,270          77,485          79,566
                                                        --------        --------        --------
                                                         127,662         125,037         129,130
  Less accumulated depreciation.....................     (72,174)        (67,002)        (73,790)
                                                        --------        --------        --------
     Net property, plant and equipment..............      55,488          58,035          55,340
Goodwill and other intangible assets, net...........     163,344         166,450         163,639
                                                        --------        --------        --------
Total assets........................................    $420,394        $435,161        $381,458
                                                        ========        ========        ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable..................................    $ 48,220        $ 49,178        $ 40,556
  Customer advances.................................      30,124          27,793          35,261
  Payroll-related obligations.......................      15,157          12,843          12,897
  Accrued warranty..................................      12,320           8,942          11,103
  Other current liabilities.........................      21,365          16,997          15,966
  Net current liabilities of discontinued
     operations.....................................       1,536           1,975           1,376
  Current maturities of long-term debt and revolving
     credit facility................................      15,000          15,000           7,820
                                                        --------        --------        --------
     Total current liabilities......................     143,722         132,728         124,979
Long-term debt......................................     120,000         142,882          95,000
Postretirement benefit obligations..................      10,147           9,517          10,244
Other long-term liabilities.........................       1,811           1,843           3,756
Net long-term liabilities of discontinued
  operations........................................       1,362           2,581           1,031
Deferred income taxes...............................      22,452          24,008          22,701
Shareholders' equity:
  Class A Common Stock..............................           4               4               4
  Common Stock......................................          89              89              89
  Paid-in capital...................................      13,591          16,059          13,989
  Retained earnings.................................     120,085         114,246         122,112
  Cost of Common Stock in treasury..................     (12,869)         (8,796)        (12,447)
                                                        --------        --------        --------
     Total shareholders' equity.....................     120,900         121,602         123,747
                                                        --------        --------        --------
Total liabilities and shareholders' equity..........    $420,394        $435,161        $381,458
                                                        ========        ========        ========	

See accompanying notes.
F-3

OSHKOSH TRUCK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (LOSS)

                                                                                   THREE MONTHS ENDED
                                              FISCAL YEAR ENDED SEPTEMBER 30,         DECEMBER 31,
                                              --------------------------------    --------------------
                                                1997        1996        1995        1997        1996
                                                ----        ----        ----        ----        ----
                                                                                      (UNAUDITED)
                                                      (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Continuing operations:
  Net sales...............................    $683,234    $413,455    $438,557    $151,801    $150,320
  Cost of sales...........................     594,390     378,376     384,579     129,494     130,737
                                              --------    --------    --------    --------    --------
       Gross income.......................      88,844      35,079      53,978      22,307      19,583
Operating expenses:
  Selling, general and administrative.....      47,742      32,205      29,242      11,676      10,025
  Engineering, research and development...       7,847       6,304       5,443       2,143       1,993
  Amortization of goodwill and other
     intangibles..........................       4,470         171          --       1,126       1,132
                                              --------    --------    --------    --------    --------
       Total operating expenses...........      60,059      38,680      34,685      14,945      13,150
                                              --------    --------    --------    --------    --------
Income (loss) from operations.............      28,785      (3,601)     19,293       7,362       6,433
Other income (expense):
  Interest expense........................     (12,722)       (929)       (679)     (2,504)     (3,558)
  Interest income.........................         717       1,040         774         165         206
  Miscellaneous, net......................        (278)      1,508        (466)         72          (9)
                                              --------    --------    --------    --------    --------
                                               (12,283)      1,619        (371)     (2,267)     (3,361)
                                              --------    --------    --------    --------    --------
Income (loss) from continuing operations
  before income taxes.....................      16,502      (1,982)     18,922       5,095       3,072
Provision (credit) for income taxes.......       6,496      (1,741)      7,285       1,955       1,448
                                              --------    --------    --------    --------    --------
Income (loss) from continuing
  operations..............................      10,006        (241)     11,637       3,140       1,624
Discontinued operations:
  Loss from discontinued operations, net
     of income tax benefit of $1,623......          --          --      (3,137)         --          --
  Gain (loss) on disposal of operations,
     net of income tax benefit of $1,827
     in 1996 and $357 in 1995.............          --      (2,859)        716          --          --
                                              --------    --------    --------    --------    --------
                                                    --      (2,859)     (2,421)         --          --
                                              --------    --------    --------    --------    --------
Net income (loss).........................    $ 10,006    $ (3,100)   $  9,216    $  3,140    $  1,624
                                              ========    ========    ========    ========    ========
Earnings (loss) per share:
  Continuing operations...................    $   1.18    $   (.03)   $   1.32    $    .38    $    .19
  Discontinued operations.................          --        (.32)       (.28)         --          --
                                              --------    --------    --------    --------    --------
  Net income (loss).......................    $   1.18    $   (.35)   $   1.04    $    .38    $    .19
                                              ========    ========    ========    ========    ========
Earnings (loss) per share assuming
  dilution:
  Continuing operations...................    $   1.17    $   (.03)   $   1.31    $    .37    $    .19
  Discontinued operations.................          --        (.32)       (.27)         --          --
                                              --------    --------    --------    --------    --------
  Net income (loss).......................    $   1.17    $   (.35)   $   1.04    $    .37    $    .19
                                              ========    ========    ========    ========    ========	

See accompanying notes.
F-4

OSHKOSH TRUCK CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                                                                                           PENSION
                                             COMMON    PAID-IN    RETAINED    TREASURY    LIABILITY
                                             STOCK     CAPITAL    EARNINGS     STOCK      ADJUSTMENT     TOTAL
                                             ------    -------    --------    --------    ----------     -----
                                                     (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
Balance at September 30, 1994............     $90      $ 7,623    $116,890    $ (2,591)    $  (454)     $121,558
Net income...............................      --           --       9,216          --          --         9,216
Cash dividends:
  Class A Common Stock
    ($.435 per share)....................      --           --        (191)         --          --          (191)
  Common Stock ($.500 per share).........      --           --      (4,218)         --          --        (4,218)
Sale of 350,000 shares of Common Stock...       3        5,247          --          --          --         5,250
Sale of 1,250,000 stock warrants.........      --        4,187          --          --          --         4,187
Common Stock issuance costs and cost of
  stock restriction agreement............      --         (863)         --          --          --          (863)
Purchase of Common Stock for treasury....      --           --          --        (933)         --          (933)
Exercise of stock options................      --           12          --         121          --           133
Incentive compensation awards............      --          327          --          --          --           327
Pension liability adjustment.............      --           --          --          --      (1,053)       (1,053)
                                              ---      -------    --------    --------     -------      --------
Balance at September 30, 1995............      93       16,533     121,697      (3,403)     (1,507)      133,413
Net loss.................................      --           --      (3,100)         --          --        (3,100)
Cash dividends:
  Class A Common Stock
    ($.435 per share)....................      --           --        (177)         --          --          (177)
  Common Stock ($.500 per share).........      --           --      (4,174)         --          --        (4,174)
Purchase of Common Stock for treasury....      --           --          --      (5,618)         --        (5,618)
Exercise of stock options................      --           43          --         225          --           268
Termination of incentive compensation
  awards.................................      --         (517)         --          --          --          (517)
Pension liability adjustment.............      --           --          --          --       1,507         1,507
                                              ---      -------    --------    --------     -------      --------
Balance at September 30, 1996............      93       16,059     114,246      (8,796)         --       121,602
Net income...............................      --           --      10,006          --          --        10,006
Cash dividends:
  Class A Common Stock
    ($.435 per share)....................      --           --        (177)         --          --          (177)
  Common Stock ($.500 per share).........      --           --      (3,990)         --          --        (3,990)
Purchase of Common Stock for treasury....      --           --          --      (4,246)         --        (4,246)
Purchase of 1,250,000 stock warrants.....      --       (2,504)         --          --          --        (2,504)
Exercise of stock options................      --           36          --         173          --           209
                                              ---      -------    --------    --------     -------      --------
Balance at September 30, 1997............      93       13,591     120,085     (12,869)         --       120,900
Net income...............................      --           --       3,140          --          --         3,140
Cash dividends:
  Class A Common Stock ($.10875 per
    share)...............................      --           --         (45)         --          --           (45)
  Common Stock ($.12500 per share).......      --           --      (1,068)         --          --        (1,068)
Issuance of stock under incentive
  compensation plan......................      --          398          --         422          --           820
                                              ---      -------    --------    --------     -------      --------
Balance at December 31, 1997
  (Unaudited)............................     $93      $13,989    $122,112    $(12,447)    $    --      $123,747
                                              ===      =======    ========    ========     =======      ========	

See accompanying notes.
F-5

OSHKOSH TRUCK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                         THREE MONTHS ENDED
                                                      FISCAL YEAR ENDED SEPTEMBER 30,       DECEMBER 31,
                                                     ---------------------------------   -------------------
                                                       1997         1996        1995       1997       1996
                                                       ----         ----        ----       ----       ----
                                                                                             (UNAUDITED)
                                                                         (IN THOUSANDS)
OPERATING ACTIVITIES:
Net income (loss) from continuing operations.......  $ 10,006    $    (241)   $11,637    $  3,140   $  1,624
Depreciation and amortization......................    14,070        8,798      8,409       3,283      3,556
Write-off of investments...........................       200        4,125         --          --         --
Deferred income taxes..............................    (3,980)      (1,381)     2,577         559       (177)
(Gain) loss on disposal of property, plant and
  equipment........................................       (43)          77        (21)        (18)         6
Changes in operating assets and liabilities:
  Receivables......................................    (4,611)     (10,648)    (4,349)     27,020     20,972
  Inventories......................................    29,792      (25,071)      (809)     (8,357)    11,492
  Prepaid expenses.................................       214          469       (540)        (82)       405
  Deferred charges.................................     1,578          333        (94)        274       (308)
  Accounts payable.................................      (958)      13,314     (4,314)     (7,664)   (11,494)
  Customer advances................................     2,331          930     (1,887)      5,137       (758)
  Income taxes.....................................     7,446       (5,268)       636      (1,381)     2,739
  Payroll-related obligations......................     2,314          213        313      (1,440)    (3,121)
  Accrued warranty.................................     3,378        2,094       (639)     (1,217)       578
  Other current liabilities........................     3,447       (4,646)        11      (4,517)      (497)
  Other long-term liabilities......................       598          665     (4,764)      2,042        125
                                                     --------    ---------    -------    --------   --------
      Net cash provided from (used for) operating
         activities................................    65,782      (16,237)     6,166      16,779     25,142
INVESTING ACTIVITIES:
Acquisitions of businesses, net of cash acquired...        --     (160,838)        --      (3,461)        --
Additions to property, plant and equipment.........    (6,263)      (5,355)    (5,347)     (1,697)    (1,342)
Proceeds from sale of property, plant and
  equipment........................................       395        2,086        114          66        289
Increase in other long-term assets.................    (1,532)      (2,124)      (937)     (1,005)      (174)
                                                     --------    ---------    -------    --------   --------
      Net cash used for investing activities.......    (7,400)    (166,231)    (6,170)     (6,097)    (1,227)
NET CASH PROVIDED FROM (USED FOR) DISCONTINUED
  OPERATIONS.......................................    (1,658)       4,743     10,482        (491)      (326)
FINANCING ACTIVITIES:
Net borrowings (repayments) of long-term debt and
  revolving credit facility........................   (22,882)     157,882         --     (32,180)   (17,882)
Sale of Common Stock and Common Stock warrants, net
  of issuance costs................................        --           --      8,574          --         --
Purchase of Common Stock, Common Stock warrants and
  proceeds from exercise of stock options, net.....    (6,541)      (5,350)      (800)         --         85
Dividends paid.....................................    (4,209)      (4,396)    (4,372)     (1,032)    (1,074)
                                                     --------    ---------    -------    --------   --------
      Net cash provided from (used for) financing
         activities................................   (33,632)     148,136      3,402     (33,212)   (18,871)
                                                     --------    ---------    -------    --------   --------
Increase (decrease) in cash and cash equivalents...    23,092      (29,589)    13,880     (23,021)     4,718
Cash and cash equivalents at beginning of period...       127       29,716     15,836      23,219        127
                                                     --------    ---------    -------    --------   --------
Cash and cash equivalents at end of period.........  $ 23,219    $     127    $29,716    $    198   $  4,845
                                                     ========    =========    =======    ========   ========
SUPPLEMENTAL DISCLOSURES:
  Cash paid for interest:
    Continuing operations..........................  $ 12,974    $     538    $   759    $  2,498   $  3,451
    Discontinued operations........................        --           --        709          --         --
  Cash paid (received) for income taxes............     2,998        3,116      2,114       2,777     (1,115)	

See accompanying notes.
F-6

OSHKOSH TRUCK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997 AND DECEMBER 31, 1997 (UNAUDITED)
 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
OPERATIONS -- Oshkosh Truck Corporation and its wholly-owned subsidiaries (the company) is a leading manufacturer of a wide variety of heavy duty specialized trucks. The company sells its products into three principal markets -- fire and emergency support, defense, and other commercial truck markets. The company's fire and emergency support business is principally conducted through its wholly-owned subsidiary, Pierce Manufacturing Inc. (Pierce).
PRINCIPLES OF CONSOLIDATION AND PRESENTATION -- The consolidated financial statements include the accounts of Oshkosh Truck Corporation and all its wholly-owned subsidiaries and are prepared in conformity with U.S. generally accepted accounting principles. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. All significant intercompany accounts and transactions have been eliminated.
CASH AND CASH EQUIVALENTS -- The company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents, consisting principally of commercial paper, totaled $23,022 at September 30, 1997. The cost of these securities, which are considered "available for sale" for financial reporting purposes, approximates fair value at September 30, 1997, and December 31, 1997.
INVENTORIES -- The company values its inventories at the lower of cost, computed principally on the last-in, first-out (LIFO) method, or market.
PROPERTY, PLANT AND EQUIPMENT -- Property, plant and equipment are recorded at cost. Depreciation is provided over the estimated useful lives of the respective assets principally on accelerated methods.
DEFERRED CHARGES -- Deferred charges include certain engineering and technical support costs incurred in connection with multi-year government contracts. These costs are charged to cost of sales when the related project is billable to the government, or are amortized to cost of sales as base units are delivered under the related contracts.
OTHER LONG-TERM ASSETS -- Other long-term assets include capitalized software and related costs which are amortized on a straight-line method over a three to five year period, deferred financing costs which are amortized to interest expense over the term of the debt, prepaid funding of pension costs and certain investments. During fiscal 1996, the company wrote off its $3,025 equity investment in a Mexican bus manufacturer due to prolonged weakness in the Mexican economy and continuing high losses and high leverage reported by the Mexican affiliate. Also, in fiscal 1996, the company wrote off a $200 equity investment in Steeltech Manufacturing, Inc. (Steeltech) and a $900 investment in a joint venture which leases equipment to Steeltech (see Note 11).
GOODWILL AND OTHER INTANGIBLE ASSETS -- The cost of goodwill and other intangible assets is amortized on a straight-line basis over the estimated periods benefitted ranging from 13 to 40 years.
IMPAIRMENT OF LONG-LIVED ASSETS -- Property, plant and equipment, other long-term assets and goodwill and other intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and carrying value of the asset or group of assets. Such analyses necessarily involve significant judgment.
F-7

OSHKOSH TRUCK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
CUSTOMER ADVANCES -- Customer advances principally represent amounts received in advance of the completion of a fire apparatus vehicle. Certain of these advances bear interest at variable rates approximating the prime rate.
REVENUE RECOGNITION -- Sales under fixed-price defense contracts are recorded as units are accepted by the government. Change orders are not invoiced until agreed upon by the government. Recognition of profit on change orders and on contracts which do not involve fixed prices is based upon estimates which may be revised during the terms of the contracts. Sales to commercial customers are recorded when the goods or services are billable at time of shipment or delivery of the trucks.
RESEARCH AND DEVELOPMENT -- Research and development costs are charged to expense as incurred and amounted to approximately $7,847, $6,304, and $5,443 for continuing operations during fiscal 1997, 1996, and 1995, respectively.
WARRANTY -- Provisions for estimated warranty and other related costs are recorded at the time of sale and are periodically adjusted to reflect actual experience. Amounts expensed with respect to continuing operations in fiscal 1997, 1996, and 1995 were $9,658, $7,741, and $4,518, respectively.
INCOME TAXES -- Deferred income taxes are provided to recognize temporary differences between the financial reporting basis and the income tax basis of the company's assets and liabilities using currently enacted tax rates and laws.
FAIR VALUES -- The carrying amounts of receivables, accounts payable and long-term debt approximated fair value as of September 30, 1997 and 1996.
ENVIRONMENTAL REMEDIATION COSTS -- Statement of Position 96-1 "Environmental Remediation Liabilities" (SOP 96-1) became effective for the company in fiscal 1997. In accordance with SOP 96-1, the company accrues for losses associated with environmental remediation obligations when such losses are probable and reasonably estimable. Costs of future expenditures for environmental remediation obligations are not discounted to their present value. Recoveries of environmental remediation costs from other parties are recorded as assets when their receipt is deemed probable. The accruals are adjusted as further information develops or circumstances change.
EARNINGS (LOSS) PER SHARE -- In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per Share". SFAS No. 128 replaced the calculation of primary and fully diluted earnings per share with basic and diluted earnings per share. Unlike primary earnings per share, basic earnings per share excludes any dilutive effects of options, warrants and convertible securities. Earnings per share amounts for all periods have been presented and, where appropriate, restated to conform to SFAS No. 128 requirements.
The following table sets forth the computation of basis and diluted weighted average shares used in the per share calculations:

                                                                               THREE MONTHS ENDED
                                           FISCAL YEAR ENDED SEPTEMBER 30,        DECEMBER 31,
                                          ---------------------------------   ---------------------
                                            1997        1996        1995        1997        1996
                                            ----        ----        ----        ----        ----
Denominator for basic earnings per
  share.................................  8,502,166   8,828,224   8,823,766   8,340,854   8,645,106
Effect of dilutive options, warrants and
  incentive compensation awards.........     43,916          --      47,643      96,621      25,741
                                          ---------   ---------   ---------   ---------   ---------
Denominator for dilutive earnings per
  share.................................  8,546,082   8,828,224   8,871,409   8,437,475   8,670,847
                                          =========   =========   =========   =========   =========	

NEW ACCOUNTING STANDARDS -- In June 1997, the Financial Accounting Standards Board issued SFAS No. 130, "Reporting Comprehensive Income." SFAS No. 130 establishes the standards for reporting and displaying comprehensive income and its components (revenues, expenses, gains, and losses) as part of a full set of financial statements. This statement requires that all elements of comprehensive income be reported in a
F-8

OSHKOSH TRUCK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
financial statement that is displayed with the same prominence as other financial statements. The statement is effective for fiscal years beginning after December 15, 1997. Since this statement applies only to the presentation of comprehensive income, it will not have any impact on the company's results of operations, financial position or cash flows.
In June 1997, the Financial Accounting Standards Board also issued SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." SFAS No. 131 establishes the standards for the manner in which public enterprises are required to report financial and descriptive information about their operating segments. The statement defines operating segments as components of an enterprise for which separate financial information is available and evaluated regularly as a means for assessing segment performance and allocating resources to segments. A measure of profit or loss, total assets and other related information are required to be disclosed for each operating segment. In addition, this statement requires the annual disclosure of information concerning revenues derived from the enterprise's products or services, countries in which it earns revenue or holds assets, and major customers. The statement is also effective for fiscal years beginning after December 15, 1997. The adoption of SFAS No. 131 will not affect the company's results of operations or financial position, but will affect the disclosure of segment information.
2. BALANCE SHEET INFORMATION

                                                   SEPTEMBER 30,
                                                 ------------------   DECEMBER 31,
                  RECEIVABLES                     1997       1996         1997
                  -----------                     ----       ----     ------------
                                                                      (UNAUDITED)
U.S. Government:
  Amounts billed...............................  $34,399   $ 27,353     $24,417
  Amounts unbilled.............................    1,782      4,918       1,635
                                                 -------   --------     -------
                                                  36,181     32,271      26,052
Commercial customers...........................   45,603     41,510      30,175
Other..........................................    1,421      3,909          --
                                                 -------   --------     -------
                                                  83,205     77,690      56,227
Less allowance for doubtful accounts...........   (1,970)    (1,066)     (2,012)
                                                 -------   --------     -------
                                                 $81,235   $ 76,624     $54,215
                                                 =======   ========     =======	

The unbilled amounts represent estimated claims for government-ordered changes which will be invoiced upon completion of negotiations and price adjustment provisions which will be invoiced when they are agreed upon by the government.

                                                   SEPTEMBER 30,
                                                 ------------------   DECEMBER 31,
                  INVENTORIES                     1997       1996         1997
                  -----------                     ----       ----     ------------
                                                                      (UNAUDITED)
Finished products..............................  $ 6,430   $ 15,208     $ 6,798
Partially finished products....................   36,661     51,533      43,437
Raw materials..................................   44,455     47,580      47,696
                                                 -------   --------     -------
Inventories at FIFO cost.......................   87,546    114,321      97,931
Less: Progress payments on U.S. government
           contracts...........................   (2,988)        --      (2,988)
      Excess of FIFO cost over LIFO cost.......   (8,061)    (8,032)     (8,199)
                                                 -------   --------     -------
                                                 $76,497   $106,289     $86,744
                                                 =======   ========     =======	

Title to all inventories related to government contracts which provide for progress payments vests in the government to the extent of unliquidated progress payments.
F-9

OSHKOSH TRUCK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                                                     SEPTEMBER 30,
                                                  -------------------   DECEMBER 31,
      GOODWILL AND OTHER INTANGIBLE ASSETS          1997       1996         1997
      ------------------------------------          ----       ----     ------------
                             USEFUL LIVES                               (UNAUDITED)
                             ------------
Goodwill              40 Years..................  $103,887   $102,523     $103,887
Distribution network  40 Years..................    53,000     53,000       53,000
Other                 13-40 Years...............    11,098     11,098       12,519
                                                  --------   --------     --------
                                                   167,985    166,621      169,406
Less accumulated amortization...................    (4,641)      (171)      (5,767)
                                                  --------   --------     --------
                                                  $163,344   $166,450     $163,639
                                                  ========   ========     ========	

The increase in goodwill from fiscal 1996 to fiscal 1997 is due to finalization of purchase accounting related to the Pierce acquisition.
The company engaged third party business valuation appraisers to determine the fair value of the distribution network in connection with its acquisition of Pierce (see Note 3). The company believes Pierce maintains the largest North American fire apparatus distribution network and has exclusive contracts with each distributor related to the fire apparatus product offerings manufactured by Pierce. To establish the useful life of the distribution network, a historical turnover analysis was performed.
3. ACQUISITIONS
On September 18, 1996, the company acquired for cash all of the issued and outstanding stock of Pierce, a leading manufacturer and marketer of fire trucks and other fire apparatus in the U.S. The acquisition price of $156,926, including acquisition costs and net of cash acquired, was financed from borrowings under a bank credit facility (see Note 4).
The acquisition was accounted for using the purchase method of accounting and, accordingly, the operating results of Pierce are included in the company's consolidated statements of income (loss) since the date of acquisition. The purchase price, including acquisition costs, was allocated based on the estimated fair values of the assets acquired and liabilities assumed at the date of the acquisition and was subsequently adjusted during fiscal 1997. Approximately $62,000 of the purchase price was allocated to the distribution network and other intangible assets. The excess of the purchase price over the estimated fair value of net assets acquired amounted to $103,887 which has been accounted for as goodwill.
Pro forma unaudited consolidated operating results of the company, assuming Pierce had been acquired as of October 1, 1995 and 1994, are summarized below:

                                                              FISCAL YEAR ENDED
                                                                SEPTEMBER 30,
                                                             --------------------
                                                               1996        1995
                                                               ----        ----
Net sales................................................    $605,439    $618,555
Income (loss) from continuing operations.................      (1,262)      7,699
Net income (loss)........................................      (4,121)      4,901
Earnings (loss) per share:
     Continuing operations...............................    $  (0.14)   $   0.87
     Net income (loss)...................................       (0.47)       0.56	

These pro forma results have been prepared for informational purposes only and include certain adjustments to depreciation expense related to acquired plant and equipment, amortization expense arising from goodwill and other intangible assets, interest expense on acquisition debt, elimination of certain non-recurring expenses incurred by Pierce prior to the acquisition, and the estimated related income tax effects of
F-10

OSHKOSH TRUCK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
all such adjustments. Anticipated efficiencies from the consolidation of Pierce's manufacturing facilities and from the synergies related to the consolidation of certain functions among Pierce and the company were not fully determinable and therefore have been excluded from the amounts included in the pro forma operating results. These pro forma results do not purport to be indicative of the results of operations which would have resulted had the combination been in effect as of October 1, 1995 and 1994 or of the future results of operations of the consolidated entities.
On November 9, 1995, the company through its wholly-owned subsidiary, Summit Performance Systems, Inc. (Summit), acquired the land, buildings, machinery and equipment, and technology of Friesz Manufacturing Company (Friesz) from available cash for $3,912. Friesz was engaged in the manufacture and sale of concrete mixer systems and related aftermarket replacements parts. Approximately $2,150 of the purchase price has been allocated to intangible assets, principally designs and related technology. The acquisition was accounted for using the purchase method of accounting and, accordingly, the operating results of Friesz are included in the company's consolidated statements of income (loss) since the date of acquisition. Had the acquisition occurred as of October 1, 1995 or 1994, there would have been no material pro forma effects on the net sales, net income (loss) or earnings (loss) per share of the company in fiscal 1996 or 1995.
4. LONG-TERM DEBT
On September 18, 1996, the company entered into a bank credit agreement
(the Bank Credit Agreement) to finance the acquisition of Pierce (see Note 3)
and to refinance a previous revolving credit facility. The Bank Credit Agreement consists of a $150,000 term loan which requires annual principal payments of $15,000 through fiscal 2002 and a final payment of $60,000 on September 30, 2003, and a $50,000 revolving credit facility for working capital purposes which expires on September 30, 1999. The total of all term loan and revolving credit facility borrowings, excluding letters of credit, must be reduced to or below $145,000, and $130,000 for 60 consecutive days in fiscal 1998 and 1999, respectively.
Interest on the term loan and the revolving credit facility is payable at prime or at the applicable Eurodollar rate plus 2.25% and 1.875%, respectively, subject to adjustment if certain financial criteria are met (weighted-average rate of 7.98% and zero, respectively, at September 30, 1997, 8.25% and 8.25%, respectively, at September 30, 1996, and 7.72% and 8.5%, respectively, at December 31, 1997).
The company is charged a 0.25% fee with respect to any unused balance under its revolving credit facility, and a 1.875% fee with respect to any letters of credit issued under the revolving credit facility. These fees are subject to adjustment if certain financial criteria are met. At September 30, 1997, $2,962 of standby letters of credit reduced available capacity under the revolving credit facility to $47,038.
At September 30, 1997, substantially all the tangible and intangible assets of the company are pledged as collateral under the Bank Credit Agreement. Among other restrictions, the Bank Credit Agreement: (1) limits payments of dividends, purchases of the company's stock, and capital expenditures; (2) requires that certain financial ratios be maintained at prescribed levels; (3) restricts the ability of the company to make additional borrowings, or to consolidate, merge or otherwise fundamentally change the ownership of the company; and (4) limits investments, dispositions of assets and guarantees of indebtedness. The company believes that such limitations should not impair its future operating activities.
The aggregate annual maturities of long-term debt for the five years succeeding September 30, 1997, are as follows: 1998 -- $15,000; 1999 -- $15,000; 2,000 -- $15,000; 2001 -- $15,000; and 2002 -- $15,000.
From October 1, 1997 through December 8, 1997, the company paid from available cash the $15,000 mandatory principal payment due September 30, 1998 and paid an additional $25,000 on the term loan which will be applied on a pro rata basis to the principal payments due in the fiscal years 1999 to 2003.
F-11

OSHKOSH TRUCK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
5. INCOME TAXES

                                                        FISCAL YEAR ENDED SEPTEMBER 30,
                                                        -------------------------------
                                                          1997        1996       1995
                                                          ----        ----       ----
INCOME TAX PROVISION (CREDIT)
Current:
  Federal...........................................    $ 8,236     $ 2,988     $5,572
  State.............................................      1,866         368        873
                                                        -------     -------     ------
       Total current................................     10,102       3,356      6,445
Deferred:
  Federal...........................................     (3,271)     (4,630)       763
  State.............................................       (335)       (467)        77
                                                        -------     -------     ------
       Total deferred...............................     (3,606)     (5,097)       840
                                                        -------     -------     ------
                                                        $ 6,496     $(1,741)    $7,285
                                                        =======     =======     ======	

                                                         FISCAL YEAR ENDED SEPTEMBER 30,
                                                         -------------------------------
                                                         1997         1996          1995
                                                         ----         ----          ----
EFFECTIVE RATE RECONCILIATION
U.S. federal tax rate..............................      35.0%        (34.0)%       35.0%
State income taxes, net............................       6.0          (5.0)         3.5
Reduction of prior years' excess tax provisions....      (5.5)        (50.5)          --
Foreign sales corporation..........................      (1.5)         (5.2)        (0.6)
Goodwill amortization..............................       5.4            --           --
Other, net.........................................        --           6.9          0.6
                                                         ----         -----         ----
                                                         39.4%        (87.8)%       38.5%
                                                         ====         =====         ====	

                                                                SEPTEMBER 30,
                                                           -----------------------
                                                             1997           1996
                                                             ----           ----
DEFERRED TAX ASSETS AND LIABILITIES
Deferred tax assets:
  Other current liabilities............................    $  5,277       $  6,625
  Accrued warranty.....................................       4,439          3,194
  Postretirement benefit obligations...................       3,916          3,674
  Investments..........................................       1,887          1,801
  Payroll-related obligations..........................       1,846            818
  Other................................................         729            419
                                                           --------       --------
       Total deferred tax assets.......................      18,094         16,531
Deferred tax liabilities:
  Intangible assets....................................      23,402         24,150
  Property, plant and equipment........................       4,175          5,972
  Inventories..........................................       2,341          1,922
  Deferred charges.....................................       1,091          1,091
  Other................................................          58            349
                                                           --------       --------
       Total deferred tax liabilities..................      31,067         33,484
                                                           --------       --------
       Net deferred tax liability......................    $(12,973)      $(16,953)
                                                           ========       ========	

The company has not recorded a valuation allowance with respect to any deferred tax assets.
F-12

OSHKOSH TRUCK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
6. EMPLOYEE BENEFIT PLANS
The company has defined benefit pension plans covering substantially all employees. The plans provide benefits based on compensation, years of service and date of birth. The company's policy is to fund the plans in amounts which comply with contribution limits imposed by law.
Components of net periodic pension cost for these plans for fiscal 1997, 1996, and 1995, including costs of discontinued operations which are not significant in any year presented but excluding Pierce pension costs for 1996 due to the proximity of its acquisition to the company's fiscal year end, are as follows:

                                                       FISCAL YEAR ENDED SEPTEMBER 30,
                                                       --------------------------------
                                                         1997        1996        1995
                                                         ----        ----        ----
Service cost -- benefits earned during year........    $ 1,387     $ 1,149     $ 1,140
Interest cost on projected benefit obligations.....      2,439       1,979       1,862
Actual return on plan assets.......................     (8,789)     (3,347)     (2,505)
Net amortization and deferral......................      6,123       1,232         438
                                                       -------     -------     -------
Net periodic pension cost..........................    $ 1,160     $ 1,013     $   935
                                                       =======     =======     =======	

The following table summarizes the funded status of the pension plans and the amounts recognized in the company's consolidated balance sheets at September 30, 1997 and 1996:

                                                                 SEPTEMBER 30,
                                                               ------------------
                                                                1997       1996
                                                                ----       ----
Actuarial present value of benefit obligations:
  Vested...................................................    $29,334    $26,009
  Nonvested................................................        694        602
                                                               -------    -------
Accumulated benefit obligations............................     30,028     26,611
Adjustment for projected benefit obligations...............      4,759      4,731
                                                               -------    -------
Projected benefit obligations..............................     34,787     31,342
Plan assets at fair value..................................     39,556     31,089
                                                               -------    -------
Plan assets in excess of (less than) projected benefit
  obligations..............................................      4,769       (253)
Unrecognized net transition asset..........................       (594)      (661)
Unrecognized net (gain) loss...............................     (1,538)     4,811
Unrecognized prior service cost............................      1,229        345
                                                               -------    -------
Prepaid pension asset......................................    $ 3,866    $ 4,242
                                                               =======    =======	

The plans' assets are comprised of investments in commingled equity and fixed income funds and individually managed equity portfolios.
Actuarial assumptions are as follows:

                                                                  SEPTEMBER 30,
                                                             ------------------------
                                                             1997      1996      1995
                                                             ----      ----      ----
Discount rate............................................    7.75%     7.75%     7.50%
Rate of increase in compensation.........................    4.50      4.50      4.50
Expected long-term rate of return on plan assets.........    9.25      9.25      9.25	

In addition to providing pension benefits for the majority of its employees, the company provides health benefits to certain of its retirees and their eligible spouses. Approximately 50% of the company's employees become eligible for these benefits if they reach normal retirement age while working for the company.
F-13

OSHKOSH TRUCK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following table summarizes the status of the postretirement benefit plan and the amounts recognized in the company's consolidated balance sheets for the periods indicated:

                                                                  SEPTEMBER 30,
                                                                -----------------
                                                                 1997       1996
                                                                 ----       ----
Postretirement benefit obligations:
  Retirees..................................................    $ 2,828    $2,929
  Fully eligible active participants........................        522       397
  Other active participants.................................      5,647     4,865
                                                                -------    ------
                                                                  8,997     8,191
Unrecognized net gain.......................................      1,150     1,326
                                                                -------    ------
Postretirement benefit obligations..........................    $10,147    $9,517
                                                                =======    ======	

Net periodic postretirement benefit cost for fiscal 1997, 1996, and 1995, including discontinued operations which is not significant in any year presented, includes the following components:

                                                               FISCAL YEAR ENDED
                                                                 SEPTEMBER 30,
                                                               ------------------
                                                               1997   1996   1995
                                                               ----   ----   ----
Service cost................................................   $366   $353   $372
Interest cost on the accumulated postretirement benefit
  obligation................................................    613    580    610
Amortization of unrecognized net gain.......................    (32)    --     --
                                                               ----   ----   ----
Net periodic postretirement benefit cost....................   $947   $933   $982
                                                               ====   ====   ====	

Net change in postretirement benefit obligations includes the following:

                                                                FISCAL YEAR ENDED
                                                                  SEPTEMBER 30,
                                                                -----------------
                                                                 1997       1996
                                                                 ----       ----
Balance at beginning of year................................    $ 9,517    $8,839
Benefits paid...............................................       (317)     (255)
Net periodic postretirement benefit cost....................        947       933
                                                                -------    ------
Balance at end of year......................................    $10,147    $9,517
                                                                =======    ======	

The assumed health care cost trend rate used in measuring the accumulated postretirement benefit obligation was 10.2% in fiscal 1997, declining to 6.5% in fiscal 2006. The weighted average discount rate used in determining the postretirement benefit obligation was 7.75% in fiscal 1997 and 1996. If the health care cost trend rate was increased by 1%, the postretirement benefit obligation at September 30, 1997 would increase by $799 and net periodic postretirement benefit cost for fiscal 1997 would increase by $107.
The company has defined contribution 401(k) plans covering substantially all employees. The plans allow employees to defer 2% to 19% of their income on a pre-tax basis. Each employee who elects to participate is eligible to receive company matching contributions. Amounts expensed for company matching contributions for continuing operations were $825, $401, and $407 in fiscal 1997, 1996, and 1995, respectively.
7. SHAREHOLDER'S EQUITY
The company is authorized to issue 1,000,000 shares of $.01 par value Class A Common Stock of which 406,878 shares and 409,258 shares were issued and outstanding at September 30, 1997 and 1996, respectively. The company is authorized to issue 18,000,000 shares of $.01 par value Common Stock. At September 30,
F-14

OSHKOSH TRUCK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1997, 8,951,287 and 7,900,481 shares of Common Stock were issued and outstanding, respectively. At September 30, 1996, 8,948,907 and 8,227,770 shares of Common Stock were issued and outstanding, respectively. The company is also authorized to issue up to 2,000,000 shares of $.01 par value Preferred Stock, none of which were issued or outstanding at September 30, 1997 or 1996.
On May 2, 1997, the company and Freightliner Corporation (Freightliner) formally terminated a strategic alliance formed on June 2, 1995. The company repurchased from Freightliner 350,000 shares of its Common Stock and 1,250,000 warrants for the purchase of additional shares of Common Stock for a total of $6,750. The company and Freightliner will continue to supply each other with parts and components.
The company has a stock restriction agreement with two shareholders owning the majority of the company's Class A Common Stock. The agreement is intended to allow for an orderly transition of Class A Common Stock into Common Stock. The agreement provides that at the time of death or incapacity of the survivor of them, the two shareholders will exchange all of their Class A Common Stock for Common Stock, and at that time, if not earlier, will support an amendment to the Articles of Incorporation which will provide for a mandatory conversion of all Class A Common Stock into Common Stock.
Each share of Class A Common Stock is convertible into Common Stock on a one-for-one basis. As of September 30, 1997, 406,878 shares of Common Stock are reserved for the conversion of Class A Common Stock. In July 1995, the company authorized the buyback of up to one million shares of the company's Common Stock. As of September 30, 1997 and 1996, the company had purchased 461,535 shares of its Common Stock at an aggregate cost of $6,551.
Dividends are required to be paid on both the Class A Common Stock and Common Stock at any time that dividends are paid on either. Each share of Common Stock is entitled to receive 115% of any dividend paid on each share of Class A Common Stock, rounded up or down to the nearest $0.0025 per share.
Holders of the Common Stock have the right to elect or remove as a class 25% of the entire Board of Directors of the company rounded to the nearest whole number of directors, but not less than one. Holders of Common Stock are not entitled to vote on any other company matters, except as may be required by law in connection with certain significant actions such as certain mergers and amendments to the company's Articles of Incorporation, and are entitled to one vote per share on all matters upon which they are entitled to vote. Holders of Class A Common Stock are entitled to elect the remaining directors (subject to any rights granted to any series of Preferred Stock) and are entitled to one vote per share for the election of directors and on all matters presented to the shareholders for vote.
The Common Stock shareholders are entitled to receive a liquidation preference of $7.50 per share before any payment or distribution to holders of the Class A Common Stock. Thereafter, holders of the Class A Common Stock are entitled to receive $7.50 per share before any further payment or distribution to holders of the Common Stock. Thereafter, holders of the Class A Common Stock and Common Stock share on a pro rata basis in all payments or distributions upon liquidation, dissolution or winding up of the company.
8. STOCK OPTION AND PERFORMANCE SHARE AWARD PLANS
The company has reserved 756,071 shares of Common Stock at September 30, 1997 to provide for the exercise of outstanding stock options and warrants, and the issuance of Common Stock under incentive compensation awards. Under the 1990 Incentive Stock Plan for the Key Employees (the Plan), officers, other key employees and directors may be granted options to purchase up to an aggregate of 825,000 shares of the company's Common Stock at not less than the fair market value of such shares on the date of grant. Participants may also be awarded grants of restricted stock under the Plan. The Plan expires on April 9, 2000. Options become exercisable ratably on the first, second, third anniversary of the date of grant. Options to purchase shares expire not later than ten years and one month after the grant of option.
F-15

OSHKOSH TRUCK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following table summarizes the transactions of the Plan for the three year period ended September 30, 1997.

                                                         NUMBER OF    WEIGHTED-AVERAGE
                                                          OPTIONS      EXERCISE PRICE
                                                         ---------    ----------------
Unexercised options outstanding --
  September 30, 1994.................................     400,649          $10.22
     Options granted.................................     100,500           13.84
     Options exercised...............................     (14,250)           9.31
     Options forfeited or expired....................      (9,831)          12.24
                                                          -------          ------
Unexercised options outstanding --
  September 30, 1995.................................     477,068           10.96
     Options granted.................................      14,500           14.68
     Options exercised...............................     (24,515)           9.72
     Options forfeited or expired....................      (6,251)          12.58
                                                          -------          ------
Unexercised options outstanding --
  September 30, 1996.................................     460,802           11.12
     Options granted.................................       5,000           12.00
     Options exercised...............................     (20,331)          10.34
     Options forfeited or expired....................      (7,570)          12.97
                                                          -------          ------
Unexercised options outstanding --
  September 30, 1997.................................     437,901          $11.14
                                                          =======          ======
Price range $7.88 -- $11.25 (weighted-average
  contractual life of 5.6 years and weighted-average
  exercise price of $9.78)...........................     303,151
Price range $12.00 -- $15.25 (weighted-average
  contractual life of 7.3 years and weighted-average
  exercise price of $14.19)..........................     134,750
                                                          -------
                                                          437,901
                                                          =======
Exercisable options at September 30, 1997............     391,403
Shares available for grant at September 30, 1997.....     318,170	

SFAS No. 123, "Accounting for Stock-Based Compensation", became effective for the company in fiscal 1997. As allowed by SFAS 123, the company has elected to continue to follow Accounting Principles Board Opinion (APB) No. 25, "Accounting for Stock Issued to Employees" in accounting for the Plan. Under APB No. 25, the company does not recognize compensation expense on the issuance of its stock options because the option terms are fixed and the exercise price equals the market price of the underlying stock on the grant date.
As required by SFAS 123, the company has determined the pro forma information as if the company had accounted for stock options granted since September 30, 1995 under the fair value method of SFAS 123. The Black-Scholes option pricing model was used with the following weighted-average assumptions:
risk-free interest rates of 6.27% in 1997 and 5.39% and 6.38% in 1996; dividend yield of 4.17% in 1997 and 3.60% and 3.28% in 1996; expected common stock market price volatility factor of .305; and a weighted-average expected life of the options of six years. The weighted-average fair value of options granted in 1997 and 1996 was $3.07 and $4.08 per share, respectively. The pro forma effect of these options on net earnings and earnings per share was not material. These pro forma calculations only include the effects of 1996 and 1997 grants. As such, the impacts are not necessarily indicative of the effects on reported net income of future years.
F-16

OSHKOSH TRUCK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
9. OPERATING LEASES
Total rental expense for plant and equipment charged to continuing operations under noncancelable operating leases was $886, $797, and $1,004 in fiscal 1997, 1996, and 1995, respectively. Minimum rental payments due under operating leases for subsequent fiscal years are: 1998 -- $937; 1999 -- $545; 2000 -- $212; 2001 -- $123; and 2002 -- $71.
Included in rental expense are charges of $128, $128, and $215 in fiscal 1997, 1996, and 1995, respectively, relating to leases between the company and certain shareholders.
10. DISCONTINUED OPERATIONS
On June 2, 1995, Freightliner acquired certain assets of the company's motor home, bus and van chassis business. The consideration included cash of $23,815 and the assumption by Freightliner of certain liabilities. The assets sold to Freightliner consisted of inventories, property, plant and equipment and the company's ownership interest in a Mexican chassis manufacturer. The liabilities assumed by Freightliner included certain warranty obligations related to previously produced chassis in excess of certain specified amounts for which the company retained liability and industrial revenue bonds that were secured by the underlying real estate. The disposition of chassis business has been accounted for as a discontinued operation. Revenues of the chassis business for fiscal 1995 (through the date of sale) were $55,804. The net liabilities of the discontinued operations have been segregated in the consolidated balance sheets. Details of such amounts are as follows:

                                                       SEPTEMBER 30,
                                                      ----------------    DECEMBER 31,
                                                       1997      1996         1997
                                                       ----      ----     ------------
                                                                          (UNAUDITED)
Accrued warranty..................................    $1,352    $1,862       $1,161
Other, net........................................       184       113          215
                                                      ------    ------       ------
Net current liabilities of discontinued
  operations......................................    $1,536    $1,975       $1,376
                                                      ======    ======       ======
Accrued warranty..................................    $1,235    $2,181       $  968
Other, net........................................       127       400           63
                                                      ------    ------       ------
Net long-term liabilities of discontinued
  operations......................................    $1,362    $2,581       $1,031
                                                      ======    ======       ======	

In fiscal 1996, the company incurred charges totaling $2,623 arising from the write-off of receivables and other obligations related to the company's former joint venture in Mexico. In addition, in fiscal 1996, the company recognized additional warranty and other related costs totaling $2,063 with respect to the company's former U.S. chassis business.
The company has allocated interest on the debt which was assumed by Freightliner to discontinued operations. Interest expense included in discontinued operations totaled $685 in fiscal 1995.
11. CONTINGENCIES, SIGNIFICANT ESTIMATES AND CONCENTRATIONS
The company is engaged in litigation against Super Steel Products Corporation (SSPC), the company's former supplier of mixer systems for front discharge concrete mixer trucks under a long-term supply contract. SSPC sued the company in state court claiming that the company breached the contract. The company counterclaimed for repudiation of contract. On July 26, 1996, a jury returned a verdict for SSPC awarding damages totaling $4,485. On October 10, 1996, the state court judge overturned the verdict against the company, granted judgment for the company on its counterclaim, and ordered a new trial for damages on the company's counterclaim. Both SSPC and the company have appealed the state court judge's decision. The Wisconsin Court of Appeals has agreed to hear the case and both the company and SSPC have filed briefs in this matter.
F-17

OSHKOSH TRUCK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The company currently is engaged in the arbitration of certain disputes between the Oshkosh Florida Division and O.V. Containers, Inc., which arose out of the performance of a contract to deliver 690 skeletal container chassis. The arbitration is being conducted before a three-member panel under the commercial dispute rules of the American Arbitration Association, and is not expected to conclude before April 1998. The company is vigorously contesting warranty and other claims made against it, and has asserted substantial claims against O.V. Containers, Inc. The outcome of these matters cannot be predicted at the present time.
As part of its routine business operations, the company disposes of and recycles or reclaims certain industrial waste materials, chemicals and solvents at third party disposal and recycling facilities which are licensed by appropriate governmental agencies. In some instances, these facilities have been and may be designated by the United States Environmental Protection Agency (EPA) or a state environmental agency for remediation. Under the Comprehensive Environmental Response, Compensation, and Liability Act (the Superfund law) and similar state laws, each potentially responsible party (PRP) that contributed hazardous substances may be jointly and severally liable for the costs associated with cleaning up the site. Typically, PRPs negotiate a resolution with the EPA and/or the state environmental agencies. PRPs also negotiate with each other regarding allocation of the cleanup cost.
As to one such Superfund site, Pierce is one of 414 PRPs participating in the costs of addressing the site and has been assigned an allocation share of approximately 0.04%. Currently a remedial investigation/ feasibility study is being completed, and as such, an estimate for the total cost of the remediation of this site has not been made to date. However, based on estimates and the assigned allocations, the company believes its liability at the site will not be material and its share is adequately covered through reserves established by the company at September 30, 1997. Actual liability could vary based on results of the study, the resources of other PRPs, and the company's final share of liability.
The company is addressing a regional trichloroethylene (TCE) groundwater plume on the south side of Oshkosh, Wisconsin. The company believes there may be multiple sources in the area. TCE was detected at the company's North Plant facility with recent testing showing the highest concentrations in a monitoring well located on the upgradient property line. Because the investigation process is still ongoing, it is not possible for the company to estimate its long-term total liability associated with this issue at this time. Also, as part of the regional TCE groundwater investigation, the company conducted a groundwater investigation of a former landfill located on company property. The landfill, acquired by the company in 1972, is approximately 2.0 acres in size and is believed to have been used for the disposal of household waste. Based on the investigation, the company does not believe the landfill is one of the sources of the TCE contamination. Based upon current knowledge, the company believes its liability associated with the TCE issue will not be material and is adequately covered through reserves established by the company at September 30, 1997. However, this may change as investigations proceed by the company, other unrelated property owners, and government.
The company is subject to other environmental matters and legal proceedings and claims which arise in the ordinary course of business. Although the final results of all such matters and claims cannot be predicted with certainty, management believes that the ultimate resolution of all such matters and claims, after taking into account the liabilities accrued with respect to such matters and claims, will not have a material adverse effect on the company's financial condition or results of operations. Actual results could vary, among other things, due to the uncertainties involved in litigation.
The company has guaranteed certain customers' obligations under deferred payment contracts and lease purchase agreements totaling approximately $4,178 at September 30, 1997. The company is also contingently liable under bid, performance and specialty bonds totaling approximately $94,101 at September 30, 1997.
Provisions for estimated warranty and other related costs are recorded at the time of sale and are periodically adjusted to reflect actual experience. As of September 30, 1997 and 1996, the company has accrued $12,320 and $8,942 for warranty claims. Certain warranty and other related claims involve matters of
F-18

OSHKOSH TRUCK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
dispute that ultimately are resolved by negotiation, arbitration or litigation. Infrequently, a material warranty issue can arise which is beyond the scope of the company's historical experience. During fiscal 1997 and 1996, the company recorded warranty and other related costs for matters beyond the company's historical experience totaling $3,770 and $5,602, respectively, with respect to continuing operations and $2,063 with respect to discontinued operations in fiscal 1996 (see Note 10). The additional charges in fiscal 1997 and 1996 with regard to continuing operations principally related to the dispute with O.V. Containers Inc., and secondarily to repair certain matters related to refuse and front-discharge chassis. The additional warranty charges with respect to discontinued operations in fiscal 1996 resulted from the underestimation of the warranty liabilities retained by the company upon the sale of the company's former chassis business. It is reasonably possible that additional warranty and other related claims could arise from disputes or other matters beyond the scope of the company's historical experience.
The company subcontracted production under an $85,000 ISO-Compatible Palletized Flatracks (IPF) contract for the U.S. Army to Steeltech, a minority-owned firm, pursuant to Department of Defense regulations under the IPF contract. Due to financial difficulties encountered by Steeltech, the company advanced working capital requirements to Steeltech in fiscal 1995 and 1996. As a result of delays in the start-up of full-scale production under the IPF contract, the company wrote off certain of its advances and an investment in Steeltech totaling $3,300 in fiscal 1996. Such charges were determined based on the amount of advances that were deemed to be unrealizable based on a projection of Steeltech's cash flows through completion of the IPF contract. Steeltech's IPF production passed first article testing in July 1996 and production is expected to be completed in fiscal 1998. As of September 30, 1997 and 1996, the company had outstanding advances due from Steeltech of $162 and $2,855, respectively. In fiscal 1996, the company also wrote off an investment of $900 in a joint venture which leases equipment to Steeltech and accrued $1,084 for the potential satisfaction of a guarantee of 50% of the outstanding indebtedness of the joint venture. Such charges were based on a projection of Steeltech's cash flows which indicated that Steeltech could not sustain its lease payments to the joint venture, and because the company believed that there was not a market for the sale of the leased equipment. The company is further contingently liable for Department of Defense progress payments that have been advanced to Steeltech totaling $3,352 at September 30, 1997 ($5,380 at September 30, 1996) in the event of incomplete performance under the IPF contract. While management currently expects the company to realize its remaining advances to Steeltech as of September 30, 1997 and to avoid liability for progress payments advanced to Steeltech, it is reasonably possible that the company could become liable for a portion of such progress payments.
The company derives a significant portion of its revenue from the U.S. Department of Defense, as follows:

                                                    FISCAL YEAR ENDED SEPTEMBER 30,
                                                    --------------------------------
                                                      1997        1996        1995
                                                      ----        ----        ----
Defense:
     U.S. Department of Defense.................    $272,042    $249,413    $260,112
     Export.....................................      16,584       2,059       1,623
                                                    --------    --------    --------
                                                     288,626     251,472     261,735
Commercial:
     Domestic...................................     373,946     141,540     159,326
     Export.....................................      20,662      20,443      17,496
                                                    --------    --------    --------
                                                     394,608     161,983     176,822
                                                    --------    --------    --------
Net sales.......................................    $683,234    $413,455    $438,557
                                                    ========    ========    ========	

U.S. Department of Defense sales include $17,723 and $58,855 in fiscal 1997 and 1996, respectively, for products sold internationally under the Foreign Military Sales (FMS) Program. There were no sales under the FMS Program in 1995.
F-19

OSHKOSH TRUCK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Inherent in doing business with the U.S. Department of Defense are certain risks, including technological changes and changes in levels of defense spending. All U.S. Department of Defense contracts contain a provision that they may be terminated at any time at the convenience of the government. In such an event, the company is entitled to recover allowable costs plus a reasonable profit earned to the date of termination.
Various actions or claims have been asserted or may be asserted in the future by the government against the company. A potential action by the government against the company in connection with a grand jury investigation was commenced in 1989. In 1996, the government discontinued this investigation without any action against the company or its employees, although a civil investigation is possible.
12. UNAUDITED QUARTERLY RESULTS

                                                       FISCAL 1997                               FISCAL 1996
                                  -----------------------------------------------------   -------------------------
                                  4TH QUARTER   3RD QUARTER   2ND QUARTER   1ST QUARTER   4TH QUARTER   3RD QUARTER
                                  -----------   -----------   -----------   -----------   -----------   -----------
Net Sales.......................  $ 185,853     $ 176,596     $ 170,465     $ 150,320     $ 117,983     $ 111,950
Gross Income....................     24,496        21,897        22,868        19,583         4,256         7,647
Income (Loss) From Continuing
  Operations....................      3,116         2,792         2,474         1,624        (1,645)       (2,398)
Discontinued Operations.........         --            --            --            --          (648)       (2,211)
Net Income (Loss)...............      3,116         2,792         2,474         1,624        (2,293)       (4,609)
Earnings (Loss) Per Share
  Continuing Operations.........        $.38         $.33           $.28          $.19         $(.19)        $(.27)
  Discontinued Operations.......         --            --            --            --          (.07)         (.25)
  Net Income (Loss).............        .38           .33           .28           .19          (.26)         (.52)
Dividends Per Share:
  Class A Common Stock..........  $ 0.10875     $ 0.10875     $ 0.10875     $ 0.10875     $ 0.10875     $ 0.10875
  Common Stock..................    0.12500       0.12500       0.12500       0.12500       0.12500       0.12500

                                         FISCAL 1996
                                  -------------------------
                                  2ND QUARTER   1ST QUARTER
                                  -----------   -----------
Net Sales.......................  $ 103,139     $  80,383
Gross Income....................     12,725        10,451
Income (Loss) From Continuing
  Operations....................      2,230         1,572
Discontinued Operations.........         --            --
Net Income (Loss)...............      2,230         1,572
Earnings (Loss) Per Share
  Continuing Operations.........       $.25          $.18
  Discontinued Operations.......         --            --
  Net Income (Loss).............        .25           .18
Dividends Per Share:
  Class A Common Stock..........  $ 0.10875     $ 0.10875
  Common Stock..................    0.12500       0.12500	

For the fourth quarter of 1996, continuing operations includes, on an after-tax basis, approximately $2.4 million related to the IPF subcontract and additional warranty provisions partially offset by reversal of $2.0 million of income tax provisions and related accrued interest. Discontinued operations for the fourth quarter of 1996 includes $0.6 million of after-tax charges related to adjustments of estimated warranty expenses.
13. SUBSEQUENT EVENT
On December 8, 1997, the company agreed to acquire McNeilus Companies, Inc. (McNeilus), a $300.0 million manufacturer and marketer of refuse and recycling truck bodies, rear-discharge concrete mixers, and ready-mix batch plants. The total purchase cost for all McNeilus stock and related non-compete and ancillary agreements is $250.0 million in cash and will be financed through the issuance of $100.0 million Senior Subordinated Notes and a $325.0 million senior debt facility inclusive of a $100.0 million revolver and term loans of $100.0 million, $62.5 million and $62.5 million with terms of six, seven and eight years, respectively.
The transaction is expected to close in the first quarter of calendar 1998. Under certain conditions, if the acquisition is not consummated, the company may be required to pay McNeilus a fee of $10.0 million, and conversely, McNeilus may be required to pay a $10.0 million fee to the company.
Pierce and Summit, wholly owned subsidiaries of the company, will fully, unconditionally, jointly and severally guarantee the company's obligations under the Senior Subordinated Notes. The following is
F-20

OSHKOSH TRUCK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
summarized combined financial information of Pierce and Summit, both of which were acquired by the company during fiscal 1996.

                                                           AS OF SEPTEMBER 30,
                                                           -------------------
                                                             1997       1996
                                                             ----       ----
Current assets...........................................  $ 47,910   $ 49,917
Goodwill and other intangibles, net......................   163,344    166,450
Other non-current assets.................................    26,063     24,660
Current liabilities......................................    73,039     52,982
Non-current liabilities..................................    25,633     26,948	

                                                            FISCAL YEAR ENDED
                                                              SEPTEMBER 30,
                                                           -------------------
                                                             1997       1996
                                                             ----       ----
Net sales................................................  $242,458   $  9,417
Gross income.............................................    39,523        401
Income (loss) from operations............................    21,466     (1,435)	

F-21

INDEPENDENT AUDITOR'S REPORT
Board of Directors
McNeilus Companies, Inc.
We have audited the accompanying consolidated balance sheets of McNeilus Companies, Inc. and Subsidiaries, as of February 28, 1997 and February 29, 1996, and the related consolidated statements of income, stockholders' equity and cash flows for each of the three years in the period ended February 28, 1997. These consolidated financial statements are the responsibility of the Companies' management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of McNeilus Companies, Inc. and Subsidiaries as of February 28, 1997 and February 29, 1996, and the results of their operations and their cash flows for each of the three years in the period ended February 28, 1997, in conformity with generally accepted accounting principles.
LARSON, ALLEN, WEISHAIR & CO., LLP
Austin, Minnesota
April 23, 1997, except for Notes 2 and 13, as to which the date is December 8, 1997.
F-22

MCNEILUS COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
FEBRUARY 28, 1997, FEBRUARY 29, 1996
AND NOVEMBER 30, 1997

                                                              FEBRUARY 28,   FEBRUARY 29,   NOVEMBER 30,
                                                                  1997           1996           1997
                                                              ------------   ------------   ------------
                                                                                            (UNAUDITED)
                                                                  (IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS
CURRENT ASSETS
  Cash and Cash Equivalents.................................    $ 24,743       $ 16,005       $ 20,159
  Accounts Receivable, Net..................................       9,432         11,203         12,259
  Net Investment in Sales-Type Leases -- Current............      32,009         25,710         35,108
  Prepaids and Miscellaneous Receivables....................       1,134          2,258          6,099
  Short-Term Investments....................................       2,425          2,350          1,436
  Inventories...............................................      87,194         99,006         59,189
  Deferred Income Taxes.....................................       4,334          2,452          4,213
                                                                --------       --------       --------
       Total Current Assets.................................     161,271        158,984        138,463
                                                                --------       --------       --------
NET ASSETS OF DISCONTINUED OPERATIONS.......................       6,856          6,583          6,988
                                                                --------       --------       --------
NET INVESTMENT IN SALES-TYPE LEASES.........................     101,870         95,237         86,536
                                                                --------       --------       --------
LONG-TERM RECEIVABLES AND INVESTMENTS.......................       5,695          2,908         14,513
                                                                --------       --------       --------
PROPERTY AND EQUIPMENT
  Property and Equipment....................................      58,955         56,490         59,219
  Less Accumulated Depreciation.............................      30,524         26,807         31,323
                                                                --------       --------       --------
       Net Property and Equipment...........................      28,431         29,683         27,896
                                                                --------       --------       --------
INTANGIBLE ASSETS...........................................          97             --            324
                                                                --------       --------       --------
       Total Assets.........................................    $304,220       $293,395       $274,720
                                                                ========       ========       ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts Payable -- Trade.................................    $  9,470       $ 10,097       $ 10,324
  Accrued Expenses and Other Liabilities....................      20,871         14,758         17,042
  Dividends Payable.........................................         119             92             --
  Revolving Line-Of-Credit..................................       5,200         10,100             --
  Floor Plan Notes Payable..................................      39,515         56,981         17,194
  Current Maturities of Leasing Long-Term Debt..............      32,703         26,126         35,787
  Current Maturities of Other Long-Term Debt................       1,341          2,044            286
                                                                --------       --------       --------
       Total Current Liabilities............................     109,219        120,198         80,633
                                                                --------       --------       --------
LONG-TERM DEBT -- LEASING...................................      88,867         81,538         77,852
                                                                --------       --------       --------
OTHER LONG-TERM DEBT........................................       6,400         11,425          2,598
                                                                --------       --------       --------
DEFERRED INCOME TAXES.......................................      22,632         18,575         23,079
                                                                --------       --------       --------
STOCKHOLDERS' EQUITY
  Common Stock, No Par Value
     Class A, Voting, Authorized 100,000 Shares
       76,061 Shares Issued and Outstanding.................         234         23,596            234
     Class B, Nonvoting, Authorized 9,900,000 Shares
       7,380,264, -0-, 7,380,264 Shares Issued and
       Outstanding, Respectively............................      22,668             --         22,668
  Retained Earnings.........................................      54,200         38,063         67,656
                                                                --------       --------       --------
       Total Stockholders' Equity...........................      77,102         61,659         90,558
                                                                --------       --------       --------
Total Liabilities and Stockholders' Equity..................    $304,220       $293,395       $274,720
                                                                ========       ========       ========	

See accompanying Notes to Consolidated Financial Statements.
F-23

MCNEILUS COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED FEBRUARY 28, 1997
FEBRUARY 29, 1996, AND FEBRUARY 28, 1995
AND THE NINE MONTHS ENDED NOVEMBER 30, 1997 AND 1996

                                       FEBRUARY 28,    FEBRUARY 29,    FEBRUARY 28,    NOVEMBER 30,    NOVEMBER 30,
                                           1997            1996            1995            1997            1996
                                       ------------    ------------    ------------    ------------    ------------
                                                                                               (UNAUDITED)
                                                                      (IN THOUSANDS)
NET SALES..........................      $312,999        $331,359        $305,730        $246,774        $233,221
Cost of Sales......................       257,163         281,790         259,437         203,690         191,930
                                         --------        --------        --------        --------        --------
GROSS PROFIT.......................        55,836          49,569          46,293          43,084          41,291
                                         --------        --------        --------        --------        --------
OPERATING EXPENSES
  Selling..........................        12,286          10,823           9,339           9,868           9,804
  General and Administrative.......        16,806          16,634          19,980          15,976          15,049
                                         --------        --------        --------        --------        --------
       Total Operating Expenses....        29,092          27,457          29,319          25,844          24,853
                                         --------        --------        --------        --------        --------
INCOME FROM OPERATIONS.............        26,744          22,112          16,974          17,240          16,438
                                         --------        --------        --------        --------        --------
OTHER INCOME (EXPENSE)
  Interest Income -- Leasing.......        12,474          10,492           7,594           9,229           9,321
  Interest Expense -- Leasing......        (9,903)         (8,241)         (5,528)         (7,356)         (7,413)
  Interest Expense.................        (2,752)         (1,944)         (1,801)         (1,054)         (2,090)
  Miscellaneous Income.............         2,305           2,642           1,734           2,218           1,942
                                         --------        --------        --------        --------        --------
       Total Other Income
          (Expense)................         2,124           2,949           1,999           3,037           1,760
                                         --------        --------        --------        --------        --------
INCOME FROM CONTINUING OPERATIONS
  BEFORE INCOME TAXES..............        28,868          25,061          18,973          20,277          18,198
INCOME TAX PROVISION...............        10,920           9,503           8,923           7,423           7,013
                                         --------        --------        --------        --------        --------
INCOME FROM CONTINUING
  OPERATIONS.......................        17,948          15,558          10,050          12,854          11,185
INCOME FROM DISCONTINUED OPERATIONS
  (NET OF INCOME TAXES)............           117             271             849             602             421
                                         --------        --------        --------        --------        --------
NET INCOME.........................      $ 18,065        $ 15,829        $ 10,899        $ 13,456        $ 11,606
                                         ========        ========        ========        ========        ========	

See accompanying Notes to Consolidated Financial Statements.
F-24

MCNEILUS COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED FEBRUARY 28, 1997
FEBRUARY 29, 1996, AND FEBRUARY 28, 1995
AND THE NINE MONTHS ENDED NOVEMBER 30, 1997

                                                        COMMON STOCK
                                          -----------------------------------------
                                               CLASS A               CLASS B
                                          -----------------    --------------------               RETAINED
                                          SHARES    AMOUNT      SHARES      AMOUNT      TOTAL     EARNINGS
                                          ------    ------      ------      ------      -----     --------
                                                         (IN THOUSANDS, EXCEPT SHARE DATA)
BALANCE, FEBRUARY 28, 1994............    86,572    $26,856           --    $    --    $26,856    $18,332
  Retirement of 1,761 Shares of
     Common Stock.....................    (1,761)      (546)          --         --       (546)      (853)
  Net Income..........................        --         --           --         --         --     10,899
  Dividends...........................        --         --           --         --         --       (106)
                                          ------    -------    ---------    -------    -------    -------
BALANCE, FEBRUARY 28, 1995............    84,811     26,310           --         --     26,310     28,272
  Retirement of 8,750 Shares of
     Common Stock.....................    (8,750)    (2,714)          --         --     (2,714)    (5,946)
  Net Income..........................        --         --           --         --         --     15,829
  Dividends...........................        --         --           --         --         --        (92)
                                          ------    -------    ---------    -------    -------    -------
BALANCE, FEBRUARY 29, 1996............    76,061     23,596           --         --     23,596     38,063
  Stock Dividend Issued...............        --    (23,362)   7,606,100     23,362         --         --
  Retirement of 225,836 Shares of
     Common Stock.....................        --         --     (225,836)      (694)      (694)    (1,806)
  Net Income..........................        --         --           --         --         --     18,065
  Dividends...........................        --         --           --         --         --       (122)
                                          ------    -------    ---------    -------    -------    -------
BALANCE, FEBRUARY 28, 1997............    76,061        234    7,380,264     22,668     22,902     54,200
  Net Income..........................        --         --           --         --         --     13,456
                                          ------    -------    ---------    -------    -------    -------
BALANCE, NOVEMBER 30, 1997
  (UNAUDITED).........................    76,061    $   234    7,380,264    $22,668    $22,902    $67,656
                                          ======    =======    =========    =======    =======    =======	

See accompanying Notes to Consolidated Financial Statements.
F-25

MCNEILUS COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED FEBRUARY 28, 1997
FEBRUARY 29, 1996, AND FEBRUARY 28, 1995
AND THE NINE MONTHS ENDED NOVEMBER 30, 1997 AND 1996

                                                     FEBRUARY 28,   FEBRUARY 29,   FEBRUARY 28,   NOVEMBER 30,   NOVEMBER 30,
                                                         1997           1996           1995           1997           1996
                                                     ------------   ------------   ------------   ------------   ------------
                                                                                                          (UNAUDITED)
                                                                                  (IN THOUSANDS)
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income.......................................    $ 18,065       $ 15,829       $ 10,899       $ 13,456       $ 11,606
                                                       --------       --------       --------       --------       --------
  Adjustments to Reconcile Net Income to Net Cash
    Provided by Operating Activities:
  Gain on Sale of Leased Equipment, Property and
    Equipment......................................        (568)          (317)          (160)          (330)          (365)
  Loss on Sale of Investment.......................          48             29             28             28             28
  Depreciation.....................................       4,074          4,129          3,393          2,786          3,005
  Amortization.....................................           3            157              6             26             --
  Deferred Income Taxes............................       2,174          3,951          3,589            568          1,824
  Earnings of Discontinued Operations..............        (117)          (271)          (849)          (602)          (421)
  Change in Assets and Liabilities:
    (Increase) Decrease In:
      Accounts Receivable..........................       1,771         (1,064)          (425)        (2,829)         4,087
      Prepaids and Miscellaneous Receivables.......         700            395           (831)        (4,964)             7
      Inventories..................................      11,811        (20,232)       (24,120)        28,005         12,223
    Increase (Decrease) In:
      Accounts Payable -- Trade....................        (626)        (3,507)         2,268            852         (2,121)
      Accrued Expenses and Other Liabilities.......       6,112          1,593          4,355         (3,829)         2,269
      Floor Plan Notes Payable.....................     (17,466)        16,631         11,649        (22,321)       (16,951)
                                                       --------       --------       --------       --------       --------
        Total Adjustments..........................       7,916          1,494         (1,097)        (2,610)         3,585
                                                       --------       --------       --------       --------       --------
        Net Cash Provided by Operating
          Activities...............................      25,981         17,323          9,802         10,846         15,191
                                                       --------       --------       --------       --------       --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of Property and Equipment............      (2,922)        (5,427)        (9,977)        (2,621)        (2,495)
  Proceeds from Sale of Property and Equipment.....          18            589             94            344             18
  Purchase of Investments..........................      (2,425)        (2,350)        (1,200)        (1,436)        (1,705)
  Proceeds From Sale of Investments................       2,350          1,200          1,000          2,425          2,350
  Issuance of Long-Term Receivables and Other
    Assets.........................................     (12,435)        (8,316)        (5,325)        (9,509)       (12,278)
  Proceeds from Long-Term Receivables and Other
    Assets.........................................       9,895          8,074          6,273            903            794
  Proceeds from Early Retirement and Disposals of
    Leased Equipment...............................      11,185          5,700          5,115          7,897          7,834
  Issuance of Leases Receivable....................     (52,406)       (61,074)       (47,169)       (22,376)       (38,493)
  Proceeds from Receipt on Leases Receivable.......      28,941         23,251         18,485         27,070         23,610
                                                       --------       --------       --------       --------       --------
        Net Cash Provided (Used) by Investing
          Activities...............................     (17,799)       (38,353)       (32,704)         2,697        (20,365)
                                                       --------       --------       --------       --------       --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from Long-Term Debt.....................      63,613         59,336         39,112         25,286         43,358
  Payments on Long-Term Debt.......................     (55,562)       (34,129)       (23,884)       (38,094)       (32,717)
  Payments for Retirement of Common Stock..........      (2,500)          (700)        (1,400)            --             --
  Payment of Dividends.............................         (95)          (106)           (87)          (119)           (55)
  Increase (Decrease) in Revolving Line of
    Credit.........................................      (4,900)         1,600          8,500         (5,200)       (10,100)
                                                       --------       --------       --------       --------       --------
        Net Cash Provided (Used) By Financing
          Activities...............................         556         26,001         22,241        (18,127)           486
                                                       --------       --------       --------       --------       --------
NET INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS......................................       8,738          4,971           (661)        (4,584)        (4,688)
Cash and Cash Equivalents -- Beginning.............      16,005         11,034         11,695         24,743         16,005
                                                       --------       --------       --------       --------       --------
CASH AND CASH EQUIVALENTS -- ENDING................    $ 24,743       $ 16,005       $ 11,034       $ 20,159       $ 11,317
                                                       ========       ========       ========       ========       ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
  Cash Payment For:
    Interest Expense -- Leasing....................    $  9,904       $  8,241       $  5,415       $  7,413       $  7,356
    Interest Expense -- Other......................       2,935          1,842          2,014          1,048          2,290
    Taxes..........................................       4,258          5,380          4,509         11,038          3,771	

See accompanying Notes to Consolidated Financial Statements.
F-26

MCNEILUS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE YEARS ENDED FEBRUARY 28, 1997 (IN THOUSANDS)
 (INFORMATION PERTAINING TO NOVEMBER 30, 1997 AND 1996 IS UNAUDITED)
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of McNeilus Companies, Inc. and its wholly-owned subsidiaries (the Companies).
All significant intercompany transactions and accounts of the companies included in these consolidated financial statements have been eliminated.
Lines of Business
McNeilus Truck and Manufacturing, Inc., a wholly-owned subsidiary of McNeilus Companies, Inc. manufactures products used primarily by the ready-mix and refuse industries in the United States and abroad. McNeilus Truck and Manufacturing, Inc. has entered into a marketing agreement with its wholly-owned subsidiary, McNeilus Financial, Inc., to sell and market its products. Under this agreement, McNeilus Financial, Inc. makes all final destination sales and provides branch facility services.
Leases of manufactured equipment are made through McNeilus Financial Services, Inc., a wholly-owned subsidiary of McNeilus Companies, Inc. Substantially all leases have an initial term of five years, and are accounted for as sales-type leases. Unearned finance income is recognized over the life of the leases in decreasing amounts which produce a constant rate of return on the unrecovered investment in the leases.
McIntire Fabricators, Inc., Iowa Contract Fabricators, Inc. and Kensett Fabricators, Inc., all wholly-owned subsidiaries of McNeilus Companies, Inc., provide component fabrication services to McNeilus Truck and Manufacturing, Inc.
The Companies insure for automobile, workers' compensation and employer's liability, and general liability risks through Nation's Casualty Insurance, Inc., a wholly-owned subsidiary. Nation's Casualty Insurance, Inc. insures only for members of the McNeilus group of companies. Aggregate and excess losses are subject to outside insurance coverages. For the fiscal years ended 1997, 1996, 1995 and the nine months ended November 30, 1997 and 1996 expenses incurred, before income taxes, included in the consolidated statements of income was approximately $2,484, $1,695, $1,815, $1,668 and $1,754, respectively.
Use of Estimates
The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions. Actual results may vary from those estimates. Areas impacted through this process include the allowance for doubtful accounts and leases receivable, residual values of leased equipment, current and long-term classification of notes receivable and payable, useful lives of property and equipment, accrued warranty and insurance reserves, and income taxes.
Cash and Cash Equivalents
Cash and cash equivalents include cash in checking and savings accounts.
Accounts and Leases Receivable
Accounts receivable are reflected net of an allowance for doubtful accounts of $177, $341 and $172 as of February 28, 1997, February 29, 1996 and November 30, 1997, respectively. The Companies also use the reserve method in accounting for doubtful leases. Net investment in sales-type leases are reflected net of an
F-27

MCNEILUS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
allowance for doubtful leases of $0, $0 and $20 as of February 28, 1997, February 29, 1996 and November 30, 1997, respectively.
Lease Accounting Policies
Leasing activities consist of the leasing of ready mix equipment and plants and refuse equipment. For financial reporting, these leases are accounted for as sales-type leases, with profit on the sale recognized at lease inception. Cost consists of the equipment's book value, less the present value of its residual. The present value of both the future minimum lease payments and the residual value are recorded as assets.
Residual values, representing the estimated net present value of the equipment at the termination of the lease, are recorded at the inception of the lease based on amounts estimated by management based upon its experience and judgment.
Unearned income is the amount by which total rentals and estimated residual value of equipment exceeds the cost of the equipment. Unearned income is amortized over the lease term so as to produce a constant periodic rate of return on the net investment in the lease.
Short-Term Investments
Short-term investments consist of deposits which are restricted through statutory or trust agreements for the insurance operations of Nations Casualty Insurance, Inc. These deposits consist primarily of certificates of deposit, stated at cost, which mature within one year, as well as deposits in a non-interest bearing account.
Inventories
The Companies utilize the LIFO (last-in, first-out) method of pricing inventories for truck chassis, manufactured mixers, ready-mix plants, replacement drums, and replacement parts. All other inventory is stated at FIFO (first-in, first-out) cost.
Revenue Recognition
Sales are recorded when the goods or services are billable at time of shipment or delivery.
Depreciation
Depreciation is provided for financial reporting by annual charges to income calculated by use of the straight-line, 150% declining balance and 200% declining balance methods to amortize the cost of depreciable assets over their estimated useful lives. Depreciation is provided based upon the following useful lives:

Buildings...................................................    10-35 years
Shop and Office Equipment...................................     3-10 years
Transportation Equipment....................................      3-7 years	

Depreciation deducted in tax returns differs from depreciation for financial reporting purposes due to the use of accelerated methods for tax versus straight-line for financial reporting on certain assets.
Product Warranty
The Companies use the reserve method in accounting for warranty costs. A warranty reserve of approximately $1,400 is recorded as of February 28, 1997 and February 29, 1996 and November 30, 1997, respectively. For the fiscal years ended 1997, 1996 and 1995 and the nine months ended November 30, 1997 and 1996 amounts expensed included in the consolidated statements of income were approximately $1,189, $2,427, $2,209, $170 and $1,157, respectively.
F-28

MCNEILUS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Deferred Income Taxes
Deferred income taxes are provided on temporary differences between financial reporting and income tax reporting of certain income and expense items, as well as the accounting for the leasing activities of McNeilus Financial Services, Inc. as sales-type leases for financial reporting and operating leases for income tax reporting.
Advertising Costs
Advertising costs are expensed when incurred. For the fiscal years ended 1997, 1996 and 1995 and the nine months ended November 30, 1997 and 1996 advertising expense was approximately $1,458, $822, $694, $701 and $1,165, respectively.
Pension and Profit Sharing Plans
The Companies offer to its employees a qualified salary reduction retirement plan under Sec. 401(k)of the Internal Revenue Code. The members of the consolidated group provide a limited matching of contributions as an incentive for employees to participate in the plan. For the fiscal years ended 1997, 1996 and 1995 and the nine months ended November 30, 1997 and 1996 contribution expense included in the consolidated statements of income was approximately $278, $303, $289, $248 and $171, respectively.
Research and Development Costs
Research and development costs are expensed when incurred. For the fiscal years ended 1997, 1996 and 1995 and the nine months ended November 30, 1997 and 1996 research and development costs charged to expense were approximately $667, $985, $607, $313 and $338, respectively.
New Accounting Standards
In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share," which is required to be adopted effective for both interim and annual financial statements for periods ending after December 15, 1997. Among other provisions, the dilutive effect of stock options must be excluded under the new requirements for calculating basic earnings per share, which will replace primary earnings per share. This change will not impact the Companies' earnings per share calculations.
In June 1997, the Financial Accounting Standards Board issued SFAS No. 130, "Reporting Comprehensive Income." SFAS No. 130 establishes the standards for reporting and displaying comprehensive income and its components (revenues, expenses, gains, and losses) as part of a full set of financial statements. This statement requires that all elements of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. The statement is effective for fiscal years beginning after December 15, 1997. Since this statement applies only to the presentation of comprehensive income, it will not have any impact on the Companies' results of operations, financial position or cash flows.
In June 1997, the Financial Accounting Standards Board also issued SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," SFAS No. 131 establishes the standards for the manner in which public enterprises are required to report financial and descriptive information about their operating segments. The statement defines operating segments as components of an enterprise for which separate financial information is available and evaluated regularly as a means for assessing segment performance and allocating resources to segments. A measure of profit or loss, total assets, and other related information are required to be disclosed for each operating segment. In addition, this statement requires the annual disclosure of information concerning revenues derived from the enterprise's products or services, countries in which it earns revenue or holds assets, and major customers. The statement is also effective for fiscal years beginning
F-29

MCNEILUS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
after December 15, 1997. The adoption of SFAS No. 131 will not affect the Companies' results of operations or financial position, but will affect the disclosure of segment information.
Reclassification of Financial Statement Data
Investments in Unconsolidated Subsidiaries, and the earnings from those subsidiaries, presented as a separate line in the 1996 and 1995 balance sheets and income statements have been reclassified to discontinued operation lines within those statements to conform with their presentation in the 1997 financial statements.
NOTE 2 DISCONTINUED OPERATIONS
In December, 1997 the Company entered into an agreement with a minority stockholder to sell its 92% interest in ready mix operations, Ready Mix Holding, Inc. and Subsidiaries. The sale price, which will be determined by independent appraisal, has yet to be determined.
In December, 1997 the Company entered into an agreement with a minority stockholder to sell its wholly-owned credit life insurance subsidiary, McNeilus Fidelity Life Insurance Company. The sale price, which will be determined by independent appraisal, has yet to be determined.
In December, 1997 the Company entered into an agreement with an unrelated party to sell its wholly-owned subsidiary, Sterling Travel of Austin, Inc., for $300.
The disposals of these companies are being accounted for as discontinued operations. Net assets of these companies at February 28, 1997, February 29, 1996 and November 30, 1997 are summarized as follows:

                                                                               (UNAUDITED)
                                               FEBRUARY 28,    FEBRUARY 29,    NOVEMBER 30,
                                                   1997            1996            1997
                                               ------------    ------------    ------------
Cash and Short-Term Investments............       $1,869          $1,776         $ 2,009
Accounts Receivable, Net...................          534             474           1,392
Inventories................................          608             662             788
Long-Term Receivables......................        1,924           2,220           1,927
Property and Equipment, Net................        2,324           2,631           2,011
Other Assets...............................        1,321           1,279             819
Accounts Payable and Accrued Expenses......         (425)           (254)         (1,118)
Other Current Liabilities..................         (498)           (877)           (485)
Long-Term Debt, Less Current Portion.......         (801)         (1,328)           (355)
                                                  ------          ------         -------
                                                  $6,856          $6,583         $ 6,988
                                                  ======          ======         =======	

These entities had the following revenues for the fiscal years ended 1997, 1996 and 1995:

                                                FEBRUARY 28,    FEBRUARY 29,    FEBRUARY 28,
                                                    1997            1996            1995
                                                ------------    ------------    ------------
Ready Mix Holding, Inc. and Subsidiaries....       $9,154          $8,604         $10,053
McNeilus Fidelity Life Insurance Company....           95              88              64
Sterling Travel of Austin, Inc..............          910             990           1,086	

F-30

MCNEILUS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 3 MINIMUM LEASE PAYMENTS RECEIVABLE AND NET INVESTMENT IN LEASES
The components of the net investment in sales-type leases are as follows at February 28, 1997, February 29, 1996 and November 30, 1997:

                                               FEBRUARY 28,    FEBRUARY 29,    NOVEMBER 30,
                                                   1997            1996            1997
                                               ------------    ------------    ------------
                                                                               (UNAUDITED)
Minimum Lease Payments Receivable..........      $122,619        $115,699        $105,327
Less: Allowance for Credit Losses..........             0               0              20
Add: Residual Value........................        38,768          32,932          39,345
Less: Unearned Income......................        27,508          27,684          23,008
                                                 --------        --------        --------
     Net Investment in Leases..............       133,879         120,947         121,644
Less: Current Portion......................        32,009          25,710          35,108
                                                 --------        --------        --------
     Non-Current Portion...................      $101,870        $ 95,237        $ 86,536
                                                 ========        ========        ========	

The approximate maturities of minimum lease payments receivable are estimated to be as follows for the respective years ending February 28: 1998 -- $40,926; 1999 -- $35,177; 2000 -- $26,810; 2001 -- $15,181; 2002 -- $4,156; 2003 -- $369.
NOTE 4 INVENTORIES
Inventories at February 28, 1997, February 29, 1996 and November 30, 1997 consist of the following:

                                               FEBRUARY 28,    FEBRUARY 29,    NOVEMBER 30,
                                                   1997            1996            1997
                                               ------------    ------------    ------------
                                                                               (UNAUDITED)
Trucks.....................................      $49,780         $60,650         $25,354
Mixers.....................................        9,863           9,367           6,607
Refuse Bodies..............................        5,942           7,548           5,130
Ready-Mix Plants...........................        1,391             768             325
Drums......................................          818             597             672
Parts Held for Sale........................       12,750          13,016          11,111
Manufacturing Raw Material and Parts.......       14,300          14,338          17,858
Collateral Held for Sale...................            0              78               0
                                                 -------         -------         -------
     Inventories at FIFO Cost..............       94,844         106,362          67,057
Excess of FIFO Cost Over LIFO Cost.........       (7,650)         (7,356)         (7,868)
                                                 -------         -------         -------
                                                 $87,194         $99,006         $59,189
                                                 =======         =======         =======	

F-31

MCNEILUS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 5 LONG-TERM RECEIVABLES AND INVESTMENTS
Long-term receivables and investments consist of the following at February 28, 1997, February 29, 1996 and November 30, 1997:

                                               FEBRUARY 28,    FEBRUARY 29     NOVEMBER 30
                                                   1997            1996            1997
                                               ------------    -----------     -----------
                                                                               (UNAUDITED)
Miscellaneous Notes Receivable.............       $2,485          $  653         $ 5,245
Related Party Notes Receivable.............          899             944           6,814
Conditional Sales Contracts................          619           1,043           3,068
Marketable Equity Securities at Cost, Which
  Approximates Market......................          940             940             940
Other Investments at Cost..................        1,298             323           1,406
                                                  ------          ------         -------
     Totals................................        6,241           3,903          17,473
Less Current Portion (Included in Prepaids
  and Miscellaneous Receivables)...........          546             995           2,960
                                                  ------          ------         -------
                                                  $5,695          $2,908         $14,513
                                                  ======          ======         =======	

Maturities for the next five years on all long-term notes receivable are estimated to be as follows for the respective years ending February 28:

1998........................................................    $  546
1999........................................................     2,654
2000........................................................       122
2001........................................................       110
2002........................................................       104	

The aggregate carrying value of the long-term notes receivable and investments approximates the fair market value at February 28, 1997.
NOTE 6 PROPERTY AND EQUIPMENT
Property and equipment, stated at cost, is composed as follows at February 28, 1997, February 29, 1996 and November 30, 1997:

                                               FEBRUARY 28,    FEBRUARY 29     NOVEMBER 30
                                                   1997            1996            1997
                                               ------------    -----------     -----------
                                                                               (UNAUDITED)
Land and Improvements......................      $ 1,684         $ 1,737         $ 1,975
Buildings..................................       27,860          26,310          28,313
Shop and Office Equipment..................       24,563          23,211          24,373
Transportation Equipment...................        4,575           4,289           4,536
Construction in Progress...................          273             943              22
                                                 -------         -------         -------
     Total.................................       58,955          56,490          59,219
Less Accumulated Depreciation..............       30,524          26,807          31,323
                                                 -------         -------         -------
     Net Property and Equipment............      $28,431         $29,683         $27,896
                                                 =======         =======         =======	

F-32

MCNEILUS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 7 ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses and other liabilities are composed as follows at February 28, 1997, February 29, 1996 and November 30, 1997:

                                                            FEBRUARY 28,   FEBRUARY 29,   NOVEMBER 30,
                                                                1997           1996           1997
                                                            ------------   ------------   ------------
                                                                                          (UNAUDITED)
Insurance Reserves........................................    $  3,940       $  2,779       $  4,983
Miscellaneous.............................................      16,931         11,979         12,059
                                                              --------       --------       --------
                                                              $ 20,871       $ 14,758       $ 17,042
                                                              ========       ========       ========	

NOTE 8 DEBT
Line of Credit
McNeilus Truck and Manufacturing, Inc., has a bank line-of-credit which contains several interest rate options, which approximate or are below the prime rate. The following is a summary of the availability and transactions as of and for the periods ending February 28, 1997, February 29, 1996 and November 30, 1997:

                                                            FEBRUARY 28,   FEBRUARY 29,   NOVEMBER 30,
                                                                1997           1996           1997
                                                            ------------   ------------   ------------
                                                                                          (UNAUDITED)
Dollar Amount Available...................................    $ 12,000       $ 12,000       $ 12,000
Outstanding at Respective Date............................       5,200         10,100              0
Highest Dollar Amount Outstanding During the Period.......      11,800         10,100          5,200
Average Month-End Balance for Those Month-Ends With
  Outstanding Balances....................................       4,400          5,980              0	

Floor Plan Notes
Floor plan notes are secured by truck chassis inventory of McNeilus Truck and Manufacturing, Inc. Interest rates on the floor plan notes approximate the prime rate after free days of floor plan ranging up to 120 days as negotiated with each financial institution.
Long-Term Debt -- Leasing
The leasing retail installment contracts have various fixed interest rates and are due on varying dates. The leased assets are security for the installment contracts. The fixed interest rates originated from these commitments are generally below the prime rate existing at the time the funds were advanced. Leasing long-term debt is comprised as follows:

                                                            FEBRUARY 28,   FEBRUARY 29,   NOVEMBER 30,
                                                                1997           1996           1997
                                                            ------------   ------------   ------------
                                                                                          (UNAUDITED)
Total Leasing Long-Term Debt..............................    $121,570       $107,664       $113,639
  Less Current Maturities.................................      32,703         26,126         35,787
                                                              --------       --------       --------
Total Leasing Long-Term Debt Less Current Maturities......    $ 88,867       $ 81,538       $ 77,852
                                                              ========       ========       ========	

The estimated fair value of retail installment contracts as of February 28, 1997 is $122,541. The estimated fair value is the present value of estimated future principal and interest payments discounted at the current interest rate.
F-33

MCNEILUS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Other Long-Term Debt
Other Long-term debt obligations of the Companies consist of the following at February 28, 1997, February 29, 1996 and November 30, 1997:

                                                                                              (UNAUDITED)
                                                              FEBRUARY 28,    FEBRUARY 29,    NOVEMBER 30,
                                                                  1997            1996            1997
                                                              ------------    ------------    ------------
Note payable to bank. Tiered interest rate varying from
  6.18% to 7.55%. Monthly principal payments of $82, plus
  interest through February, 1999. All bank debt is
  guaranteed by majority stockholder. (Note was paid off
  in September, 1997.)....................................       $4,537         $ 5,525          $    0
Notes payable to prior stockholders. Interest rates
  ranging from 5.7% to 8% with annual principal and
  interest payments ranging from $3 to $250 with
  maturities through February, 2033. Unsecured............        2,861           7,591           2,590
Other notes payable to corporations and individuals. Notes
  are unsecured or secured by property....................          343             353             294
                                                                 ------         -------          ------
     Total Long-Term Debt.................................        7,741          13,469           2,884
Less Current Maturities...................................        1,341           2,044             286
                                                                 ------         -------          ------
     Total Other Long-Term Debt...........................       $6,400         $11,425          $2,598
                                                                 ======         =======          ======	

The aggregate carrying value of floor plan notes and other long-term debt approximates the fair market value at February 28, 1997.
Approximate aggregate maturities of all long-term debt are as follows for the respective years ending February 28: 1998 -- $34,044; 1999 -- $36,164; 2000 -- $27,286; 2001 -- $20,545; 2002 -- $9,748.
NOTE 9 OPERATING LEASES
The Companies lease computer and manufacturing equipment under long-term operating lease arrangements. In addition, the Companies throughout the year rent various equipment as needed under short-term arrangements. For the fiscal years ended 1997, 1996 and 1995 and the nine months ended November 30, 1997 and 1996 rent expense included in the consolidated statements of income was approximately $434, $641, $250, $104 and $114, respectively.
Future minimum rentals payable on significant operating leases are estimated to be as follows for the respective years ending February 28: 1998, $355; 1999, $210.
NOTE 10 INCOME TAX MATTERS
McNeilus Companies, Inc. and its subsidiaries file a consolidated federal income tax return. The consolidated federal tax liability is initially allocated to the members of the consolidated group based on the "taxable income method." If a member's separate incurred tax liability exceed the amount so allocated, an additional allocation is made equal to 100 percent of the excess. The corresponding reduction in tax liability is allocated proportionately to the members whose losses or credits were used to decrease the tax liability of the group.
State tax expense is based on estimated state liabilities from filings made under separate, combined, consolidated, or unitary filings as required by the various taxing jurisdictions. McNeilus Truck and Manufacturing, Inc. reimburses all other subsidiaries of McNeilus Companies, Inc. for excessive state tax liabilities (in excess of 10% of taxable income) resulting from combined or unitary filings.
F-34

MCNEILUS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Prepaids and miscellaneous receivables include income tax refunds receivable of approximately $-0-, $715 and $1,631 as of February 28, 1997, February 29, 1996 and November 30, 1997, respectively.
The provision for income tax consists of the following at February 28, 1997, February 29, 1996 and February 28, 1995:

                                             FEBRUARY 28,   FEBRUARY 29,   FEBRUARY 28,
                                                 1997           1996           1995
                                             ------------   ------------   ------------
Current
  Federal..................................    $ 7,426         $5,043         $4,252
  State....................................      1,320            508          1,082
Deferred
  Federal..................................      1,611          3,295         $3,183
  State....................................        563            657            406
                                               -------         ------         ------
                                               $10,920         $9,503         $8,923
                                               =======         ======         ======	

Net current deferred tax assets arise primarily from accrued liabilities which are not currently deductible for income tax purposes, as well as allowances for doubtful accounts receivable and inventory reserves. The net current deferred tax assets at February 28, 1997 and February 29, 1996 are comprised as follows:

                                                         FEBRUARY 28,   FEBRUARY 29,
                                                             1997           1996
                                                         ------------   ------------
Treatment of Lease
  Origination Costs....................................    $    310       $    278
Insurance Reserves.....................................       1,379            973
Investment Loss Reserve................................         350              0
Inventory Valuation Reserves...........................       1,466            455
Warranty Reserves......................................         490            490
Accounts Receivable Allowance..........................          62            120
Contribution and State Loss Carryovers.................       1,430          1,616
Valuation Allowances -- Carryover......................      (1,430)        (1,616)
Other..................................................         277            136
                                                           --------       --------
                                                           $  4,334       $  2,452
                                                           ========       ========	

Contribution carryovers available to the extent of ten percent of taxable income over the next five years approximate $2,800 as of February 28, 1997. State loss carryovers available to the extent of future taxable income as provided by the respective taxing jurisdictions are estimated to be approximately $7,500 as of February 28, 1997. A valuation allowance is provided for both of these carryovers as there is no guarantee that they will be utilized to decrease future taxable income.
Net noncurrent deferred income tax liabilities arise primarily from the recording of McNeilus Financial Services, Inc.'s leasing activities as sales-type leases for financial reporting and as operating leases for income tax reporting. State deferred income taxes are provided on this difference at a 6% rate.
Deferred tax liabilities are also provided on the difference between depreciation for financial reporting and income tax reporting, and the deferral of the intercompany gain on the sale of equipment to McNeilus
F-35

MCNEILUS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Financial Services, Inc. for leasing purposes. The net deferred tax liabilities at February 28, 1997 and February 29, 1996 are comprised as follows:

                                                         FEBRUARY 28,   FEBRUARY 29,
                                                             1997           1996
                                                         ------------   ------------
Treatment of Leases....................................    $18,096        $14,359
Intercompany Profit on Sales to McNeilus Financial
  Services, Inc., Net of Amortization..................      4,245          3,925
Depreciation...........................................        291            291
                                                           -------        -------
       Total...........................................    $22,632        $18,575
                                                           =======        =======	

The provision for income taxes varies from the amount of income tax determined by applying the U.S. statutory income tax rate to pre-tax income as a result of the following differences at February 28, 1997, February 29, 1996 and February 28, 1995:

                                                             1997    1996    1995
                                                             ----    ----    ----
U.S. Statutory Rate........................................  35.0%   35.0%   35.0%
State Tax Deduction........................................  (2.3)   (1.6)   (2.7)
Non-deductible contributions...............................   0.0     0.0     8.1
Other, Net.................................................  (1.4)   (0.2)   (1.3)
                                                             ----    ----    ----
Effective Federal Tax Rate.................................  31.3    33.2    39.1
Effective State Tax Rates..................................   6.5     4.7     7.8
                                                             ----    ----    ----
Combined Effective Tax Rate................................  37.8%   37.9%   46.9%
                                                             ====    ====    ====	

NOTE 11 COMMITMENTS AND CONTINGENCIES
Purchase Commitments
McNeilus Truck and Manufacturing, Inc. orders truck chassis for future delivery based on anticipated sales and production volume. Deliveries to be received in the fiscal year ending February 28, 1998 are expected to approximate demand.
LITIGATION
McNeilus Truck and Manufacturing, Inc. is currently a defendant in several product liability and other lawsuits. Management does not believe that the final outcome of these cases will have a significant adverse effect upon the financial position or results of operations of the Companies.
NOTE 12 CASH FLOW INFORMATION
Kensett Fabricators, Inc. was formed during the year ending February 29, 1996, The company is wholly owned by McNeilus Companies, Inc. The primary investment was in the form of property, net of a long-term note assumed, for a net investment of $100.
McNeilus Companies, Inc. repurchased 8,750 shares of outstanding common stock for $8,660 during the year ending February 29, 1996. Of this, $700 was paid in cash and a long-term note was issued for $7,960.
McIntire Fabricators, Inc. and Iowa Contract Fabricators, Inc. were formed during the year ending February 28, 1995. The companies are wholly owned by McNeilus Companies, Inc. The primary investment was in the form of property with a book value of approximately $1,305.
F-36

MCNEILUS COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 13 SUBSEQUENT EVENT
On December 8, 1997, the stockholders entered into an agreement to sell all the outstanding common stock of the Companies to Oshkosh Truck Corporation. The acquisition price, including amounts for non-compete agreements, is $250,000.
Under certain conditions, if the acquisition is not consummated, the Companies may be required to pay Oshkosh a fee of $10 million, and conversely Oshkosh may be required to pay a $10 million fee to the Companies.
F-37

INDEX TO UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OSHKOSH TRUCK CORPORATION AND MCNEILUS COMPANIES, INC.

                                                                PAGE
                                                                ----
Unaudited Pro Forma Condensed Consolidated Balance Sheet as
  of December 31, 1997......................................    P-3
Unaudited Pro Forma Condensed Consolidated Statement of
  Income for the twelve months ended December 31, 1997......    P-4
Unaudited Pro Forma Condensed Consolidated Statement of
  Income for the fiscal year ended September 30, 1997.......    P-5
Unaudited Pro Forma Condensed Consolidated Statement of
  Income for the three months ended December 31, 1997.......    P-6
Notes to Unaudited Pro Forma Condensed Consolidated
  Financial Statements......................................    P-7	

P-1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The unaudited pro forma condensed consolidated statements of income and condensed consolidated balance sheet (collectively, the "Pro Forma Statements") have been derived by the application of pro forma adjustments, which give effect to the acquisition by Oshkosh Truck Corporation ("Oshkosh") of all of the issued and outstanding common stock of McNeilus Companies, Inc. ("McNeilus") (the "Acquisition"), the issuance by Oshkosh of $100 million Senior Subordinated Notes (the "Offering"), the consummation of a $325 million Senior Credit Facility ("Senior Credit Facility"), the prepayment of outstanding term loans and borrowings under the revolving credit facility (the "Debt Repayment") and the establishment of a lease financing partnership (the "Lease Financing") (collectively referred to as the "Transactions") to the historical financial statements of Oshkosh and McNeilus included elsewhere in this Prospectus as if the Transactions had been consummated for balance sheet purposes as of December 31, 1997, and for statement of income purposes as of the beginning of the periods presented. For purposes of the Pro Forma Statements, the Transactions are assumed to have occurred simultaneously.
THE PRO FORMA STATEMENTS DO NOT PURPORT TO REPRESENT WHAT OSHKOSH'S FINANCIAL POSITION OR RESULTS OF OPERATIONS WOULD ACTUALLY HAVE BEEN HAD THE TRANSACTIONS IN FACT OCCURRED ON THE ASSUMED DATES OR TO PROJECT OSHKOSH'S FINANCIAL POSITION OR RESULTS OF OPERATIONS FOR ANY FUTURE DATE OR FUTURE PERIOD. THE PRO FORMA STATEMENTS SHOULD BE READ IN CONJUNCTION WITH THE HISTORICAL FINANCIAL STATEMENTS AND RELATED NOTES OF OSHKOSH AND MCNEILUS INCLUDED ELSEWHERE IN THIS PROSPECTUS.
The pro forma adjustments, as described in the accompanying notes to the Pro Forma Statements, are based on available information and certain assumptions that management believes are reasonable.
The Acquisition has been accounted for under the purchase method of accounting. The purchase price for McNeilus has been allocated to the tangible and intangible assets and liabilities of McNeilus based on preliminary estimates of their fair values. The allocation of the purchase price is subject to revision when additional information concerning certain asset and liability valuations is obtained.
Oshkosh and McNeilus have different fiscal year ends -- September 30 for Oshkosh and the last day of February for McNeilus -- and as a result, amounts for McNeilus as of November 30, 1997 have been combined with amounts of Oshkosh as of December 31, 1997 for the Unaudited Pro Forma Condensed Consolidated Balance Sheet. The Unaudited Condensed Consolidated Statement of Income for Oshkosh for the twelve month period ended September 30, 1997 and for the twelve month period ended December 31, 1997 have been combined with the Unaudited Condensed Consolidated Statement of Income for McNeilus for the twelve month period ended November 30, 1997. The Unaudited Condensed Consolidated Statement of Income of Oshkosh for the three months ended December 31, 1997 have been combined with the Unaudited Condensed Consolidated Statement of Income for McNeilus for the three months ended November 30, 1997. Statement of income information of McNeilus for the three month period ended November 30, 1997 is therefore included in both the interim and the annual Pro Forma Statements.
The application of the pro forma adjustments to the historical results of operations of Oshkosh for the twelve months ended December 31, 1997 and September 30, 1997, results in the pro forma income from continuing operations being greater than the historical income from continuing operations of Oshkosh. Net sales of Oshkosh for the first quarter of each fiscal year (the three months ended December 31) and net sales of McNeilus for the third quarter of each fiscal year (the three months ended November 30) represent the lowest quarter of shipments for each company during their respective fiscal years. Accordingly, the application of the pro forma adjustments to the historical results of operations of Oshkosh for the three months ended December 31, 1997, results in the pro forma income from continuing operations being less than the historical income from continuing operations of Oshkosh.
P-2

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
 (IN THOUSANDS)

                                                                                PRO FORMA
                                                                               ADJUSTMENTS
                                                                       ---------------------------
                                                                       OFFERING, DEBT
                                            AS REPORTED                  REPAYMENT,
                               -------------------------------------     ACQUISITION
                                    OSHKOSH            MCNEILUS           AND LEASE                   PRO FORMA
                               DECEMBER 31, 1997   NOVEMBER 30, 1997      FINANCING      VALUATION   CONSOLIDATED
                               -----------------   -----------------   --------------    ---------   ------------
                                                                             (A)            (B)
ASSETS
Current assets:
  Cash and cash
    equivalents..............      $    198            $ 20,159           $(17,659)      $      --     $  2,698
  Receivables, net...........        54,215              12,259                 --              --       66,474
  Net investment in
    sales-type leases........            --              35,108            (35,108)             --           --
  Inventories................        86,744              59,189                 --           7,868      153,801
  Prepaid expenses and
    other....................         3,905               7,535                 --              --       11,440
  Deferred income taxes......         9,169               4,213                 --              --       13,382
                                   --------            --------           --------       ---------     --------
       Total current
         assets..............       154,231             138,463            (52,767)          7,868      247,795
Net assets of discontinued
  operations.................            --               6,988             (2,840)         (4,148)          --
Investment in unconsolidated
  partnership................            --                  --              8,005              --        8,005
Net investment in sales-type
  leases.....................            --              86,536            (86,536)             --           --
Other long-term assets.......         8,248              14,513             (4,699)         (1,000)      17,062
Property, plant and
  equipment, net.............        55,340              27,896               (400)          7,500       90,336
Purchase cost................            --                  --            256,000        (256,000)          --
Goodwill and other
  intangibles, net...........       163,639                 324                 --         169,829      333,792
                                   --------            --------           --------       ---------     --------
Total assets.................      $381,458            $274,720           $116,763       $ (75,951)    $696,990
                                   ========            ========           ========       =========     ========
LIABILITIES AND SHAREHOLDERS'
  EQUITY
Current liabilities:
  Accounts payable...........      $ 40,556            $ 10,324           $     --       $      --     $ 50,880
  Floor plan notes payable...            --              17,194                 --              --       17,194
  Customer advances..........        35,261                  --                 --              --       35,261
  Other current
    liabilities..............        41,342              17,042               (483)             --       57,901
  Current maturities of
    senior term loans,
    revolving credit facility
    and other long-term
    debt.....................         7,820              36,073            (35,169)             --        8,724
                                   --------            --------           --------       ---------     --------
       Total current
         liabilities.........       124,979              80,633            (35,652)             --      169,960
Senior revolving credit
  facility...................            --                  --             13,048              --       13,048
Senior term loans............            --                  --            216,562              --      216,562
Senior subordinated notes....            --                  --            100,000              --      100,000
Other long-term debt.........        95,000              80,450           (172,852)             --        2,598
Other long-term
  liabilities................        15,031                  --                 --              --       15,031
Deferred income taxes........        22,701              23,079             (3,588)         14,607       56,799
Total shareholders' equity...       123,747              90,558               (755)        (90,558)     122,992
                                   --------            --------           --------       ---------     --------
Total liabilities and
  shareholders' equity.......      $381,458            $274,720           $116,763       $ (75,951)    $696,990
                                   ========            ========           ========       =========     ========	

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.
P-3

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
 (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                               AS REPORTED                                     PRO FORMA
                                  -------------------------------------                    -----------------
                                       OSHKOSH            MCNEILUS                           TWELVE MONTHS
                                    TWELVE MONTHS       TWELVE MONTHS                            ENDED
                                        ENDED               ENDED          PRO FORMA       DECEMBER 31, 1997
                                  DECEMBER 31, 1997   NOVEMBER 30, 1997   ADJUSTMENTS        CONSOLIDATED
                                  -----------------   -----------------   -----------      -----------------
Net sales.......................      $684,715            $326,552         $     --           $1,011,267
                                            --                  --             (699)(h)               --
                                                                             (1,048)(g)
Cost of sales...................       593,147             268,923            1,764 (c)          862,087
                                      --------            --------         --------           ----------
       Gross income.............        91,568              57,629              (17)             149,180
Operating expenses:
  Selling, general and
     administrative.............        49,393              30,083           (1,461)(c)           76,172
                                            --                  --           (1,843)(g)               --
  Engineering, research and
     development................         7,997                  --              699 (h)            8,696
  Amortization of goodwill and
     intangibles................         4,464                  --            6,642 (d)           11,106
                                      --------            --------         --------           ----------
       Total operating
          expenses..............        61,854              30,083(k)         4,037               95,974(k)
                                      --------            --------         --------           ----------
Income from operations..........        29,714              27,546           (4,054)              53,206
Other income (expense):
  Interest expense..............       (11,668)            (11,562)           9,846 (e)          (30,693)
                                            --                  --          (17,309)(f)               --
  Interest income...............           676              12,382          (12,382)(e)              676
                                            --                  --             (609)(e)               --
  Other -- net..................          (197)              2,581           (1,765)(i)               10
                                      --------            --------         --------           ----------
                                       (11,189)              3,401          (22,219)             (30,007)
                                      --------            --------         --------           ----------
Income from continuing
  operations before income taxes
  and equity in income of
  unconsolidated partnership....        18,525              30,947          (26,273)              23,199
Provision (credit) for income
  taxes.........................         7,003              11,330           (9,186)(j)            9,147
                                      --------            --------         --------           ----------
                                        11,522              19,617          (17,087)              14,052
Equity in income of
  unconsolidated partnership
  (net of income taxes of
  $1,227).......................            --                  --            1,918 (e)            1,918
                                      --------            --------         --------           ----------
Income from continuing
  operations....................      $ 11,522            $ 19,617         $(15,169)          $   15,970
                                      ========            ========         ========           ==========
Earnings per common share from
  continuing operations:
  Basic.........................      $   1.37                                                $     1.90
                                      ========                                                ==========
  Diluted.......................      $   1.36                                                $     1.88
                                      ========                                                ==========
Shares used in calculation:
  Basic.........................         8,425                                                     8,425
                                      ========                                                ==========
  Diluted.......................         8,485                                                     8,485
                                      ========                                                ==========	

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.
P-4

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)

                                               AS REPORTED                                     PRO FORMA
                                  -------------------------------------                    -----------------
                                       OSHKOSH                                               TWELVE MONTHS
                                     FISCAL YEAR          MCNEILUS                               ENDED
                                        ENDED           TWELVE MONTHS                        SEPTEMBER 30,
                                    SEPTEMBER 30,           ENDED          PRO FORMA             1997
                                        1997          NOVEMBER 30, 1997   ADJUSTMENTS        CONSOLIDATED
                                    -------------     -----------------   -----------        -------------
Net sales.......................      $683,234            $326,552         $     --           $1,009,786
                                            --                  --             (699)(h)               --
                                                                             (1,048)(g)
Cost of sales...................       594,390             268,923            1,764 (c)          863,330
                                      --------            --------         --------           ----------
       Gross income.............        88,844              57,629              (17)             146,456
Operating expenses:
  Selling, general and
     administrative.............        47,742              30,083           (1,461)(c)           74,521
                                            --                  --           (1,843)(g)               --
  Engineering, research and
     development................         7,847                  --              699 (h)            8,546
  Amortization of goodwill and
     intangibles................         4,470                  --            6,642 (d)           11,112
                                      --------            --------         --------           ----------
       Total operating
          expenses..............        60,059              30,083(k)         4,037               94,179(k)
                                      --------            --------         --------           ----------
Income from operations..........        28,785              27,546           (4,054)              52,277
Other income (expense):
  Interest expense..............       (12,722)            (11,562)           9,846 (e)          (30,697)
                                            --                  --          (16,259)(f)               --
  Interest income...............           717              12,382          (12,382)(e)              717
                                            --                  --             (609)(e)               --
  Other -- net..................          (278)              2,581           (1,765)(i)              (71)
                                      --------            --------         --------           ----------
                                       (12,283)              3,401          (21,169)             (30,051)
                                      --------            --------         --------           ----------
Income from continuing
  operations before income taxes
  and equity in income of
  unconsolidated partnership....        16,502              30,947          (25,223)              22,226
Provision for income taxes......         6,496              11,330           (8,777)(j)            9,049
                                      --------            --------         --------           ----------
                                        10,006              19,617          (16,446)              13,177
Equity in income of
  unconsolidated partnership
  (net of income taxes of
  $1,227).......................            --                  --            1,918 (e)            1,918
                                      --------            --------         --------           ----------
Income from continuing
  operations....................      $ 10,006            $ 19,617         $(14,528)          $   15,095
                                      ========            ========         ========           ==========
Earnings per common share from
  continuing operations:
  Basic.........................      $   1.18                                                $     1.78
                                      ========                                                ==========
  Diluted.......................      $   1.17                                                $     1.77
                                      ========                                                ==========
Shares used in calculation:
  Basic.........................         8,502                                                     8,502
                                      ========                                                ==========
  Diluted.......................         8,546                                                     8,546
                                      ========                                                ==========	

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.
P-5

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
 (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                             AS REPORTED
                                     ---------------------------
                                       OSHKOSH        MCNEILUS                            PRO FORMA
                                     ------------   ------------                      ------------------
                                         THREE MONTHS ENDED                              THREE MONTHS
                                     ---------------------------                            ENDED
                                     DECEMBER 31,   NOVEMBER 30,    PRO FORMA         DECEMBER 31, 1997
                                         1997           1997       ADJUSTMENTS           CONSOLIDATED
                                     ------------   ------------   ------------       ------------------
Net sales..........................    $151,801       $67,295        $    --               $219,096
                                             --            --           (114)(h)                 --
                                                                        (166)(g)
Cost of sales......................     129,494        55,419            472 (c)            185,105
                                       --------       -------        -------               --------
     Gross income..................      22,307        11,876           (192)                33,991
Operating expenses:
  Selling, general and
     administrative................      11,676         7,847           (380)(c)             18,883
                                             --            --           (260)(g)                 --
  Engineering, research and
     development...................       2,143            --            114 (h)              2,257
  Amortization of goodwill and
     intangibles...................       1,126            --          1,660 (d)              2,786
                                       --------       -------        -------               --------
       Total operating expenses....      14,945         7,847(k)       1,134                 23,926(k)
                                       --------       -------        -------               --------
Income from operations.............       7,362         4,029         (1,326)                10,065
  Other income (expense):
     Interest expense..............      (2,504)       (2,500)         2,364 (e)             (7,555)
                                             --            --         (4,915)(f)                 --
          Interest income..........         165         2,955         (2,955)(e)                165
                                             --            --           (149)(e)                 --
          Other -- net.............          72           682           (356)(i)                249
                                       --------       -------        -------               --------
                                         (2,267)        1,137         (6,011)                (7,141)
                                       --------       -------        -------               --------
  Income from continuing operations
     before income taxes and equity
     in income of unconsolidated
     partnership...................       5,095         5,166         (7,337)                 2,924
  Provision for income taxes.......       1,955         1,891         (2,596)(h)              1,250
                                       --------       -------        -------               --------
                                          3,140         3,275         (4,741)                 1,674
  Equity in income of
     unconsolidated partnership
     (net of income taxes of
     $289).........................          --            --            451 (e)                451
                                       --------       -------        -------               --------
  Income from continuing
     operations....................    $  3,140       $ 3,275        $(4,290)              $  2,125
                                       ========       =======        =======               ========
Earnings per common share from
  continuing operations:
     Basic.........................       $0.38                                               $0.25
                                       ========                                            ========
     Diluted.......................       $0.37                                               $0.25
                                       ========                                            ========
Shares used in calculation:
     Basic.........................       8,341                                               8,341
                                       ========                                            ========
     Diluted.......................       8,437                                               8,437
                                       ========                                            ========	

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.
P-6

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
 (IN THOUSANDS)
(a) Pro forma adjustments related to the Offering, the Debt Repayment, the Acquisition and the Lease Financing are summarized in the following table:

                                                      OFFERING AND                    LEASE
                                            FEES     DEBT REPAYMENT   ACQUISITION   FINANCING    TOTALS
                                            ----     --------------   -----------   ---------    ------
                                            (1)           (2)             (3)          (4)
Cash and cash equivalents..............   $(15,424)    $ 235,228       $(233,875)   $ (3,588)   $ (17,659)
Net investment in sales-type leases....         --            --              --     (35,108)     (35,108)
Net assets of discontinued
  operations...........................         --            --          (2,840)         --       (2,840)
Investment in unconsolidated
  partnership..........................         --            --              --       8,005        8,005
Net investment in sales-type leases --
  long-term............................         --            --              --     (86,536)     (86,536)
Other long-term assets.................      9,424        (1,238)        (12,885)         --       (4,699)
Property, plant and equipment, net.....         --            --            (400)         --         (400)
Purchase cost..........................      6,000            --         250,000          --      256,000
Other current liabilities..............         --          (483)             --          --         (483)
Current maturities of long-term debt...         --           618              --     (35,787)     (35,169)
Senior revolving credit facility.......         --        13,048              --          --       13,048
Senior term loans -- less current
  portion..............................         --       216,562              --          --      216,562
Senior subordinated notes payable......         --       100,000              --          --      100,000
Long-term debt.........................         --       (95,000)             --     (77,852)    (172,852)
Deferred income taxes -- long-term.....         --                            --      (3,588)      (3,588)
Shareholders' equity...................         --          (755)             --          --         (755)	

(1) Fees and expenses totaling $16,000 for legal, financial and other professional fees due at closing associated with the Senior Credit Facility and the Offering ($8,500), the Acquisition ($6,000) and the Lease Financing ($1,500), less $576 prepaid at December 31, 1997.
(2) Issuance of aggregate debt of $338,048, repayment of existing long-term debt of $95,000 and borrowings under the revolving credit facility of $7,820 and write-off of deferred debt issuance costs of $1,238, less tax benefit of $483, or $755.
(3) Aggregate cash purchase price of $250,000 due at closing less transactions prior to or concurrent with closing, including $16,025 in cash to be received from McNeilus shareholders (repayment of notes of $10,592, sale of certain assets of $4,094 and intercompany payments of $1,339), and $100 received from third parties from the sale of a discontinued operation.
(4) To reflect contribution of the net investment in sales-type leases to the unconsolidated lease financing partnership and recognition of gain for income tax purposes on these sales-type leases which was previously deferred for income tax purposes. Oshkosh/McNeilus Financial Services, Inc. and BALCAP, an affiliate of Bank of America National Trust and Savings Association, will both be general partners in the lease financing partnership. Each general partner will participate equally in the principal operating and financial decision making activities of the lease financing partnership.
P-7

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS -- (CONTINUED)
 (IN THOUSANDS)
(b) The Acquisition has been accounted for by Oshkosh using the purchase method of accounting. The total purchase cost has been allocated first to the assets and liabilities of McNeilus based upon their respective fair values with the remainder allocated to costs in excess of net assets acquired. The historical shareholders' equity of McNeilus has been eliminated. The aggregate purchase cost and the preliminary allocation of the purchase cost to the assets and liabilities of McNeilus are as follows:

Purchase cost, including related fees:
  Acquisition of 100% of the issued and outstanding common
     stock of McNeilus......................................    $250,000
  Fees and expenses incurred in connection with the
     Acquisition............................................       6,000
                                                                --------
          Total acquisition cost............................    $256,000
                                                                ========
Preliminary allocation of acquisition cost(1):
  Net assets acquired at historical cost....................    $ 90,558
  Add (deduct):
  Permitted pre-close dividend to shareholders of certain
     discontinued operations................................      (4,148)
  Revaluation of McNeilus property, plant and equipment,
     inventories and investment in foreign subsidiaries to
     estimated fair values..................................      14,368
  Valuation of identified intangible assets:
     Non-compete agreements.................................      38,000
     Other..................................................      23,085
  Deferred income tax provision associated with the
     revaluation of McNeilus assets and liabilities.........     (14,607)
  Cost in excess of net assets acquired.....................     108,744
                                                                --------
          Total purchase cost...............................    $256,000
                                                                ========	

(1) The allocation of the purchase cost reflects the revaluation of McNeilus' assets and liabilities to their estimated fair values based on preliminary estimates. The preliminary allocation may differ from the final allocation.
(c) Adjustment to reflect depreciation expense based on the new basis and remaining economic useful lives of McNeilus property, plant and equipment. New basis depreciation is computed using the straight line method over the remaining useful lives.

                                                          TWELVE MONTHS ENDED          THREE MONTHS ENDED
                                                           NOVEMBER 30, 1997            NOVEMBER 30, 1997
                                                       -------------------------    -------------------------
                                                                     SELLING,                     SELLING,
                                                       COST OF     GENERAL AND      COST OF     GENERAL AND
                                                        SALES     ADMINISTRATIVE     SALES     ADMINISTRATIVE
                                                       -------    --------------    -------    --------------
Eliminate historical depreciation..................    $(1,020)      $(2,835)        $(224)        $(723)
New basis depreciation.............................      2,784         1,374           696           343
                                                       -------       -------         -----         -----
                                                       $ 1,764       $(1,461)        $ 472         $(380)
                                                       =======       =======         =====         =====	

P-8

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS -- (CONTINUED)
 (IN THOUSANDS)
(d) Adjustment to record the amortization of goodwill and other intangible assets over the indicated periods.

                                             TWELVE MONTHS ENDED    THREE MONTHS ENDED
                                              NOVEMBER 30, 1997     NOVEMBER 30, 1997
                                             -------------------    ------------------
Non-compete agreements(1).....  10-15 yrs          $2,633                 $  658
Other(2)......................  5-30 yrs            1,290                    322
Goodwill(2)...................  40 yrs              2,719                    680
                                                   ------                 ------
                                                   $6,642                 $1,660
                                                   ======                 ======	

(1) Amortized over the terms of the respective agreements on the straight-line method.
(2) Amortized over the estimated useful lives on a straight-line method.
(e) Reclassify interest income, interest expense and gain on sale of leased equipment of the leasing operation to "Equity in Income of Unconsolidated Partnership" to reflect the contribution of sales-type leases from McNeilus to the lease financing partnership and to record amortization of costs to establish the lease financing partnership.

                                              TWELVE MONTHS ENDED    THREE MONTHS ENDED
                                               NOVEMBER 30, 1997     NOVEMBER 30, 1997
                                              -------------------    ------------------
Interest income-leasing...................          $12,382               $ 2,955
Interest expense-leasing..................           (9,846)               (2,364)
Gains on sales of leased equipment........              609                   149
                                                    -------               -------
                                                      3,145                   740
Income taxes at 39%.......................           (1,227)                 (289)
                                                    -------               -------
                                                    $ 1,918               $   451
                                                    =======               =======	

P-9

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS -- (CONTINUED)
 (IN THOUSANDS)
(f) Adjustment to record interest expense and amortization of deferred debt issuance cost on the debt incurred to finance the Acquisition and repayment of certain existing indebtedness of Oshkosh, based upon pro forma consolidated debt of Oshkosh following consummation of the Transactions using the interest rates as shown (as if the Transactions had been consummated as of the beginning of the periods presented):

                                                           TWELVE MONTHS   TWELVE MONTHS   THREE MONTHS
                                                               ENDED           ENDED          ENDED
                                                INTEREST   DECEMBER 31,    SEPTEMBER 30,   DECEMBER 31,
                                                  RATE         1997            1997            1997
                                                --------   -------------   -------------   ------------
Eliminate historical expense:
  Interest on debt repaid.....................               $(11,243)       $(12,293)       $(2,227)
  Amortization of debt issuance costs.........                   (216)           (218)           (54)
  Financing fees and other expenses...........                   (207)           (205)           (48)
                                                             --------        --------        -------
  Total historical expense....................                (11,666)        (12,716)        (2,329)
Interest on new debt:(1)(3)
  Revolving Credit Facility...................   7.625%           995             995            249
  $100,000 Senior Subordinated Notes..........   8.750%         8,750           8,750          2,187
  $100,000 Term A.............................   7.625%         7,625           7,625          1,906
  $62,500 Term B..............................   7.875%         4,922           4,922          1,230
  $62,500 Term C..............................   8.125%         5,078           5,078          1,270
                                                             --------        --------        -------
                                                               27,370          27,370          6,842
  Amortization of debt issuance costs(2)......                  1,226           1,226            307
  Financing fees and other expenses...........                    379             379             95
                                                             --------        --------        -------
          Total interest on new debt..........                 28,975          28,975          7,244
                                                             --------        --------        -------
          Net adjustment......................               $ 17,309        $ 16,259        $ 4,915
                                                             ========        ========        =======	

(1) Borrowings under the Revolving Credit Facility at closing ($13,048) are assumed to be outstanding for the entire period.
(2) Debt issuance costs are amortized over the life of the related debt, ranging from 6 to 10 years using the interest method. The Unaudited Pro Forma Condensed Consolidated Statements of Income do not include an extraordinary charge of approximately $755 which represents the write-off of unamortized debt issuance costs, net of income taxes associated with the Debt Repayment.
(3) An increase in the interest rate of 1/8% would change interest expense and income from continuing operations by:

                           TWELVE MONTHS ENDED   TWELVE MONTHS ENDED   THREE MONTHS ENDED
                            DECEMBER 31, 1997    SEPTEMBER 30, 1997    DECEMBER 31, 1997
                           -------------------   -------------------   ------------------
Interest expense.........         $423                  $423                  $106
                                  ====                  ====                  ====
Income from continuing
  operations.............         $258                  $258                  $ 64
                                  ====                  ====                  ====	

P-10

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS -- (CONTINUED)
 (IN THOUSANDS)
(g) Adjust amount of historical salaries paid to management in excess of amounts per employment agreements included as part of the Transactions.

                                                      TWELVE MONTHS ENDED                THREE MONTHS ENDED
                                                       NOVEMBER 30, 1997                  NOVEMBER 30, 1997
                                                -------------------------------    -------------------------------
                                                                    SELLING,                           SELLING,
                                                                  GENERAL AND                        GENERAL AND
                                                COST OF SALES    ADMINISTRATIVE    COST OF SALES    ADMINISTRATIVE
                                                -------------    --------------    -------------    --------------
Salaries and wages:
  Historical................................       $(1,348)         $(2,343)           $(241)           $(385)
  Per employment agreements.................           300              500               75              125
                                                   -------          -------            -----            -----
                                                   $(1,048)         $(1,843)           $(166)           $(260)
                                                   =======          =======            =====            =====	

(h) Reclassify engineering, research and development expenses of McNeilus to conform with the Oshkosh presentation.

                                              TWELVE MONTHS ENDED    THREE MONTHS ENDED
                                               NOVEMBER 30, 1997     NOVEMBER 30, 1997
                                              -------------------    ------------------
Cost of goods sold........................           $(699)                $(114)
                                                     =====                 =====
Engineering, research and development
  expense.................................           $ 699                 $ 114
                                                     =====                 =====	

(i) Remove non-leasing interest income from McNeilus historical operating results due to net borrowing position after consummation of the Transactions and as a result of repayment of notes receivable from shareholders.

                                              TWELVE MONTHS ENDED    THREE MONTHS ENDED
                                               NOVEMBER 30, 1997     NOVEMBER 30, 1997
                                              -------------------    ------------------
Miscellaneous income......................          $(1,765)               $(356)
                                                    =======                =====	

(j) Adjustment to record the tax effect on the above adjustments using Oshkosh's marginal effective income tax rate of 39%. All adjustments were tax-effected except for goodwill amortization.
(k) Included in historical and pro forma operating expense for McNeilus are charitable contributions (including charitable contributions to national organizations) of $1,109 and $284 for the twelve month and three month periods ended November 30, 1997, respectively. While no pro forma reductions of these expenses have been reflected in the pro forma statements of income, Oshkosh's policy is to focus charitable contributions on needs of the communities in which it operates. Management expects that annual charitable contribution levels for the McNeilus entity would approximate $100.
P-11

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS -- (CONTINUED)
 (IN THOUSANDS)
(l) Historical and pro forma depreciation and amortization.

             AS REPORTED                                   PRO FORMA
--------------------------------------                 ------------------
     OSHKOSH             MCNEILUS                        TWELVE MONTHS
  TWELVE MONTHS        TWELVE MONTHS                         ENDED
      ENDED                ENDED          PRO FORMA    DECEMBER 31, 1997
DECEMBER 31, 1997    NOVEMBER 30, 1997   ADJUSTMENTS      CONSOLIDATED
-----------------    -----------------   -----------   -----------------
     $13,797              $3,884           $  303(c)        $25,636
                                            6,642(d)
                                            1,226(f)
                                             (216)(f)	

             AS REPORTED                                   PRO FORMA
--------------------------------------                 ------------------
     OSHKOSH             MCNEILUS                        TWELVE MONTHS
   FISCAL YEAR         TWELVE MONTHS                         ENDED
      ENDED                ENDED          PRO FORMA    SEPTEMBER 30, 1997
SEPTEMBER 30, 1997   NOVEMBER 30, 1997   ADJUSTMENTS      CONSOLIDATED
------------------   -----------------   -----------   ------------------
     $14,070              $3,884           $  303(c)        $25,907
                                            6,642(d)
                                            1,226(f)
                                             (218)(f)	

             AS REPORTED                                  PRO FORMA
-------------------------------------                 ------------------
     OSHKOSH            MCNEILUS
-----------------   -----------------                    THREE MONTHS
         THREE MONTHS ENDED                                 ENDED
-------------------------------------    PRO FORMA    DECEMBER 31, 1997
DECEMBER 31, 1997   NOVEMBER 30, 1997   ADJUSTMENTS      CONSOLIDATED
-----------------   -----------------   -----------   -----------------
     $3,283               $952            $   92(c)         $6,240
                                           1,660(d)
                                             307(f)
                                             (54)(f)	

P-12

No dealer, salesperson or other person has been authorized to give any information or to make any representations not contained in this Prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized by the Company or by the Initial Purchaser. This Prospectus does not constitute an offer to sell, or solicitation of an offer to buy, to any person in any jurisdiction where such an offer or solicitation would be unlawful. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that the information contained herein is correct as of any time subsequent to the date hereof.

TABLE OF CONTENTS

                                         PAGE
                                         ----
Prospectus Summary.....................    3
Risk Factors...........................   16
The Exchange Offer.....................   24
The Transactions.......................   32
Use of Proceeds........................   34
Capitalization.........................   34
Selected Historical Consolidated
  Financial Data for Oshkosh...........   35
Selected Historical Consolidated
  Financial Data for McNeilus..........   37
Management's Discussion and Analysis of
  Consolidated Financial Condition and
  Results of Operations................   39
Business...............................   47
Management.............................   61
Principal Shareholders.................   63
Certain Transactions...................   64
Description of Indebtedness............   65
Description of the New Notes...........   68
Certain Federal Income Tax
  Considerations.......................  100
Plan of Distribution...................  103
Legal Matters..........................  103
Experts................................  103
Incorporation of Certain Documents by
  Reference............................  104
Available Information..................  104
Index to Historical Financial
  Statements...........................  F-1
Index to Unaudited Pro Forma Condensed
  Consolidated Financial Statements....  P-1	

OSHKOSH TRUCK CORPORATION
 $100,000,000

NEW 8 3/4% SENIOR SUBORDINATED NOTES
 DUE 2008
PROSPECTUS
, 1998

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to the Wisconsin Business Corporation Law and the Company's By-Laws, directors and officers of the Company are entitled to mandatory indemnification from the Company against certain liabilities and expenses (i) to the extent such officers or directors are successful in the defense of a proceeding and (ii) in proceedings in which the director or officer is not successful in defense thereof, unless (in the latter case only) it is determined that the director or officer breached or failed to perform his or her duties to the Company and such breach or failure constituted: (a) a willful failure to deal fairly with the Company or its shareholders in connection with a matter in which the director of officer had a material conflict of interest; (b) a violation of the criminal law unless the director or officer had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (c) a transaction from which the director or officer derived an improper personal profit; or (d) willful misconduct. The Wisconsin Business Corporation law specifically states that it is the public policy of Wisconsin to require or permit indemnification, allowance of expenses and insurance in connection with a proceeding involving securities regulation, as described therein, to the extent required or permitted as described above. Additionally, under the Wisconsin Business Corporation Law, directors of the Company are not subject to personal liability to the Company, its shareholders or any person asserting rights on behalf thereof for certain breaches or failures to perform any duty resulting solely from their status as directors, except in circumstances paralleling those in subparagraphs (a) through (d) outlined above.
Expenses for the defense of any action for which indemnification may be available may be advanced by the Company under certain circumstances.
The indemnification provided by the Wisconsin Business Corporation Law and the Company's By-Laws is not exclusive of any other rights to which a director or officer may be entitled. The general effect of the foregoing provisions may be to reduce the circumstances which an officer or director may be required to bear the economic burden of the foregoing liabilities and expense.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits. The exhibits listed in the accompanying Exhibit Index are filed as part of this Registration Statement.
(b) Financial Statement Schedules. Schedule II -- Valuation and Qualifying Accounts is hereby incorporated by reference to the Company's Annual Report on Form 10-K for the year ended September 30, 1997 (File No. 0-13886). All other schedules are omitted because they are not applicable, or the required information is shown in the consolidated financial statements or notes thereto.
ITEM 22. UNDERTAKINGS.
The undersigned Registrant hereby undertakes;
(a) (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
II-1

changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the new offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
(d) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
(e) (1) That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this Registration Statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) That every prospectus (i) that is filed pursuant to paragraph
(e)(1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as part of an amendment to the Registration Statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(f) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
II-2

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oshkosh, and State of Wisconsin, on this 13th day of March, 1998.
OSHKOSH TRUCK CORPORATION

By:      /s/ ROBERT G. BOHN
  ------------------------------------
             Robert G. Bohn
     President and Chief Executive
                 Officer	

Pursuant to the requirements of the Securities Act of 1993, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below constitutes and appoints Robert G. Bohn, Charles L. Szews and Timothy M. Dempsey, and each of them individually, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any additional registration statement to be filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

                  SIGNATURE                                       TITLE                          DATE
                  ---------                                       -----                          ----

             /s/ ROBERT G. BOHN                     President, Chief Executive Officer      March 13, 1998
---------------------------------------------       and Director (Principal Executive
               Robert G. Bohn                       Officer)

            /s/ CHARLES L. SZEWS                    Executive Vice President and Chief      March 13, 1998
---------------------------------------------       Financial Officer (Principal
              Charles L. Szews                      Financial and Accounting Officer)

           /s/ J. WILLIAM ANDERSEN                  Director                                March 13, 1998
---------------------------------------------
             J. William Andersen

            /s/ DANIEL T. CARROLL                   Director                                March 13, 1998
---------------------------------------------
              Daniel T. Carroll

           /s/ FREDERICK M. FRANKS                  Director                                March 13, 1998
---------------------------------------------
             Frederick M. Franks

            /s/ MICHAEL W. GREBE                    Director                                March 13, 1998
---------------------------------------------
              Michael W. Grebe

           /s/ KATHLEEN J. HEMPEL                   Director                                March 13, 1998
---------------------------------------------
             Kathleen J. Hempel

          /s/ J. PETER MOSLING, JR.                 Director                                March 13, 1998
---------------------------------------------
            J. Peter Mosling, Jr.

           /s/ STEPHEN P. MOSLING                   Director                                March 13, 1998
---------------------------------------------
             Stephen P. Mosling

             /s/ RICHARD G. SIM                     Director                                March 13, 1998
---------------------------------------------
               Richard G. Sim	

II-3

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oshkosh, and State of Wisconsin, on this 13th day of March, 1998.
PIERCE MANUFACTURING INC.

By:      /s/ ROBERT G. BOHN
  ------------------------------------
             Robert G. Bohn
               President	

Pursuant to the requirements of the Securities Act of 1993, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below constitutes and appoints Robert G. Bohn, Charles L. Szews and Timothy M. Dempsey, and each of them individually, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any additional registration statement to be filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

                  SIGNATURE                                      TITLE                         DATE
                  ---------                                      -----                         ----
             /s/ ROBERT G. BOHN                     President and Director                March 13, 1998
---------------------------------------------       (Principal Executive Officer)
               Robert G. Bohn

            /s/ CHARLES L. SZEWS                    Vice President, Chief Financial       March 13, 1998
---------------------------------------------       Officer and Director (Principal
              Charles L. Szews                      Financial and Accounting
                                                    Officer)

            /s/ PAUL C. HOLLOWELL                   Director                              March 13, 1998
---------------------------------------------
              Paul C. Hollowell

          /s/ MATTHEW J. ZOLNOWSKI                  Director                              March 13, 1998
---------------------------------------------
            Matthew J. Zolnowski

           /s/ TIMOTHY M. DEMPSEY                   Director                              March 13, 1998
---------------------------------------------
             Timothy M. Dempsey	

II-4

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oshkosh, and State of Wisconsin, on this 13th day of March, 1998.
SUMMIT PERFORMANCE SYSTEMS, INC.

By:    /s/ TIMOTHY M. DEMPSEY
  ------------------------------------
           Timothy M. Dempsey
        President and Secretary	

Pursuant to the requirements of the Securities Act of 1993, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below constitutes and appoints Robert G. Bohn, Charles L. Szews and Timothy M. Dempsey, and each of them individually, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any additional registration statement to be filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

                  SIGNATURE                                        TITLE                        DATE
                  ---------                                        -----                        ----

           /s/ TIMOTHY M. DEMPSEY                   President, Secretary and Director      March 13, 1998
---------------------------------------------       (Principal Executive Officer)
             Timothy M. Dempsey

            /s/ CHARLES L. SZEWS                    Vice President and Chief Financial     March 13, 1998
---------------------------------------------       Officer (Principal Financial and
              Charles L. Szews                      Accounting Officer)

             /s/ JAMES E. DIEHL                     Director                               March 13, 1998
---------------------------------------------
               James E. Diehl	

II-5

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oshkosh, and State of Wisconsin, on this 13th day of March, 1998.
IOWA CONTRACT FABRICATORS, INC.

By:      /s/ ROBERT G. BOHN
  ------------------------------------
             Robert G. Bohn
  Chairman and Chief Executive Officer	

Pursuant to the requirements of the Securities Act of 1993, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below constitutes and appoints Robert G. Bohn, Charles L. Szews and Timothy M. Dempsey, and each of them individually, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any additional registration statement to be filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

                  SIGNATURE                                        TITLE                        DATE
                  ---------                                        -----                        ----

             /s/ ROBERT G. BOHN                     Chairman, Chief Executive Officer      March 13, 1998
---------------------------------------------       and Director (Principal Executive
               Robert G. Bohn                       Officer)

            /s/ CHARLES L. SZEWS                    Executive Vice President, Chief        March 13, 1998
---------------------------------------------       Financial Officer and Director
              Charles L. Szews                      (Principal Financial and Accounting
                                                    Officer)

             /s/ DENZIL MCNEILUS                    Director                               March 13, 1998
---------------------------------------------
               Denzil McNeilus

             /s/ GARWIN MCNEILUS                    Director                               March 13, 1998
---------------------------------------------
               Garwin McNeilus

             /s/ DAN J. LANZDORF                    Director                               March 13, 1998
---------------------------------------------
               Dan J. Lanzdorf

           /s/ TIMOTHY M. DEMPSEY                   Director                               March 13, 1998
---------------------------------------------
             Timothy M. Dempsey	

II-6

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oshkosh, and State of Wisconsin, on this 13th day of March, 1998.
MCNEILUS TRUCK & MANUFACTURING, INC.

By:       /s/ ROBERT G. BOHN

  -------------------------------------
             Robert G. Bohn
  Chairman and Chief Executive Officer	

Pursuant to the requirements of the Securities Act of 1993, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below constitutes and appoints Robert G. Bohn, Charles L. Szews and Timothy M. Dempsey, and each of them individually, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any additional registration statement to be filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

                  SIGNATURE                                        TITLE                      DATE
                  ---------                                        -----                      ----

             /s/ ROBERT G. BOHN                     Chairman, Chief Executive Officer    March 13, 1998
---------------------------------------------       and Director (Principal Executive
               Robert G. Bohn                       Officer)

            /s/ CHARLES L. SZEWS                    Executive Vice President, Chief      March 13, 1998
---------------------------------------------       Financial Officer and Director
              Charles L. Szews                      (Principal Financial and Accounting
                                                    Officer)

             /s/ DENZIL MCNEILUS                    Director                             March 13, 1998
---------------------------------------------
               Denzil McNeilus

             /s/ GARWIN MCNEILUS                    Director                             March 13, 1998
---------------------------------------------
               Garwin McNeilus

             /s/ DAN J. LANZDORF                    Director                             March 13, 1998
---------------------------------------------
               Dan J. Lanzdorf

           /s/ TIMOTHY M. DEMPSEY                   Director                             March 13, 1998
---------------------------------------------
             Timothy M. Dempsey	

II-7

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oshkosh, and State of Wisconsin, on this 13th day of March, 1998.
MCNEILUS COMPANIES, INC.

By:      /s/ ROBERT G. BOHN

  ------------------------------------
             Robert G. Bohn
  Chairman and Chief Executive Officer	

Pursuant to the requirements of the Securities Act of 1993, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below constitutes and appoints Robert G. Bohn, Charles L. Szews and Timothy M. Dempsey, and each of them individually, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any additional registration statement to be filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

                  SIGNATURE                                    TITLE                       DATE
                  ---------                                    -----                       ----

             /s/ ROBERT G. BOHN                Chairman, Chief Executive Officer and  March 13, 1998
---------------------------------------------  Director (Principal Executive
               Robert G. Bohn                  Officer)

            /s/ CHARLES L. SZEWS               Executive Vice President, Chief        March 13, 1998
---------------------------------------------  Financial Officer and Director
              Charles L. Szews                 (Principal Financial and Accounting
                                               Officer)

             /s/ DENZIL MCNEILUS               Director                               March 13, 1998
---------------------------------------------
               Denzil McNeilus

             /s/ GARWIN MCNEILUS               Director                               March 13, 1998
---------------------------------------------
               Garwin McNeilus

             /s/ DAN J. LANZDORF               Director                               March 13, 1998
---------------------------------------------
               Dan J. Lanzdorf

           /s/ TIMOTHY M. DEMPSEY              Director                               March 13, 1998
---------------------------------------------
             Timothy M. Dempsey	

II-8

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oshkosh, and State of Wisconsin, on this 13th day of March, 1998.
KENSETT FABRICATORS, INC.

By:      /s/ ROBERT G. BOHN
  ------------------------------------
             Robert G. Bohn
  Chairman and Chief Executive Officer	

Pursuant to the requirements of the Securities Act of 1993, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below constitutes and appoints Robert G. Bohn, Charles L. Szews and Timothy M. Dempsey, and each of them individually, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any additional registration statement to be filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

                  SIGNATURE                                             TITLE                             DATE
                  ---------                                             -----                             ----

             /s/ ROBERT G. BOHN                     Chairman, Chief Executive Officer and            March 13, 1998
---------------------------------------------       Director (Principal Executive Officer)
               Robert G. Bohn

            /s/ CHARLES L. SZEWS                    Executive Vice President, Chief Financial        March 13, 1998
---------------------------------------------       Officer and Director (Principal Financial and
              Charles L. Szews                      Accounting Officer)

             /s/ DENZIL MCNEILUS                    Director                                         March 13, 1998
---------------------------------------------
               Denzil McNeilus

             /s/ GARWIN MCNEILUS                    Director                                         March 13, 1998
---------------------------------------------
               Garwin McNeilus

             /s/ DAN J. LANZDORF                    Director                                         March 13, 1998
---------------------------------------------
               Dan J. Lanzdorf

           /s/ TIMOTHY M. DEMPSEY                   Director                                         March 13, 1998
---------------------------------------------
             Timothy M. Dempsey	

II-9

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oshkosh, and State of Wisconsin, on this 13th day of March, 1998.
MCINTIRE FABRICATORS, INC.

By:      /s/ ROBERT G. BOHN

  ------------------------------------
             Robert G. Bohn
  Chairman and Chief Executive Officer	

Pursuant to the requirements of the Securities Act of 1993, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below constitutes and appoints Robert G. Bohn, Charles L. Szews and Timothy M. Dempsey, and each of them individually, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any additional registration statement to be filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

                  SIGNATURE                                        TITLE                      DATE
                  ---------                                        -----                      ----

             /s/ ROBERT G. BOHN                     Chairman, Chief Executive Officer    March 13, 1998
---------------------------------------------       and Director (Principal Executive
               Robert G. Bohn                       Officer)

            /s/ CHARLES L. SZEWS                    Executive Vice President, Chief      March 13, 1998
---------------------------------------------       Financial Officer and Director
              Charles L. Szews                      (Principal Financial and Accounting
                                                    Officer)

             /s/ DENZIL MCNEILUS                    Director                             March 13, 1998
---------------------------------------------
               Denzil McNeilus

             /s/ GARWIN MCNEILUS                    Director                             March 13, 1998
---------------------------------------------
               Garwin McNeilus

             /s/ DAN J. LANZDORF                    Director                             March 13, 1998
---------------------------------------------
               Dan J. Lanzdorf

           /s/ TIMOTHY M. DEMPSEY                   Director                             March 13, 1998
---------------------------------------------
             Timothy M. Dempsey	

II-10

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oshkosh, and State of Wisconsin, on this 13th day of March, 1998.
MCNEILUS FINANCIAL, INC.

By:      /s/ ROBERT G. BOHN
  ------------------------------------
             Robert G. Bohn
         President and Chairman	

Pursuant to the requirements of the Securities Act of 1993, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below constitutes and appoints Robert G. Bohn, Charles L. Szews and Timothy M. Dempsey, and each of them individually, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any additional registration statement to be filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

                SIGNATURE                                       TITLE                           DATE
                ---------                                       -----                           ----

            /s/ ROBERT G. BOHN                  President, Chairman and Director           March 13, 1998
------------------------------------------      (Principal Executive Officer)
              Robert G. Bohn

           /s/ CHARLES L. SZEWS                 Executive Vice President, Chief            March 13, 1998
------------------------------------------      Financial Officer and Director
             Charles L. Szews                   (Principal Financial and Accounting
                                                Officer)

          /s/ TIMOTHY M. DEMPSEY                Director                                   March 13, 1998
------------------------------------------
            Timothy M. Dempsey	

II-11

EXHIBIT INDEX

EXHIBIT
NUMBER                        EXHIBIT DESCRIPTION
-------                       -------------------
 (2.1)    Stock Purchase Agreement dated December 8, 1997, by and
          among McNeilus Companies, Inc., the shareholders of McNeilus
          Companies, Inc. and the Company (incorporated by reference
          to Exhibit 2.1 to the Company's Annual Report on Form 10-K
          for the year ended September 30, 1997 (File No. 0-13886)).
 (2.2)    First Amendment to Stock Purchase Agreement dated February
          26, 1998, by and among McNeilus Companies, Inc., the
          shareholders of McNeilus Companies, Inc. and the Company
          (incorporated by reference to Exhibit 2.2 to the Company's
          Current Report on Form 8-K dated February 26, 1998 (File No.
          0-13886)).
 (3.1)    Restated Articles of Incorporation of Oshkosh Truck
          Corporation (incorporated by reference to Exhibit 3.1 to the
          Company's Annual Report on Form 10-K for the year ended
          September 30, 1997 (File No. 0-13886)).
 (3.2)    By-Laws of Oshkosh Truck Corporation, as amended.
 (3.3)    Restated Articles of Incorporation of Pierce Manufacturing
          Inc.
 (3.4)    Restated By-Laws of Pierce Manufacturing Inc.
 (3.5)    Articles of Incorporation of Summit Performance Systems,
          Inc.
 (3.6)    By-Laws of Summit Performance Systems, Inc.
 (3.7)    Articles of Incorporation of McNeilus Companies, Inc.
 (3.8)    By-Laws of McNeilus Companies, Inc., as amended.
 (3.9)    Restated and Amended Articles of Incorporation of McNeilus
          Truck and Manufacturing, Inc.
 (3.10)   By-Laws of McNeilus Truck and Manufacturing, Inc., as
          amended.
 (3.11)   Articles of Incorporation of Iowa Contract Fabricators, Inc.
 (3.12)   By-Laws of Iowa Contract Fabricators, Inc., as amended.
 (3.13)   Articles of Incorporation of McIntire Fabricators, Inc.
 (3.14)   By-Laws of McIntire Fabricators, Inc., as amended.
 (3.15)   Articles of Incorporation of Kensett Fabricators, Inc.
 (3.16)   By-Laws of Kensett Fabricators, Inc., as amended.
 (3.17)   Articles of Incorporation of McNeilus Financial, Inc., as
          amended.
 (3.18)   By-Laws of McNeilus Financial, Inc., as amended.
 (4.1)    Credit Agreement dated February 26, 1998, among the Company,
          Bank of America National Trust and Savings Association, as
          Agent and as Swing Line Lender, and certain other financial
          institutions (incorporated by reference to Exhibit 4.1 to
          the Company's Current Report on Form 8-K dated February 26,
          1998 (File No. 0-13886)).
 (4.2)    Indenture dated February 26, 1998, among the Company, the
          Subsidiary Guarantors and Firstar Trust Company
          (incorporated by reference to Exhibit 4.2 to the Company's
          Current Report on Form 8-K dated February 26, 1998 (File No.
          0-13886)).
 (4.3)    Form of New 8 3/4% Senior Subordinated Note due 2008.
 (4.4)    Form of New Note Guarantee.
 (4.5)    Purchase Agreement dated February 20, 1998, by and among the
          Company, the Subsidiary Guarantors and BancAmerica Robertson
          Stephens.
 (5.1)    Opinion of Foley & Lardner.
(10.1)    Registration Rights Agreement dated February 26, 1998, by
          and among the Company, the Subsidiary Guarantors and
          BancAmerica Robertson Stephens.	

E-1

EXHIBIT
NUMBER                        EXHIBIT DESCRIPTION
-------                       -------------------
(12.1)    Statements regarding computation of ratios.
(21.1)    Subsidiaries of the Company.
(23.1)    Consent of Ernst & Young LLP.
(23.2)    Consent of Larson, Allen, Weishair and Co., LLP
(23.3)    Consent of Foley & Lardner (contained in Exhibit 5.1).
(25.1)    Statement of Eligibility and Qualification of Trustee on
          Form T-1 of Firstar Trust Company under the Trust Indenture
          Act of 1939.
(99.1)    Form of Letter of Transmittal for the New 8 3/4% Senior
          Subordinated Notes due 2008.
(99.2)    Guidelines for Certification of Taxpayer Identification
          Number on Substitute Form W-9.
(99.3)    Form of Notice of Guaranteed Delivery.	

E-2

EXHIBIT 3.2
Amended February 2, 1998
Effective Immediately
Unless Otherwise Noted
BY-LAWS
OF
OSHKOSH TRUCK CORPORATION
 (a Wisconsin Corporation)
INTRODUCTION
VARIABLE REFERENCES
0.01. Date of annual shareholders' meeting (See Section 2.01):
The regular annual meeting of the shareholders of this corporation shall be held at the offices of the company or at any other place in the country as may be determined by the Board of Directors, at ten o'clock A.M. upon the fourth Monday in January of each year, or on such other date which shall not be a legal holiday as shall be determined by the Board of Directors.
0.02. Required notice of shareholders' meeting (See Section 2.04): Not less than ten days.
0.03. Authorized number of directors (See Section 3.01): Seven
(7))
0.04. Required notice of directors' meetings (See Section 3.05):
(a) not less than five days if by mail, and
(b) not less than 48 hours if by telegram, telephone, teletype, telegraph, facsimile, or other form of wire or wireless communication, or personal delivery.
0.05. Authorized number of Vice Presidents (See Section 4.01):
One to thirteen.
ARTICLE I. OFFICES
1.01. Principal and Business Offices. The corporation may have such principal and other business offices, either within or without the State of Wisconsin, as the Board of Directors may designate or as the business of the corporation may require from time to time.
1.02. Registered Office. The registered office of the corporation required by the Wisconsin Business Corporation Law to be maintained in the State of Wisconsin may be, but need not be, identical with the principal office in the State of Wisconsin, and the address of the registered office may be changed from time to time by the Board of Directors or by the registered agent. The business office of the registered agent of the corporation shall be identical to such registered office.
ARTICLE II. SHAREHOLDERS
2.01. Annual Meeting. The annual meeting of the shareholders shall be held at the date and hour in each year set forth in Section 0.01, or at such other time and date within thirty days before or after said date as may be fixed by or under the authority of the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Wisconsin, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein, or fixed as herein provided, for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be.
2.02. Special Meeting. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by the Wisconsin Business Corporation Law, may be called by the Board of Directors or the President. The corporation shall call a special meeting of shareholders in the event that the holders of at least 10% of all of the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date and deliver to the corporation one or more written demands for the meeting describing one or more purposes for which it is to be held. The corporation shall give notice of such a special meeting within thirty days after the date that the demand is delivered to the corporation.
2.03. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Wisconsin, as the place of meeting for any annual or special meeting of shareholders. If no designation is made, the place of meeting shall be the principal office of the corporation. Any meeting may be adjourned to reconvene at any place designated by vote of a majority of the shares represented thereat.
2.04. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than the number of days set forth in Section 0.02 (unless a longer period is required by the law or the articles of incorporation) nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or other officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting and to such other persons as required by the Wisconsin Business Corporation Law. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his, her or its address as appears on the stock record books of the corporation, with postage thereon prepaid. If an annual or special meeting of shareholders is adjourned to a different date, time or place, the corporation shall not be required to give notice of the new date, time or place if the new date, time or place is announced at the meeting before adjournment; provided, however, that if a new record date for an adjourned meeting is or must be fixed, the corporation shall give notice of the adjourned meeting to persons who are shareholders as of the new record date.
2.05. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, seventy days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as of the record date for any such determination of shareholders, such date in any case to be not more than seventy days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the close of business on the date on which notice of the meeting is mailed or on the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. If no record date is fixed by the Board of Directors or by the Wisconsin Business Corporation Law for the determination of shareholders entitled to demand a special meeting under Section 2.02, the record date shall be the date that the first shareholder signs the demand. Except as provided by the Wisconsin Business Corporation Law for a court-ordered adjournment, a determination of shareholders entitled to notice of and to vote at a meeting of shareholders is effective for any adjournment of such meeting unless the Board of Directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.
2.06. Voting Records. After a record date for a special or annual meeting of shareholders has been fixed, the corporation shall prepare a list of the names of all of the shareholders entitled to notice of the meeting. The list shall be arranged by class or series of shares, if any, and show the address of and number of shares held by each shareholder. Such list shall be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing to the date of the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder or his or her agent may, on written demand, inspect and, subject to the limitations imposed by the Wisconsin Business Corporation Law, copy the list, during regular business hours and at his or her expense, during the period that it is available for inspection pursuant to
Section 2.07. The corporation shall make the shareholders' list available at the meeting and any shareholder or his or her agent or attorney may inspect the list at any time during the meeting or any adjournment thereof. Refusal or failure to prepare or make available the shareholders' list shall not affect the validity of any action taken at a meeting of shareholders.
2.07. Quorum. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Except as otherwise provided in the articles of incorporation or the Wisconsin Business Corporation Law, a majority of the votes entitled to be cast on the matter shall constitute a quorum of the voting group for action on that matter. Once a share is represented for any purpose at a meeting, other than for the purpose of objecting to holding the meeting or transacting business at the meeting, it is considered present for purpose of determining whether a quorum exists for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for the adjourned meeting. If a quorum exists, except in the case of the election of directors, action on a matter shall be approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or the Wisconsin Business Corporation Law requires a greater number of affirmative votes. Unless otherwise provided in the articles of incorporation, each director shall be elected by a plurality of the votes cast by the shares entitled to vote in the election of directors at a meeting at which a quorum is present. Though less than a quorum of the outstanding votes of a voting group are represented at a meeting, a majority of the votes so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.
2.08. Conduct of Meetings. The Chairman of the Board and in his or her absence any person chosen by the shareholders present, shall call the meeting of the shareholders to order and shall act as Chairman of the meeting, and the Secretary of the Corporation shall act as Secretary of all meetings of the shareholders, but, in the absence of the Secretary, the presiding officer may appoint any other person to act as Secretary of the meeting.
2.09. Proxies. At all meetings of shareholders, a shareholder entitled to vote may vote in person or by proxy appointed in writing by the shareholder or his or her duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. Unless otherwise provided in the proxy, a proxy may be revoked at any time before it is voted, either by written notice filed with the Secretary or the acting secretary of the meeting or by oral notice given by the shareholder to the presiding officer during the meeting. The presence of a shareholder who has filed his or her proxy shall not of itself constitute a revocation. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. The Board of Directors shall have the power and authority to make rules establishing presumptions as to the validity and sufficiency of proxies.
2.10. Voting of Shares. Each outstanding share shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or classes are enlarged, limited or denied by the articles of incorporation.
2.11. Voting of Shares by Certain Holders.
(a) Other Corporations. Shares standing in the name of another corporation may be voted either in person or by proxy, by the president of such corporation or any other officers appointed by such president. A proxy executed by any principal officer of such other corporation or assistant thereto shall be conclusive evidence of the signer's authority to act, in the absence of express notice to this corporation, given in writing to the Secretary of this corporation, at the designation of some other person by the Board of Directors or the by-laws of such other corporation.
(b) Legal Representatives and Fiduciaries. Shares held by an administrator, executor, guardian, conservator, trustee in bankruptcy, receiver, or assignee for creditors may be voted by him, either in person or by proxy, without a transfer of such shares into his name, provided that there is filed with the Secretary before or at the time of meeting proper evidence of his incumbency and the number of shares held. Shares standing in the name of a fiduciary may be voted by him, either in person or by proxy. A proxy executed by a fiduciary, shall be conclusive evidence of the signer's authority to act, in the absence of express notice to this corporation, given in writing to the Secretary of this corporation, that such manner of voting is expressly prohibited or otherwise directed by the document creating the fiduciary relationship.
(c) Pledges. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.
(d) Treasury Stock and Subsidiaries. Neither treasury shares, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation is held by the corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares entitled to vote, but shares of its own issue held by this corporation in a fiduciary capacity, or held by such other corporation in a fiduciary capacity, may be voted and shall be entitled to vote.
(e) Minors. Shares held by a minor may be voted by such minor in person or by proxy and no such vote shall be subject to disaffirmance or avoidance, unless prior to such vote the Secretary of the corporation has received written notice or has actual knowledge that such shareholder is a minor.
(f) Incompetents and Spendthrifts. Shares held by a incompetent or spendthrift may be voted by such incompetent or spendthrift in person or by proxy and no such vote shall be subject to disaffirmance or avoidance, unless prior to such vote the Secretary of the Corporation has actual knowledge that such shareholder has been adjudicated an incompetent or spendthrift or actual knowledge of filing of judicial proceedings for appointment of a guardian.
(g) Joint Tenants. Shares registered in the names of two or more individuals who are named in the registration as joint tenants may be voted in person or by proxy signed by any one or more of such individuals if either (i) no other such individual or his legal representative is present and claims the right to participate in the voting of such shares or prior to the vote filed with the Secretary of the corporation a contrary written voting authorization or direction or written denial of authority of the individual present or signing the proxy proposed to be voted or (ii) all such other individuals are deceased and the Secretary of the corporation has no knowledge that the survivor has been adjudicated not to be the successor to the interest of those deceased.
2.12. Waiver of Notice by Shareholders. Whenever any notice whatever is required to be given to any shareholder of the corporation under the articles of incorporation or by-laws or any provision of law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the shareholder entitled to such notice, shall be deemed equivalent to the giving of such notice; provided that such waiver in respect to any matter of which notice is required under any provision of the Wisconsin Business Corporation Law, shall contain the same information as would have been required to be included in such notice, except the time and place of meeting.
2.13. Unanimous Consent without Meeting. Any action required or permitted by the articles of incorporation or by-laws or any provision of law to be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the entitled shareholders to vote with respect to the subject matter thereof.
ARTICLE III. BOARD OF DIRECTORS
3.01. General Powers and Number. The business and affairs of the corporation shall be managed by its Board of Directors. The number of directors of the corporation shall be as provided in Section 0.03.
3.02. Tenure and Qualifications. Each director shall hold office until the next annual meeting of shareholders, and until his or her successor shall have been elected, or until his or her prior death, resignation or removal. A Director may be removed from office by affirmative vote of a majority of the outstanding shares entitled to vote for the election of such director, taken at a meeting of shareholders called for that purpose. A director may resign at any time by filing his or her written resignation with the Secretary of the corporation, which shall be effective when the notice is delivered unless the notice specifies a later date.
3.03. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after the annual meeting of shareholders, and each adjourned session thereof. The place of such regular meeting shall be the same as the place of the meeting of shareholders which precedes it, or such other suitable place as may be announced at such meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Wisconsin, for the holding of additional regular meetings without other notice than such resolution.
3.04. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, the President, the Secretary or any two directors. If such meeting shall be called by two directors, the date of the meeting shall be within ten days of receipt by the Secretary or, in his absence by the Chairman of the Board, the President or any Assistant Secretary, of their request, at a time determined by such officer. The Chairman of the Board, the President or the Secretary calling any special meeting of the Board of Directors, except as otherwise provided by by-law, may fix any place, either within or without the State of Wisconsin, as the place for holding any special meeting of the Board of Directors called by them, and if no other place is fixed, the place of meeting shall be the principal business office of the Corporation in the State of Wisconsin.
3.05. Notice; Waiver. Notice of such meeting of the Board of Directors (unless otherwise provide in or pursuant to Section 3.03) shall be given by written notice delivered personally or mailed or given by telegram or facsimile to each director at his or her business address or at such other address as such director shall have designated in writing filed with the Secretary, in each case not less than that number of hours prior thereto as set forth in Section 0.04. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram or facsimile, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Whenever any notice whatever is required to be given to any director of the corporation under the articles of incorporation or by-laws or any provision of law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the director entitled to such notice, shall be deemed equivalent to the giving of such notice. The attendance of a director at a meeting shall constitute a waiver of objects thereat to the transaction of any business because the meeting is not lawfully called or convened. Neither business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need to be specified in the notice or waiver of notice of such meeting.
3.06. Quorum. Except as otherwise provided by law or by the articles of incorporation or these by-laws, a majority of the number of directors as provided in Section 0.03 shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but a majority of the directors present (though less than such quorum) may adjourn the meeting from time to time without further notice.
3.07. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by the articles of incorporation or these by-laws. Annually, at the meeting of the Board of Directors which follows the annual meeting of the shareholders, the directors shall choose from among them a Chairman of the Board, who shall serve as such until a successor is elected.
3.08. Conduct of Meetings. In the absence of the Chairman of the Board, the President shall call the meeting of the Board of Directors to order, and shall act as Chairman of the meeting, and in their absence any director chosen by the Directors present shall call the meeting of the Board of Directors to order and shall act as Chairman of the meeting. The Secretary of the Corporation shall act as Secretary of all meetings of the Board of Directors but, in the absence of the Secretary, the presiding officer may appoint any Assistant Secretary or any director or other person present to act as Secretary of the meeting.
3.09. Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled until the next succeeding annual election by the affirmative vote of a majority of the directors then in office, though less than a quorum of the Board of Directors; provided, that in case of a vacancy created by the removal of a director by vote of the shareholders, the shareholders shall have the right to fill such vacancy at the same meeting or any adjournment thereof; and provided further, that a vacancy filled by the Board of Directors shall be filled by the vote of the remaining director(s) elected by the class of shareholders which would be entitled to fill that vacancy at a meeting of the shareholders.
3.10. Compensation. The Board of Directors, by affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, may establish from time to time a reasonable compensation for directors of the corporation; provided that persons who are directors and also are officers or employees of the corporation eligible shall be ineligible to receive compensation as directors. By affirmative vote of a majority of such directors, and irrespective of any personal interest of any of them, the Board of Directors also may establish, from time to time, a reasonable compensation for each of the officers of the corporation. The Board of Directors, from time to time, may delegate its authority under this by-law to an appropriate committee. The Board of Directors also shall have authority to provide for or to delegate authority to an appropriate committee to provide for reasonable pensions, disability or death benefits, and other benefits or payments to directors, officers and employees, and to their estates, families, dependents or beneficiaries on account of services rendered by such directors, officers and employees of the corporation.
3.11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors or a committee thereof of which he or she is a member at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
3.12. Committees. The Board of Directors by resolution adopted by the affirmative vote of a majority of them then in office may designate one or more committees from time to time. Each such committee shall consist of at least three directors and shall have those of the powers of the Board of Directors as shall be granted to such committee. Each such committee may exercise its power at times when the Board of Directors is not in session, subject to the by-laws of the corporation. No such committee ever shall have the power or authority, however, to do any of the following: adopt, amend, or repeal by-laws; authorize dividends or other distributions; approve or propose action required by law to be approved by shareholders; fill vacancies on the Board of Directors or any committee of the Board of Directors; amend the articles of incorporation; adopt, amend or repeal by-laws, approve a plan of merger not requiring shareholder approval; authorizing or approve reacquisition of shares of stock; or authorize or approve the issuance or sale or contract for sale of shares of stock. The Board of Directors also at any time may elect one or more of its members as alternate members of any such committee. Any such alternate, upon request by the Chairman of the board, or in his or her absence the President, or in his or her absence the Chairman of such committee, may take the place of any absent member or members of the committee at any of its meetings. Except as provided by by-laws or by resolution of the Board of Directors, each such committee shall fix its own rules governing the conduct of its activities as the Board of Directors may request.
3.13. Unanimous Consent Without Meeting. Any action required or permitted by the articles of incorporation or by-laws or any provision of law to be taken by the Board of Directors at a meeting or by resolution may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the directors then in office.
3.14. Telephonic Meetings. Except as provided by this by-law, any action required or permitted by the articles of incorporation or by-laws or any provision of law to be taken by the Board of Directors at a meeting or by resolution may be taken by a quorum of the Board of Directors at a telephonic meeting or other meeting utilizing electronic communication, if all participating directors: are informed that a meeting is taking place at which official business may be transacted; simultaneously may hear each other during the meeting; immediately is able to send messages to all other participating directors; and if all communication during the meeting immediately is transmitted to each participating director. No meeting of the Board of Directors held pursuant to this by-law may vote upon a plan of merger or shares exchange; or to sell, lease, exchange or otherwise dispose of substantial property or assets of the corporation; to dissolve voluntarily or to revoke voluntary dissolution proceedings; or to file for bankruptcy.
ARTICLE IV. OFFICERS
4.01. Number. The principal officers of the corporation shall be a President, the number of Vice-Presidents as provided in Section 0.05, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary and the offices of President and Vice-President.
4.02. Election and Term of Office. The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the Shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected or until his prior death, resignation or removal.
4.03. Resignation; Removal. Any officer may resign at any time by delivering written notice to an officer of the corporation. A resignation shall be effective when delivered unless the notice specifies a later date which is accepted by the corporation. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interest of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment shall not of itself create contract rights.
4.04. Vacancies. A vacancy in any principal office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term.
4.05. This Section 4.05 is intentionally left vacant.
4.06. President and Chief Executive Officer. The President shall be the Chief Executive Officer of the corporation. Subject to the control of the Board of Directors, he shall be responsible for the control and general management of all of the business and affairs of the corporation. In the absence of the Chairman of the Board he may preside at all meetings of the shareholders and of the Board of Directors. He shall see that all resolutions and orders of the Board of Directors and its committees are carried into effect. He shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the ordinary business of the corporation, or which shall be authorized by resolution of the Board of Directors. Except as otherwise provided by law or the Board of Directors, he also may authorize any Vice-President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his place and stead. In general he shall have the powers of supervision of the business of the corporation. He shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the corporation as he shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President.
4.07. The Vice-Presidents. In the absence of the President or in the event of his death, inability or refusal to act, or in the event for any reason it shall be impracticable for the President to act personally, the Vice-President (or in the event there be more than one Vice-President, the Vice-Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Board of Directors may designate a Vice-President as the Chief Financial Officer of the Corporation, in which event he or she shall have responsibility for all financial matters which affects the Corporation other than those expressly provided for the Treasurer. Any Vice President may sign, with the Secretary or Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties and have such authority as from time to time may be delegated or assigned to him by the President or by the Board of Directors. The execution of any instrument of the corporation by any Vice-President shall be conclusive evidence, as to third parties, of his authority to act in the stead of the President.
4.08. The Secretary. The Secretary shall: (a) keep the minutes of the meetings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep or arrange for the keeping of a register of the post office addresses of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice-President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to him/her by the President or by the Board of Directors.
4.09. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for money due and payables to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of
Section 5.04; and (c) in general perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.
4.10. Assistant Secretaries and Assistant Treasurers. There shall be such number of Assistant Secretaries and Assistant Treasurers as the Board of Directors may from time to time authorize. The Assistant Secretaries may sign with the President or a Vice-President certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties and have such authority as shall from time to time be delegated or assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.
4.11. Other Assistants and Acting Officers. The Board of Directors shall have the power to appoint any person to act as Assistant to any officer, or as agent for the corporation in his stead, or to perform the duties of such officer whenever for any reason it is impracticable for such officer to act personally, and such assistant or acting officer or other agent so appointed by the Board of Directors shall have the power to perform all the duties of the office to which he is so appointed to be assistant, or as to which he is so appointed to act, except as such power may be otherwise defined or restricted by the Board of Directors.
4.12. Salaries. The salaries of the principal officers shall be fixed from time to time by the Board of Directors or by a duly authorized committee thereof, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.
ARTICLE V. CONTRACTS, LOANS, CHECKS
AND DEPOSITS; SPECIAL CORPORATE ACTS
5.01. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the corporation and such authorization may be general or confined to specific instances. In the absence of other designation, all deeds, mortgages and instruments of assignment or pledge made by the corporation shall be executed in the name of the corporation by the President, or, in his absence by one of the Vice Presidents and by the Secretary, an Assistant Secretary, the Treasurer, an Assistant Treasurer, or Controller. When necessary or required by law, the Secretary or an Assistant Secretary shall affix the corporate seal to all such instruments. When an instrument has been executed in the manner provided by this Section, no party or third person shall be required to inquire into the authority of the officers signing for the corporation so to act.
5.02. Loans. No indebtedness for borrowed money shall be contracted on behalf of the corporation and no evidences of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. Such authorization may be general or confined to specific instances.
5.03. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by or under the authority of a resolution of the Board of Directors.
5.04. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as may be selected by or under the authority of a resolution of the Board of Directors.
5.05. Voting of Securities Owned by this Corporation. Subject always to the specific directions of the Board of Directors, (a) any shares or other securities issued by any other corporation and owned or controlled by this corporation may be voted at any meeting of security holders of such other corporation by the President and, in his absence, by any Vice-President then present, and (b) whenever in the judgment of the President and, in his absence, by any Vice-President, it is desirable for this corporation to execute a proxy or written consent in respect to any share or other securities issued by any other corporation and owned by this corporation, such proxy or consent shall be executed in the name of this corporation by the President or, in his absence, by any Vice - President, without necessity of any authorization by the Board of Directors, affixation of corporate seal, or counter-signature or attestation by another officer. Any person or persons designated in the manner provided by this Section as the proxy or proxies of this corporation shall have full right, power and authority to vote the shares or other securities issued by such other corporation and owned by this corporation the same as such shares or other securities might be voted by this corporation.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.01. Certificates for Shares. Certificates representing shares of the corporation shall be in such form, consistent with law, as shall be determined by the Board of Directors. All certificates shall be signed by the President or a Vice-President and by the Secretary or an Assistant Secretary. All certificates shall be numbered consecutively or otherwise identified. The name and address of each person to whom a certificate is issued, together with the number of shares represented by the certificate and the date of its issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation shall be canceled. No new certificate for previously issued shares shall be issued until the outstanding certificate(s) for the same share shall have been surrendered and canceled, except as provided by Section 6.06.
6.02. Facsimile Signatures and Seal. The seal of the corporation on any certificate for shares may be a facsimile. The signatures of the President or Vice-President and the Secretary or Assistant Secretary upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent, or a registrar, other than the corporation itself or an employee of the corporation.
6.03. Signature by Former Officers. In case any officer, who has signed or whose facsimile signature has been placed upon any certificate for shares, shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.
6.04. Transfer of Shares. Prior to due presentment of a certificate for shares for registration of transfer the corporation may treat the registered owner of such shares as the person exclusively entitled to vote, to receive notifications and otherwise to have and exercise all the rights and power of an owner. Where a certificate for shares is presented to the corporation with a request to register for transfer, the corporation shall not be liable to the owner or any other person suffering loss as a result of such registration of transfer if (a) there were on or with the certificate the necessary endorsements and (b) the corporation had no duty to inquire into adverse claims or has discharged any such duty. The corporation may require reasonable assurance that said endorsements are genuine and effective and compliance with such other regulations as may be prescribed by or under the authority of the Board of Directors.
6.05. Restrictions on Transfer. The face or reverse side of each certificate representing shares shall bear a conspicuous notation of any restriction imposed by the corporation upon the transfer of such shares.
6.06. Lost, Destroyed or Stolen Certificates. Where the owner claims that his certificate for been lost, destroyed or wrongfully taken, a new certificate shall be issued in place thereof if the owner (a) so requests before the corporation has notice that such shares have been acquired by a bona fide purchaser, and (b) files with the corporation a sufficient indemnity bond, and (c) satisfied such other reasonable requirements as may be prescribed by or under the authority of the Board of Directors.
6.07. Consideration for Shares. The shares of the corporation may be issued for such consideration as shall be fixed from time to time by the Board of Directors, provided that any shares having a par value shall not be issued for a consideration less than the par value thereof. The consideration to be paid for shares may be paid in whole or in part, in money, on other property, tangible or intangible, or in labor or services actually performed for the corporation. When payment of the consideration for which shares are to be issued shall have been received by the corporation, such shares shall be deemed to be fully paid and nonassessable by the corporation. No certificate shall be issued for any share until such share is fully paid.
6.08. Stock Regulations. The Board of Directors shall have the power and authority to make all such further rules and regulations not inconsistent with the statutes of the State of Wisconsin as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the corporation.
ARTICLE VII. INDEMNIFICATION
7.01. Indemnification. Indemnification by the corporation shall be provided pursuant to Wisconsin Statute Section 180.0859 et. seq. Such indemnification shall be provided to directors, officers, employees, and agents of the corporation. Directors and officers eligible for indemnification shall include:
(a) A natural person who is or was a director or officer of the corporation.
(b) A natural person who, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, member of any governing or decision making committee, employee or agent of another corporation or foreign corporation, partnership, joint venture, trust or other enterprise.
(c) A natural person who, while a director or officer of the corporation, is or was serving an employee benefit plan because his or her duties to the corporation also imposed duties on, or otherwise involved services by, the person to the plan or to participants in or beneficiaries of the plan.
(d) And, unless the context requires otherwise, the estate or personal representative of a director or officer.
The corporation shall indemnify a director, officer, employee or agent to the extent he or she has been successful on the merits or otherwise in the defense of a proceeding for all reasonable expenses incurred in the proceeding if the director, officer, employee, or agent was a party because he or she is a member or officer of the corporation.
In cases not included under the above paragraph, the corporation shall indemnify a director, officer, employee or agent against liability incurred by that person in a proceeding to which that person was a party because he or she is or was a director, officer, employee, or agent of the corporation, unless liability was incurred because that person breached or failed to perform a duty he or she owed to the corporation and the breach or failure to perform constitutes any of the following:
(a) A willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the person has a material conflict of interest.
(b) A violation of criminal law unless the person had a reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful.
(c) A transaction from which the person derived an improper personal profit.
(d) Willful misconduct.
For purposes of this Article "expenses" shall be defined to include fees, costs, charges, disbursements, attorneys fees and other expenses incurred in connection with the proceeding. "Liability" includes an obligation to pay a judgment, settlement, penalty, assessment, forfeiture or fine, including an excess tax assessment with respect to an employee benefit plan, and reasonable expenses. "Party" includes a natural person who was, or is threatened to be made, a named defendant or respondent in a proceeding. "Proceeding" means any threatened, pending or completed civil, criminal, administrative or investigative action, suit, arbitration or other proceeding, whether formal or informal, which involves foreign, federal, state or local law and which is brought by or in the right of the corporation or by any other person.
The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of no contest or an equivalent plea, does not, by itself, create a presumption that indemnification of the director or officer is not required.
The director, officer, employee, or agent seeking indemnification shall select one of the following means for determining his or her right to indemnification:
(a) By a majority vote of a quorum of the Board of Directors consisting of directors not at the time parties to the same or related proceedings. If a quorum of disinterested directors cannot be obtained, by majority vote of a committee duly appointed by the Board of Directors and consisting solely of two or more directors not at the same time parties to the same or related proceedings. Directors who are parties to the same or related proceedings may participate in the designation of members of the committee.
(b) By independent legal counsel selected by a quorum of the Board of Directors or its committee in the manners prescribed in paragraph
(a) above or, if unable to obtain such quorum or committee, by a majority vote of the full Board of Directors, including directors who are parties to the same or related proceedings.
(c) By a panel of three arbitrators consisting of one arbi- trator selected by those directors entitled under paragraph (b) to select independent legal counsel, one arbitrator selected by the director or officer seeking indemnification and one arbitrator selected by the two arbitrators previously selected.
(d) By an affirmative vote of shares as provided in Wisconsin Statutes Section 180.0725 through 180.0727. Shares owned by, or voted under the control of, persons who are at the time parties to the same or related proceedings, whether as plaintiffs or defendants or in any other capacity, may not be voted in making the determination.
(e) By a Court under Wisconsin Statutes Section 180.0854.
(f) By any other method provided for and any additional right to indemnification permitted under Wisconsin Statutes Section 180.0858.
Upon written request by a person who is a party to a proceeding, a corporation may pay or reimburse his or her reasonable expenses as incurred, if the person provides the corporation with a written affirmation of his or her good faith belief that he or she has not reached or failed to perform his or her duties to the corporation. A bond or undertaking need not be required prior to the advancement of such expenses.
Indemnification additional to that set forth in this Article may be provided by resolution of the Board of Directors except as restricted by law.
7.02 Insurance. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of another corporation, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this By-law.
ARTICLE VIII. AMENDMENTS
8.01. By Shareholders. These by-laws may be altered, amended or repealed and new by-laws may be adopted by the shareholders by affirmative vote of not less than a majority of the shares present or represented at any annual or special meeting of the shareholders at which a quorum is in attendance.
8.02. By Directors. These by-laws may also be altered, amended or repealed and new by-laws may be adopted by the Board of Directors by affirmative vote of a majority of the number of directors present at any meeting at which a quorum is in attendance; but no by-law adopted by the shareholders shall be amended or repealed by the Board of Directors if the by-law so adopted so provides.
8.03. Implied Amendments. Any action taken or authorized by the shareholders or by the Board of Directors, which would be inconsistent with the by-laws then in effect but is taken or authorized by affirmative vote of not less than the number of shares or the number of directors required to amend the by-laws so that the by-laws would be consistent with such action, shall be given the same effect as though the by-laws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.

EXHIBIT 3.3
RESTATED ARTICLES OF INCORPORATION
OF
PIERCE MANUFACTURING INC.
Preamble. Pierce Manufacturing Inc., a corporation organized under
the laws of the State of Wisconsin, hereby adopts the following Restated
Articles of Incorporation of said corporation, which amend, supersede and
take the place of its heretofore existing articles of incorporation and
all amendments thereto.
Article 1. Name. The name of the corporation is Pierce
Manufacturing Inc.
Article 2. Purpose. The corporation may engage in any lawful
activity within the purposes for which corporations may be organized under
the Wisconsin Business Corporation Law, Chapter 180, Wisconsin Statutes.
Article 3. Authorized Shares. The aggregate number of shares of
stock which the corporation shall have authority to issue is Four Hundred
Forty Two Thousand (442,000), consisting of one class only, designated as
"Common Stock" with a par value of five cents ($.05) per share.
Article 4. Registered Office and Registered Agent. The address
of the registered office is 2600 American Drive, P.O. Box 2017, Appleton,
Winnebago County, Wisconsin 54913. The name of the corporation's
registered agent at such address is Michael R. Reese.
Article 5. Number of Directors. The number of directors at the
time of the adoption of these Restated Articles of Incorporation is six
(6), and hereafter, the number of directors, not less than three (3),
shall be fixed by or in the manner provided in the Bylaws.
Article 6. Corporate Stock Transactions. The corporation is
authorized to acquire and dispose of its own shares.
Article 7. Preemptive Rights. No holder of stock of the
corporation shall, as such holder, have any right to purchase or subscribe
for any shares of the capital stock of the corporation which it may issue
or sell, or for any securities convertible into or carrying a right to
subscribe to or acquire any shares of capital stock of the corporation
(whether out of the number of shares authorized by these Articles of
Incorporation, or out of any shares acquired by the corporation after the
issue thereof, or otherwise) other than such right, if any, as the Board
of Directors, in its discretion, may determine.

EXHIBIT 3.4
BY-LAWS
OF
PIERCE MANUFACTURING. INC.
 (a Wisconsin corporation)
INTRODUCTION -
VARIABLE REFERENCES
0.01. Date of annual shareholders' meeting (See Section 2.01):
10:00 A.M. Fourth Monday February 1988

(Hour) (Week) (Day) (Month) (First year)
0.02. Required notice of shareholders' meeting (See Section 2.04): not less than 10 days.
*
0.03. Authorized number of directors (See Section 3.01): 9 *
0.04. Required notice of directors' meetings (See Section 3.05):
(a) not less than 3 days if by mail, and *
(b) not less than 48 hours if by telegram or personal delivery. *
0.05. Authorized number of Vice-Presidents (See Section 4.01):
two (2)
*
* These spaces are reserved for official notation of future amendments to these sections.
ARTICLE I. OFFICES
1.01. Principal and Business Offices. The corporation may have such principal and other business offices, either within or without the State of Wisconsin, as the Board of Directors may designate or as the business of the corporation may require from time to time.
1.02. Registered Office. The registered office of the corporation required by the Wisconsin Business Corporation Law to be maintained in the State of Wisconsin may be, but need not be, identical with the principal office in the State of Wisconsin, and the address of the registered office may be changed from time to time by the Board of Directors or by the registered agent. The business office of the registered agent of the corporation shall be identical to such registered office.
ARTICLE II. SHAREHOLDERS
2.01. Annual Meeting. The annual meeting of the shareholders shall be held at the date and hour in each year set forth in
Section 0.01, or at such other time and date within thirty days before or after said date as may be fixed by or under the authority of the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Wisconsin, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein, or fixed as herein provided, for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be.
2.02. Special Meeting. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or the Board of Directors or by the person designated in the written request of the holders of not less than one- tenth of all shares of the corporation entitled to vote at the meeting.
2.03. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Wisconsin, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State of Wisconsin, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal business office of the corporation in the State of Wisconsin or such other suitable place in the county of such principal office as may be designated by the person calling such meeting, but any meeting may be adjourned to reconvene at any place designated by vote of a majority of the shares represented thereat.
2.04. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than the number of days set forth in Section 0.02 (unless a longer period is required by law or the articles of incorporation) nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or other officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting: If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock record books of the corporation, with postage thereon prepaid.
2.05. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the close of business on the date on which notice of the meeting is mailed or on the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall be applied to any adjournment thereof except where the determination has been made through the closing of the stock transfer books and the stated period of closing has expired.
2.06. Voting Records. The officer or agent having charge of the stock transfer books for shares of the corporation shall, before each meeting of shareholders, make a complete record of the shareholders entitled to vote at such meeting, or any adjournment thereof, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes of the meeting. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such record or transfer books or to vote at any meeting of shareholders. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.
2.07. Quorum. Except as otherwise provided in the articles of incorporation, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless the vote of a greater number or voting by classes is required by law or the articles of incorporation. Though less than a quorum of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been, transacted at the meeting, as originally notified.
2.08. Conduct of Meetings. The Chairman of the Board, and in his absence, the President, and in his absence, a Vice President in the order provided under Section 4.06, and in their absence, any person chosen by the shareholders present shall, call the meeting of the shareholders to order and shall act as chairman of the meeting, and the Secretary of the corporation shall act as secretary of all meetings of the shareholders, but, in the absence of the Secretary, the presiding officer may appoint any other person to act as secretary of the meeting.
2.09. Proxies. At all meetings of shareholders, a shareholder entitled to vote may vote in person or by proxy appointed in writing by the shareholder or by his duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. Unless otherwise provided in the proxy, a proxy may be revoked at any time before it is voted, either by written notice filed with the Secretary or the acting secretary of the meeting or by oral notice given by the shareholder to the presiding officer during the meeting: The presence of a shareholder who has filed his proxy shall not of itself constitute a revocation. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. The Board of Directors shall have the power and authority to make rules establishing presumptions as to the validity and sufficiency of proxies.
2.10. Voting of Shares. Each outstanding share shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or classes are enlarged, limited or denied by the articles of incorporation.
2.11. Voting of Shares by Certain Holders.
(a) Other Corporations. Shares standing in the name of another corporation may be voted either in person or by proxy, by the president of such corporation or any other officer appointed by such president. A proxy executed by any principal officer of such other corporation or assistant thereto shall be conclusive evidence of the signer's authority to act, in the absence of express notice to this corporation, given in writing to the secretary of this corporation, of the designation of some other person by the board of directors or the by-laws of such other corporation.
(b) Legal Representatives and Fiduciaries. Shares held by an administrator, executor, guardian, conservator, trustee in bankruptcy, receiver, or assignee for creditors may be voted by him, either in person or by proxy, without a transfer of such shares into his name, provided that there is filed with the Secretary before or at the time of meeting proper evidence of his incumbency and the number of shares held. Shares standing in the name of a fiduciary may be voted by him, either in person or by proxy. A proxy executed by a fiduciary, shall be conclusive evidence of the signer's authority to act, in the absence of express notice to this corporation, given in writing to the Secretary of this corporation, that such manner of voting is expressly prohibited or otherwise directed by the document creating the fiduciary relationship.
(c) Pledgees. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.
(d) Treasury Stock and Subsidiaries. Neither treasury shares, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation is held by this corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares entitled to vote, but shares of its own issue held by this corporation in a fiduciary capacity, or held by such other corporation in a fiduciary capacity, may be voted and shall be counted in determining the total number of outstanding shares entitled to vote.
(e) Minors. Shares held by a minor may be voted by such minor in person or by proxy and no such vote shall be subject to disaffirmance or avoidance, unless prior to such vote the Secretary of the corporation has received written notice or has actual knowledge that such shareholder is a minor.
(f) Incompetents and Spendthrifts. Shares held by an incompetent or spendthrift may be voted by such incompetent or spendthrift in person or by proxy and no such vote shall be subject to disaffirmance or avoidance, unless prior to such vote the Secretary of the corporation has actual knowledge that such shareholder has been adjudicated an incompetent or spendthrift or actual knowledge of filing of judicial proceedings for appointment of a guardian.
(g) Joint Tenants. Shares registered in the names of two or more individuals who are named in the registration as joint tenants may be voted in person or by proxy signed by any one or more of such individuals if either (i) no other such individual or his legal representative is present and claims the right to participate in the voting of such shares or prior to the vote file with the Secretary of the corporation a contrary written voting authorization or direction or written denial of authority of the individual present or signing the proxy proposed to be voted or (ii) all such other individuals are deceased and the Secretary of the corporation has no actual knowledge that the survivor has been adjudicated not to be the successor to the interests of those deceased.
2.12. Waiver of Notice by Shareholders. Whenever any notice whatever is required to be given to any shareholder of the corporation under the articles of incorporation or by-laws or any provision of law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the shareholder entitled to such notice, shall be deemed equivalent to the giving of such notice; provided that such waiver in respect to any matter of which notice is required under any provision of the Wisconsin Business Corporation Law, shall contain the same information as would have been required to be included in such notice, except the time and place of meeting.
2.13. Unanimous Consent without Meeting. Any action required or permitted by the articles of incorporation or by-laws or any provision of law to be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.
ARTICLE III. BOARD OF DIRECTORS
3.01. General Powers and Number. The business and affairs of the corporation shall be managed by its Board of Directors. The number of directors of the corporation shall be as provided in Section 0.03.
3.02. Tenure and Qualifications. Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected, or until his prior death, resignation or removal. A director may be removed from office by affirmative vote of a majority of the outstanding shares entitled to vote for the election of such director, taken at a meeting of shareholders called for that purpose. A director may resign at any time by filing his written resignation with the Secretary of the corporation. Directors need not be residents of the State of Wisconsin or shareholders of the corporation.
3.03. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after the annual meeting of shareholders, and each adjourned session thereof. The place of such regular meeting shall be the same as the place of the meeting of shareholders which precedes it, or such other suitable place as may be announced at such meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Wisconsin, for the holding of additional regular meetings without other notice than such resolution.
3.04. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, Secretary or any two directors. The President or Secretary calling any special meeting of the Board of Directors may fix any place, either within or without the State of Wisconsin, as the place for holding any special meeting of the Board of Directors called by them, and if no other place is fixed the place of meeting shall be the principal business office of the corporation in the State of Wisconsin.
3.045. Meetings by Electronic Means of Communication. To the extent provided in these by-laws, the board of directors, or any committee of the board, may, in addition to conducting meetings in which each director participates in person, and notwithstanding any place set forth in the notice of the meeting or these by-laws, conduct any regular or special meeting by the use of any electronic means of communication; provided (1) all participating directors may simultaneously hear each other during the meeting, or (2) all communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors. Before the commencement of any business at a meeting at which any directors do not participate in person, all participating directors shall be informed that a meeting is taking place at which official business may be transacted.
3.05. Notice; Waiver. Notice of each meeting of the Board of Directors (unless otherwise provided in or pursuant to Section 3.03) shall be given by written notice delivered personally or mailed or given by telegram to each director at his business address or at such other address as such director shall have designated in writing filed with the Secretary, in each case not less than that number of hours prior thereto as set forth in Section 0.04. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Whenever any notice whatever is required to be given to any director of the corporation under the articles of incorporation or by-laws or any provision of law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the director entitled to such notice, shall be deemed equivalent to the giving of such notice. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting and objects thereat to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
3.06. Quorum. Except as otherwise provided by law or by the articles of incorporation or these by-laws, a majority of the number of directors as provided in Section 0.03 shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but a majority of the directors present (though less than such quorum) may adjourn the meeting from time to time without further notice.
3.07. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by the articles of incorporation or these by-laws.
3.08. Conduct of Meetings. The President, and in his absence, a Vice-President in the order provided under Section 4.06, and in their absence, any director chosen by the directors present, shall call meetings of the Board of Directors to order and shall act as chairman of the meeting. The Secretary of the corporation shall act as secretary of all meetings of the Board of Directors, but in the absence of the Secretary, the presiding officer may appoint any Assistant Secretary or any director or other person present to act as secretary of the meeting.
3.09. Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled until the next succeeding annual election by the affirmative vote of a majority of the directors then in office, though less than a quorum of the Board of Directors; provided, that in case of a vacancy created by the removal of a director by vote of the shareholders, the shareholders shall have the right to fill such vacancy at the same meeting or any adjournment thereof.
3.10. Compensation. The Board of Directors, by affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, may establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise, or may delegate such authority to an appropriate committee. The Board of Directors also shall have authority to provide for or to delegate authority to an appropriate committee to provide for reasonable pensions, disability or death benefits, and other benefits or payments, to directors, officers and employees and to their estates, families, dependents or beneficiaries on account of prior services rendered by such directors, officers and employees to the corporation.
3.11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors or a committee thereof of which he is a member at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
3.12. Committees. The Board of Directors by resolution adopted by the affirmative vote of a majority of the number of directors as provided in Section 0.03 may designate one or more committees, each committee to consist of three or more directors elected by the Board of Directors, which to the extent provided in said resolution as initially adopted, and as thereafter supplemented or amended by further resolution adopted by a like vote, shall have and may exercise, when the Board of Directors is not in session, the powers of the Board of Directors in the management of the business and affairs of the corporation, except action in respect to dividends to shareholders, election of the principal officers or the filling of vacancies in the Board of Directors or committees created pursuant to this section. The Board of Directors may elect one or more of its members as alternate members of any such committee who may take the place of any absent member or members at any meeting of such committee, upon request by the President or upon request by the chairman of such meeting. Each such committee shall fix its own rules governing the conduct of its activities and shall make such reports to the Board of Directors of its activities as the Board of Directors may request.
3.13. Unanimous Consent without Meeting. Any action required or permitted by the articles of incorporation or by-laws or any provision of law to be taken by the Board of Directors at a meeting or by resolution may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors then in office.
ARTICLE IV. OFFICERS
4.01. Number. The principal officers of the corporation shall be a Chairman of the Board, a President, the number of Vice Presidents as provided in Section 0.05, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of Chairman of the Board and President, the offices of Chairman of the Board and Vice President, the offices of Chairman of the Board and Secretary, the offices of President and Secretary, and the offices of President and Vice President.
4.02. Election and Term of Office. The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected or until his prior death, resignation or removal.
4.03. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment shall not of itself create contract rights.
4.04. Vacancies. A vacancy in any principal office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term.
4.05. Chairman of the Board and Chief Executive Officer. The Chairman of the Board shall be the chief executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the shareholders and of the Board of Directors. He shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the corporation as he shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the Chairman of the Board. He shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the corporation's regular business, or which shall be authorized by resolution of the Board of Directors; and, except as otherwise provided by law or the Board of Directors, he may authorize the President, any Vice President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his place and stead. He shall perform all other duties as may be prescribed by the Board of Directors from time to time.
4.051. President and Chief Financial Officer. The President shall be the Chief Financial Officer of the corporation, and in the absence of the Chairman of the Board and Chief Executive Officer or in the event of his death, inability or refusal to act, or in the event for any reason it shall be impracticable for the Chairman of the Board to act personally, the President shall perform the duties of the Chairman of the Board and when so acting shall have all the powers of the Chairman of the Board and Chief Executive Officer. He shall perform all other duties as may be prescribed by the Board of Directors from time to time. The execution of any instrument of the corporation by the President shall be conclusive evidence, as to third parties; of his authority to act in the place of the Chairman of the Board and Chief Executive Officer.
4.07. The Secretary. The Secretary shall: (a) keep the minutes of the meetings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep or arrange for the keeping of a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice-President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to him by the President or by the Board of Directors.
4.08. The Treasurer. The Treasury shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of
Section 5.04; and (c) in general perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sure ties as the Board of Directors shall determine.
4.09. Assistant Secretaries and Assistant Treasurers. There shall be such number of Assistant Secretaries and Assistant Treasurers as the Board of Directors may from time to time authorize. The Assistant Secretaries may sign with the President or a Vice-President certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties and have such authority as shall from time to time be delegated or assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.
4.10. Other Assistants and Acting Officers. The Board of Directors shall have the power to appoint any person to act as assistant to any officer, or as agent for the corporation in his stead, or to perform the duties of such officer whenever for any reason it is impracticable for such officer to act personally, and such assistant or acting officer or other agent so appointed by the Board of Directors shall have the power to perform all the duties of the office to which he is so appointed to be assistant, or as to which he is so appointed to act, except as such power may be otherwise defined or restricted by the Board of Directors.
4.11. Salaries. The salaries of the principal officers shall be fixed from time to time by the Board of Directors or by a duly authorized committee thereof, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.
ARTICLE V. CONTRACTS, LOANS, CHECKS
AND DEPOSITS; SPECIAL CORPORATE ACTS
5.01. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the corporation, and such authorization may be general or confined to specific instances. In the absence of other designation, all deeds, mortgages and instruments of assignment or pledge made by the corporation shall be executed in the name of the corporation by the President or one of the Vice-Presidents and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer; the Secretary or an Assistant Secretary, when necessary or required, shall affix the corporate seal thereto; and when so executed no other party to such instrument or any third party shall be required to make any inquiry into the authority of the signing officer or officers.
5.02. Loans. No indebtedness for borrowed money shall be contracted on behalf of the corporation and no evidences of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. Such authorization may be general or confined to specific instances.
5.03. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed-by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by or under the authority of a resolution of the Board of Directors.
5.04. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as may be selected by or under the authority of a resolution of the Board of Directors.
5.05. Voting of Securities Owned by this Corporation. Subject always to the specific directions of the Board of Directors, (a) any shares or other securities issued by any other corporation and owned or controlled by this corporation may be voted at any meeting of security holders of such other corporation by the President of this corporation if he be present, or in his absence by any Vice-President of this corporation who may be present, and (b) whenever, in the judgment of the President, or in his absence, of any Vice-President, it is desirable for this corporation to execute a proxy or written consent in respect to any shares or other securities issued by any other corporation and owned by this corporation, such proxy or consent shall be executed in the name of this corporation by the President or one of the Vice-Presidents of this corporation, without necessity of any authorization by the Board of Directors, affixation of corporate seal or countersignature or attestation by another officer. Any person or persons designated in the manner above stated as the proxy or proxies of this corporation shall have full right, power and authority to vote the shares or other securities issued by such other corporation and owned by this corporation the same as such shares or other securities might be voted by this corporation.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.01. Certificates for Shares. Certificates representing shares of the corporation shall be in such form, consistent with law, as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice-President and by the Secretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except as provided in Section 6.06.
6.02. Facsimile Signatures and Seal. The seal of the corporation on any certificates for shares may be a facsimile. The signatures of the President or Vice President and the Secretary or Assistant Secretary upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent, or a registrar, other than the corporation itself or an employee of the corporation.
6.03. Signature by Former Officers. In case any officer, who has signed or whose facsimile signature has been placed upon any certificate for shares, shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.
6.04. Transfer of Shares. Prior to due presentment of a certificate for shares for registration of transfer the corporation may treat the registered owner of such shares as the person exclusively entitled to vote, to receive notifications and otherwise to have and exercise all the rights and power of an owner. Where a certificate for shares is presented to the corporation with a request to register for transfer, the corporation shall not be liable to the owner or any other person suffering loss as a result of such registration of transfer if (a) there were on or with the certificate the necessary endorsements, and (b) the corporation had no duty to inquire into adverse claims or has discharged any such duty. The corporation may require reasonable assurance that said endorsements are genuine and effective and compliance with such other regulations as may be prescribed by or under the authority of the Board of Directors.
6.05. Restrictions on Transfer. The face or reverse side of each certificate representing shares shall bear a conspicuous notation of any restriction imposed by the corporation upon the transfer of such shares.
6.06. Lost, Destroyed or Stolen Certificates. Where the owner claims that his certificate for shares has been lost, destroyed or wrongfully taken, a new certificate shall be issued in place thereof if the owner (a) so requests before the corporation has notice that such shares have been acquired by a bona fide purchaser, and (b) files with the corporation a sufficient indemnity bond, and (c) satisfies such other reasonable requirements as may be prescribed by or under the authority of the Board of Directors.
6.07. Consideration for Shares. The shares of the corporation may be issued for such consideration as shall be fixed from time to time by the Board of Directors, provided that any shares having a par value shall not be issued for a consideration less than the par value thereof. The consideration to be paid for shares may be paid in whole or in part, in money, in other property, tangible or intangible, or in labor or services actually performed for the corporation. When payment of the consideration for which shares are to be issued shall have been received by the corporation, such shares shall be deemed to be fully paid and nonassessable by the corporation. No certificate shall be issued for any share until such share is fully paid.
6.08. Stock Regulations. The Board of Directors shall have the power and authority to make all such further rules and regulations not inconsistent with the statutes of the State of Wisconsin as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the corporation.
ARTICLE VII. SEAL
7.01. The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words, "Corporate Seal."
ARTICLE VIII. AMENDMENTS
8.01. By Shareholders. These by-laws may be altered, amended or repealed and new by-laws may be adopted by the shareholders by affirmative vote of not less than a majority of the shares present or represented at any annual or special meeting of the shareholders at which a quorum is in attendance.
8.02. By Directors. These by-laws may also be altered, amended or repealed and new by-laws may be adopted by the Board of Directors by affirmative vote of a majority of the number of directors present at any meeting at which a quorum is in attendance; but no by-law adopted by the shareholders shall be amended or repealed by the Board of Directors if the by-law so adopted so provides.
8.03. Implied Amendments. Any action taken or authorized by the shareholders or by the Board of Directors, which would be inconsistent with the by-laws then in effect but is taken or authorized by affirmative vote of not less than the number of shares or the number of directors required to amend the by-laws so that the by-laws would be consistent with such action, shall be given the same effect as though the by-laws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.
ARTICLE IX
INDEMNIFICATION OF DIRECTORS AND OFFICERS
9.01. Indemnification of officers and directors.
(a) The corporation shall, in accordance with the provisions of
Section 180.044 of the Wisconsin Statutes, indemnify a director or officer of the corporation, to the extent that he or she has been successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding if he or she was a party because he or she is a director or officer of the corporation.
(b) In cases not included under Section 9.01(a), the corporation shall, in accordance with Section 180.044 of the Wisconsin Statutes, indemnify a director or officer of the corporation against liability incurred by such director or officer in a proceeding to which such director or officer was a party because he or she is a director or officer of the corporation, unless liability was incurred because the director or officer breached or failed to perform a duty he or she owes to the corporation and the breach or failure to perform constitutes any of the following:
(1) A willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director or officer has a material conflict of interest.
(2) A violation of criminal law, unless the director or officer had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful.
(3) A transaction from which the director or officer derived improper personal profit.
(4) Willful misconduct.
(c) Pursuant to Section 180.044 of the Wisconsin Statutes, the determination of whether indemnification is required under this Article IX shall be made under Section 180.046 of the Wisconsin Statutes.
9.02. Allowance of expenses as incurred. The corporation may, in accordance with Section 180.047 of the Wisconsin Statutes, make allowance for reasonable expenses of a director or officer of the corporation as such expenses are incurred.
9.03. Additional rights to indemnification and allowance expenses. The corporation may, in accordance with Section 180.049 of the Wisconsin Statutes, grant additional rights to indemnification and allowance of expenses.
9.04. Indemnification and allowance of expenses of employees and agents. The corporation may, in accordance with Section 180.056 of the Wisconsin Statutes, indemnify and allow reasonable expenses of an employee or agent of the corporation who is not a director or officer of the corporation to the extent provided by the articles of incorporation or by-laws, by general or specific action of the board of directors or by contract.
9.05. Insurance. As provided in Section 180.058 of the Wisconsin Statutes, the corporation may purchase and maintain insurance on behalf of an individual who is an employee, agent, director or officer of the corporation against liability asserted against or incurred by the individual in his or her capacity as an employee, agent, director or officer of the corporation or arising from his or her status as an employee, agent, director or officer of the corporation, regardless of whether the corporation is required or authorized to indemnify or allow expenses to the individual against the same liability under this Article IX.
9.06. Definitions. Terms used in this Article IX and which are specifically defined in the Wisconsin Business Corporation Law as amended (including, without limitation, the terms defined under Section 180.042 of the Wisconsin Statutes) shall have, for purposes of this Article IX, the meanings assigned to them under the Wisconsin Business Corporation Law as amended.
9.07. Intent. This Article IX is intended to authorize indemnification in accordance with the Wisconsin Business Corporation Law as amended and shall be construed and applied to carry out such intent.

EXHIBIT 3.5
ARTICLES OF INCORPORATION
The undersigned incorporator hereby adopts the following articles of incorporation for the purpose of forming a corporation (the "corporation" under the "Wisconsin Business Corporation Law", Chapter 180 of the Wisconsin Statutes:
Article 1. Name: The name of the Corporation is Summit Performance Systems, Inc.
Article 2. Authorized Shares: The aggregate number of shares that the corporation shall have authority to issue is 9000 shares. The corporation's authorized shares shall consist of one class only and shall be designated as common stock ("common stock"). Each share of common stock shall have no par value.
Article 3. Registered Office and Registered Agent: The registered agent is Timothy M. Dempsey. The street address of the corporation's initial registered office is 2307 Oregon St., Oshkosh, WI 54903.
Article 4. Incorporator: The name and address of the incorporator of the corporation is Timothy M. Dempsey, 1 Pearl Ave., Oshkosh, WI 54902.

EXHIBIT 3.6
BY-LAWS
OF
SUMMIT PERFORMANCE SYSTEMS, INC.
Article I. Shareholders
Section 1. Meetings of shareholders shall be held at the registered office of the corporation unless another place shall have been determined by the directors and stated in the notice of meeting. Annual meetings shall be held on the fourth Monday of January, at 3:00 p.m., unless a holiday, and then on the next business day.
Article II. Directors
Section 1. The number of directors shall be not less than one (1) nor more than five (5).
Section 2. A regular meeting of the Board of Directors shall be held without notice immediately following the annual meeting of shareholders and at the same place. The Board of Directors may provide for the holding without notice of additional regular meetings.
Section 3. Special meetings of the Board of Directors may be called by the President or any director on 24 hour notice given personally or by telephone or telegraph or on four days' notice by mail. Special meetings shall be held at the place fixed by the Board of Directors for the holding of meetings, or if no such place has been fixed, at the principal business office of the corporation.
Section 4. At any meetings of the Board of Directors, regular or special, one-half of the entire Board shall constitute a quorum. Any one or more members of the Board of Directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting of the Board of Directors.
Article III. Officers
Section 1. The officers of the corporation shall be a President, a Vice President, a Secretary and a Treasurer, who shall be elected annually at the regular meeting of the Board of Directors held after the annual meeting of shareholders and shall hold office only so long as they are satisfactory to the Board of Directors.
Section 2. The President shall be the principal executive officer of the corporation to put into effect the decisions of the Board of Directors. Subject to such decisions, he shall supervise and control the business and affairs of the corporation. He shall preside at meetings of the shareholders and directors.
Section 3. Subject to any specific assignments of duties made by the Board of Directors, the Vice President, Secretary and Treasurer shall act under the direction of the President. The Vice President shall perform the duties of the President when the President is absent or unable to act. The Secretary shall prepare and keep minutes of the meetings of the shareholders and the directors and shall have general charge of the stock records of the corporation. The Treasurer shall have custody of the funds of the corporation and keep its financial records.
Article IV. Miscellaneous
Section 1. The Board of Directors may authorize any officer or agent to enter into any contract or to execute any instrument for the corporation. Such authority may be general or be confined to specific instances.
Section 2. No officer may borrow money from the corporation from any source other than Oshkosh Truck Corporation, a Wisconsin corporation, unless authorized by the Board of Directors.
Section 3. Certificates representing shares of the corporation shall be in such form as the Board of Directors shall determine. Transfers of shares shall be made only on the stock transfer books of the corporation.
Article V. Action Without Meeting
Section 1. Any action required or permitted to be taken by the Board of Directors or the shareholders at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all directors or shareholders, as the case may be.
Article VI. Stock Transfer Restriction
Section 1. In the event the corporation makes a valid election pursuant to Sec. 1362 of the Internal Revenue Code of 1986, or any successor provision thereto, to be treated as an S Corporation, no shareholder of the corporation shall, without the proper written consent of shareholders holding more than fifty percent (50%) of the outstanding stock of the corporation, transfer any shares of the corporation's stock to any person who, by reason of being a shareholder of the corporation, will (or may by reason of failure to execute required elections or consents) cause a termination of the corporation's election to be treated as an S Corporation.
Article VII. Checks, Notes and Drafts
Unless the Board of Directors otherwise provides checks, notes, drafts and other orders for payment of money may be signed by any one officer of less than $5,000 in amount, and otherwise the signature of such officer shall be countersigned by another officer.
Article VIII. Amendments
Section 1. These By-Laws may be altered, amended or repealed and new by-laws may be adopted by the Board of Directors or by the shareholders.

EXHIBIT 3.7
ARTICLES OF INCORPORATION
OF
McNEILUS COMPANIES, INC,
ARTICLE I
The name of this corporation shall be McNeilus Companies, Inc.
ARTICLE II
The nature of the business or objects or purpose to be transacted,
promoted or carried on are to do any or all of the things herein mentioned
as fully and to the same extent as natural persons might do, and in any
part of the world, viz:
(A) This corporation is formed for and shall have general business
purposes.
(B) In addition, but not in limitation of the above general business
purposes, this corporation shall have the authority:
(1) To let, hold, acquire, mortgage, sell and convey real estate and personal property necessary or convenient to the foregoing business, including the right to hold, acquire, mortgage, pledge or dispose of shares, bonds, securities and other evidences of indebtedness of any foreign or domestic corporation including its own, or of individuals; and including the right and authority to let, hold, acquire, mortgage, sell, convey and lease to others, real estate and personal property for any purpose whatsoever.
(2) To apply for, obtain, register, lease, purchase or otherwise to acquire, and to hold, use, own, operate and introduce and to sell, assign or otherwise dispose of any trademarks, trade names, patents, inventions, improvements and processes used in connection with or secured under the Letters of Patent of the United States, or elsewhere or otherwise; and to use, exercise, develop, grant, license in respect of, or otherwise turn to account any such trademarks, patents, licenses or the like of any such property or rights.
(3) To hold, purchase or otherwise acquire, to sell, assign, transfer, mortgage, pledge or otherwise dispose of shares of capital and bonds, debentures or evidences of indebtedness created by other corporations, including its own, and while the holder thereof to exercise all rights and privileges of ownership including the right to vote thereon.
(4) To do and perform all of those things which are incidental to the foregoing business.
(5) To do any and all things set forth in this Certificate of Incorporation and to do all of the things a corporation organized under the laws of the State of Minnesota to the extent and as fully as natural persons might do so far as may be permitted by law. Provided, however, nothing herein contained shall be deemed to authorize this corporation to carry on banking business.
ARTICLE III
This corporation shall have perpetual existence.
ARTICLE IV
The location and post office address of its registered office in this
state shall be 524 Highway Street SE, Dodge Center, Minnesota 55927, and
at such other places as may be determined from time to time by the Board
of Directors.
ARTICLE V
The aggregate number of shares which this corporation shall have the
authority to issue is Ten Million (10,000,000). All shares of this
corporation shall be common shares entitled to vote and shall be of one
class and one series having equal rights and preferences in all matters.
All shares of this corporation shall be without par value, except such
shares shall be deemed to have a par value of one cent ($.01) per share
solely for the purpose of a statute or regulation imposing a tax or fee
based upon the capitalization of a corporation and a par value fixed by
the Board of Directors for the purpose of a statute or regulation
requiring the shares of a corporation to have a par value.
ARTICLE VI
(A) The management of this corporation shall be vested in a Board of
Directors composed of not less than one nor more than nine members.
(B) The directors and officers of the corporation shall hold their
offices until their successors are elected and qualified.
ARTICLE VII
(A) The Board of Directors is expressly authorized to make, alter,
amend and rescind the By-Laws of the corporation, to designate one or more
committees, each committee to consist of one or more of the Directors of
the corporation, which to the extent provided in the resolution, or in the
By-Laws, shall have and may exercise powers of the Board of Directors in
the management of the business and affairs of the corporation. Such
committee or committees shall have such name or names as may be stated in
the By-Laws of the corporation or as may be determined from time to time
by resolutions adopted by the Board of Directors. The Board of Directors
shall further have the power to fill any vacancy in any executive office
or Board of Directors, until the next annual meeting.
(B) Any action required or permitted to be taken at a meeting of the
Board of Directors may be taken by written action signed by the number of
Directors required to take the same action at a meeting of the Board of
Directors at which all Directors were present.
ARTICLE VIII
(A) No Director of the Corporation shall be personally liable to the
corporation or its shareholders for monetary damages or breach of
fiduciary duty as a Director notwithstanding any provision of law imposing
such liability; provided, however, that, to the extent provided by
applicable law, this paragraph shall not eliminate or limit the liability
of a Director,
(1) for any breach of the Director's duty of loyalty to
the corporation or its shareholders,
(2) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation
of law,
(3) under Section 302A.559 or 80A.23, or
(4) for any transactions from which the Director derived
an improper personal benefit.
No amendment or repeal of this paragraph shall apply to or have any
effect on the liability or alleged liability of any Director of the
Corporation for or with respect to any such acts or omissions of such
Director occurring prior to such amendment or repeal.
ARTICLE IX
The name and post office address of the incorporator is: Thomas A.
Winkels, 504 Meadowlark Lane, Dodge Center, Minnesota 55927.

EXHIBIT 3.8
BY-LAWS
OF
MCNEILUS COMPANIES, INC.
Name
(1) The name of this corporation is McNeilus Companies, Inc.
Office
(2) The principal office of the corporation shall be at Dodge Center, Minnesota. The corporation may establish and maintain any office or offices at such other places as the Board of Directors may from time to time appoint, or as the business of the corporation may acquire.
Corporate Seal
(3) The corporate seal of the corporation shall be circular in form and shall have subscribed thereon the name of the corporation and the words "Seal", "Corporate", and "Minnesota".
Waiver of Notice
(4) Any shareholder, Director, or officer may waive any notice required to be given under these By-Laws.
Shareholders' Meetings
(5)(A) All meetings of the shareholders shall be held at the office of the corporation in Dodge Center, Minnesota, or at such other place as the Board of Directors may previously determine.
(5)(B) The annual meeting of the shareholders shall be held on the second Thursday in June of each year, the first annual meeting to be held on the 14th of June, 1990, if not a legal holiday, and if a legal holiday then on the next secular day following at 2:00 o'clock p.m. when the shareholders shall elect a Board of Directors by plurality vote by ballot and transact such other business as may be brought before the meeting.
(5)(C) The holders of the majority of the shares issued and outstanding present in person or represented by proxy shall be requisite and shall constitute a quorum at all meetings of the shareholders for the transaction of business. If, however, such majority shall not be present at any meeting of the shareholders, the shareholders present in person or by proxy shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting until the requisite amount of shares shall be present. At such adjourned meeting at which the requisite amount of shares shall be represented, any business may be transacted which might have been transacted at the meeting as originally notified. If such a majority is present when a duly called or held meeting is convened, the shareholders who are in attendance at such meeting may continue to transact business until adjournment even though the withdrawal of a number of shareholders originally present leaves less than the proportion or the number otherwise required for a quorum.
(5)(D) At each meeting of the shareholders each shareholder shall be entitled to vote in person or by proxy, appointed by an instrument in writing subscribed by such shareholder, and shall have one vote for each share registered in his name.
(5)(E) Written notice of the annual or a special meeting shall be mailed to each shareholder at such address as appears on the share book of the corporation at least seven days prior to the meeting. Such notice, containing the date, time and place of such meeting shall be given at least seven (7) and not more than sixty (60) days before the date of the meeting.
(5)(F) Special meetings of the shareholders may be called for any purpose at any time by the Chairman, President, Treasurer, or by two or more Directors. Special meetings of the shareholders may also be called by a shareholder or shareholders holding ten percent (10%) or more of the voting power of all shares of this corporation entitled to vote to the extent provided by law. Special meetings shall be held on a date and at the time and place fixed by the Chairman, President, Treasurer, or by the Board of Directors, except that if a special meeting of the shareholders is properly demanded by a shareholder or shareholders, the Chairman, President, Treasurer, or the Board of Directors shall within thirty (30) days after receipt of such demand fix the time and place for such special meeting which shall be held within ninety days after receipt of such demand. Notice setting forth the date, time, and place of such meeting and a statement of the purposes of the meeting shall be given to all shareholders entitled to such notice under paragraph (5)(E) immediately above at least seven (7) days and not more than sixty (60) days before the date of the meeting. The business transacted at a special meeting is limited to the purposes stated in the notice of the meeting. Any business transacted at a special meeting that is not included in those stated purposes is voidable by or on behalf of the corporation, unless all the shareholders have waived notice of the meeting to the extent permitted by law.
(5)(G) Except where a larger proportion or number is required by law, the shareholders may take action by the affirmative vote of a majority of the voting power of the shares present and entitled to vote at a duly held meeting.
(5)(H) Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all the shareholders entitled to vote on that action. The written action is effective when it has been signed by all the shareholders, unless a different effective time is provided in the written action.
Directors
(6) The property and business of the corporation shall be managed by its Board of Directors, not less than one nor more than nine in number, who shall be elected annually at the annual meeting and who shall serve until his successor shall be elected and shall qualify. Said Board of Directors may exercise all powers of the corporation and do all such lawful acts and things as are not by statute or by Certificate of Incorporation or by these By-Laws directed or required to be exercised and done by the shareholders.
Directors' Meetings
(7)(A) The Board of Directors shall meet at the office of the corporation immediately following the annual meeting of the shareholders or otherwise and no notice of such meeting shall be necessary. Special meetings of the Board may be called by the Chairman, President or Treasurer, on one day's notice to each Director, either personally or by mail, telegram or telephone. Special meetings shall be called by the Chairman, President, Treasurer, or the Secretary, on like notice, upon request of two Directors.
(7)(B) At all meetings of the Board a majority of the Board of Directors shall be necessary and sufficient to constitute a quorum. If a quorum is present when a duly called or held meeting is convened, the directors who are in attendance at such meeting may continue to transact business until adjournment, even though the withdrawal of a number of Directors originally present leaves less than the proportion or number otherwise required for a quorum.
(7)(C) Except where a larger proportion or number is required by law, the Board of Directors may take action by the affirmative vote of the majority of the Directors present at a duly held meeting.
(7)(D) Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by the number of Directors required to take the same action at a meeting of the Board of Directors at which all Directors were present. The written action is effective when signed by the required number of Directors, unless a different effective date is provided in the written action. When written action is taken by less than all of the Directors, all Directors shall be notified immediately of its text and effective date, except that failure to provide such notice does not invalidate the written action.
(7)(E) A Director may give advance written consent or opposition to a proposal to be acted on at a Board meeting. If the Director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the Director has consented or objected.
(7)(F)(1) A conference among Directors by any means of communication through which the Directors may simultaneously hear each other during the conference constitutes a Board meeting, if the same notice is given of the conference as would be required by paragraph (7) (A) for a meeting, and if the number of Directors participating in the conference would be sufficient to constitute a quorum at a meeting. Participation in a meeting by that means constitutes presence in person at the meeting.
(7)(F)(2) A director may participate in a Board meeting not described in the preceding paragraph by any means of communication through which the Director, other Directors so participating, and all Directors physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by that means constitutes presence in person at the meeting.
Committees
(8) The Board of Directors may, by resolution or resolutions passed by the Board, designate one or more committees, each committee to consist of one or more Directors of the corporation, which, to the extent provided in said resolution or resolutions or by these By-Laws, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation and may have power to authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in these By-Laws or as may be determined from time to time by a resolution adopted by the Board of Directors. They shall keep regular minutes of their meetings and report the same to the Board at each regular meeting.
Officers
(9)(A) The Board of Directors shall elect from its number a Chairman and President. It likewise may elect one or more Vice Presidents, a Secretary and a Treasurer, who need not be Directors and may appoint assistant Secretaries and assistant Treasurers. The Board of Directors may create such other offices as it determines and appoint persons to fill such offices and fill vacancies in any office. In the absence of any officer of the corporation, or with or without cause, a majority of the Board may delegate the powers or duties of such officer to any other officer, or to any Director.
(9)(B) The officers of the corporation shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed at any time by an affirmative vote of the majority of the Board of Directors.
(9)(C) The Chairman of the Board shall be the Chief Executive Officer of the corporation. Subject to the control of the Board of Directors, he shall supervise the President and be responsible, through the President, for the control of all of the business and affairs of the corporation. In the absence of the President or otherwise, he shall have continuing general powers of supervision and management of the corporation. When present, he shall preside at all meetings of the shareholders and of the Board of Directors. He shall see that all resolutions and orders of the Board of Directors and its committees are carried into effect. He shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the ordinary business of the corporation, or which shall be authorized by resolution of the Board of Directors. Except as otherwise provided by law or the Board of Directors, he also may authorize the President, any Vice President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his place and stead. In general he shall have the powers of supervision of the business of the corporation.
(9)(D) The President shall be the Chief Operating Officer of the corporation. Subject to the control of the Board of Directors and the supervision of the Chairman of the Board, he shall have the general management and control of the business of the corporation. In the absence of the Chairman of the Board he may preside at all meetings of the shareholders and of the Board of Directors. He shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the corporation as he shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President. In the absence of the Chairman of the Board he shall have authority to sign, execute, and acknowledge on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases reports and all other documents or instruments necessary or proper to be executed in the course of the ordinary business of the corporation, or which shall be authorized by resolution of the Board of Directors. Except as otherwise provided by law or the Board of Directors, in the absence of the Chairman of the Board he may authorize any Vice President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his place and stead. In general he shall have the powers and duties usually vested in the office of the president of a corporation, except for those which are vested in the Chairman of the Board by paragraph (9)(C).
(9)(E) A Vice President shall have the powers and duties incident to that office and shall have such other powers and duties as may be prescribed by the Chairman of the Board, the President or the Board of Directors. The Board of Directors may designate a Vice President as the Chief Financial Officer of the corporation, in which event he shall have responsibility for all financial matters that affect the corporation other than those expressly provided for the Treasurer. In the event of the incapacity of the President, he shall perform the duties of the President or such other duties as the Board of Directors may prescribe.
(9)(F)(1) The Secretary shall keep minutes of all meetings of the Directors. He shall be the ex officio Secretary of the Board of Directors. He shall give, or cause to be given, notices of all meetings of the shareholders of the corporation and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, Chairman or President, under whose supervision he shall be.
(9)(F)(2) The Secretary shall keep a share book containing names of all shareholders of record since organization of the company, showing place of residence, amount of shares held, time of acquiring shares, and time of transfer of shares of each shareholder respectively, and also number and designation of each share certificate and parties by and to whom transferred, and a copy of any agreement between the corporation and shareholders or between the shareholders themselves affecting the transfer of the corporation's shares.
(9)(G) The Treasurer shall have custody of all monies and securities of the corporation, and shall keep adequate and correct accounts of the corporation's receipts and disbursements, including records of customers' credits and collections. The funds of the corporation shall be deposited in the name of the corporation by the Treasurer in such depositories as the Board of Directors may from time to time designate. He or she shall have such other powers and perform such other duties as are assigned to or vested in him or her by the Board of Directors.
Vacancies
(10)(A) If the office of any Director becomes vacant by reason of death, resignation, retirement, disqualification, removal or otherwise, the remaining Directors, by a majority vote, shall choose a successor or successors who shall hold office until the next annual election and until a successor has been re-elected unless sooner displaced.
(10)(B) In the case of absence of any officer of the corporation or for any other reason that the Board may deem sufficient, the Board may delegate the powers or duties of any of such officers to any Director, provided a majority of the entire Board concur therein.
Indemnification
(11)(A) This corporation shall, in the exercise of the power granted to Minnesota corporations by Section 302A.521, of the Minnesota Statutes, as now enacted and as hereafter amended, indemnify its officers, directors, employees and agents, acting in their official capacity, in the manner and to the fullest extent authorized by Minnesota Statute 302A.521.
(11)(B) The indemnification provided by this By-Law shall not exclude any other right to which an officer, director, employee or agent may be entitled under any agreement, vote of disinterested Directors or otherwise, as to action in his or her "official capacity" as such term is defined in Minnesota Statute 302A.521, and shall not imply that the corporation may not provide lawful indemnification not expressly provided for in this By-Law.
(11)(C) This corporation may purchase and maintain insurance on behalf of any officer, director, employee or agent against any liability incurred by him or her in his or her official capacity, whether or not the corporation would be required to indemnify him or her as to such liability.
(11)(D) If the corporation indemnifies a person in accordance with this section in connection with a proceeding by or on behalf of the corporation, it shall report the amount of the indemnification and to whom and on whose behalf it was paid as part of any annual financial statements prepared pursuant to the request of a shareholder, covering the period when the indemnification was paid or accrued under the accounting method of the corporation reflected in the financial statement. See Minnesota Statutes Section 302A.521 Subd. 8 and Section 302A.463.
Limitations of Liability of Directors
(12)(A) No Director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages or breach of fiduciary duty as a Director notwithstanding any provision of law imposing such liability; provided, however, that, to the extent provided by applicable law, this paragraph shall not eliminate or limit the liability

of a Director,

     (12)(B)(1)     for any breach of the Director's duty of loyalty to
                    the corporation or its shareholders,

     (12)(B)(2)     for acts or omissions not in good faith or which
                    involve intentional misconduct or a knowing violation
                    of law,

     (12)(B)(3)     under Section 302A.559 or 80A.23, or

     (12)(B)(4)     for any transactions from which the Director derived
                    an improper personal benefit.	

Certificates of Shares
(13)(A) The share certificates of the corporation shall be numbered and shall be entered in the share books of the corporation as they are issued. They shall exhibit the holder's name and number of shares and shall be signed by the Chairman, President or a Vice President and the Secretary or Treasurer and shall bear the seal of the corporation.
(13)(B) Transfers of shares shall be made on the share books of the corporation only upon surrender of the certificate therefor, endorsed as required by the Uniform Act for the Simplification of Fiduciary Security Transfers, Minn. Stat. Section Section 520.21 to 520.31, by the person named in the certificate or by an attorney lawfully constituted in writing.
(13)(C) The Board may close the transfer books for a period not exceeding twenty (20) days preceding the annual meeting of the shareholders.
(13)(D) The corporation shall be entitled to treat the registered holder of any share as the absolute owner thereof, and accordingly shall not be bound to recognize any equitable or other claim to, or interest in, such share, on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the State of Minnesota.
(13)(E) Any person claiming a share certificate to be lost or destroyed, shall (1) make an affidavit or affirmation of that fact, and
(2) if the Board of Directors so requires, duly advertise the same and give the corporation a corporate surety bond of indemnity in form satisfactory to the Board in at least double the value of such certificate, whereupon the proper officers may issue a new certificate of the same tenor with the one alleged to be lost or destroyed, but always subject to the approval of the Board of Directors and the laws of Minnesota.
Dividends
(14) Dividends upon the capital shares of the corporation may be declared by the Board of Directors at any regular or special meeting pursuant to law. Dividends may be paid in cash, property, or in shares of capital.
Fiscal Year
(15) The fiscal year of the corporation shall end on the last day of February in each year, or as the Board of Directors may otherwise determine.
Contracts
(16) No contract or other transaction between the corporation and any other person or persons, firm or corporation shall be affected or invalidated by reason of the fact that any one or more of the Directors or officers of this corporation is, or are, interested in, or is a member, shareholder, Director or officer, or are members, shareholders, Directors, or officers of such other firm or corporation; any Director or officer or officers of such other firm individually, or jointly, may be party or parties to, or may be interested in, any contract or transaction of this corporation or in which this corporation is interested; and no contract or transaction of this corporation with any person or persons, firm association or corporation shall be affected or invalidated by reason of the fact that any Director or Directors, officer or officers, of this corporation is a party, or are parties to or interested in, such contract, act or transaction, or in any way connected with such person or persons, firm, association or corporation, and each and every person who may become a Director or officer of this corporation is hereby relieved from any liability that might otherwise exist from this contracting with this corporation for the benefit of himself or any firm, association, or corporation in which he may be in any wise interested.
Checks and Notes
(17) Checks, drafts, orders for payment of money and promissory notes shall be signed or endorsed in the name of the corporation by such person or persons as the Board of Directors by resolution shall from time to time appoint.
Amendments
(18) These By-Laws may be altered or amended by the Board of Directors at any meeting by an affirmative vote of the majority of the whole Board of Directors. They may also be altered or amended at any meeting of the shareholders by the affirmative vote of a majority of the shares issued and outstanding.
Prohibition Against Doing Business on Saturdays
(19) No business of this corporation shall be conducted between sundown on Friday night and sundown on Saturday night at any time.
--End of By-Laws--

EXHIBIT 3.9
RESTATED AND AMENDED ARTICLES OF INCORPORATION OF
McNEILUS TRUCK AND MANUFACTURING, INC.,
A MINNESOTA CORPORATION
These Restated and Amended Articles of Incorporation supersede and take the place of the original Articles of Incorporation, as previously amended, of this corporation.
ARTICLE I.
The name of this corporation is McNeilus Truck and Manufacturing, Inc.
ARTICLE II.
The purpose for which the corporation is formed for general business purposes.
ARTICLE III.
Its duration shall be perpetual.
ARTICLE IV.
The location and post office address of its registered office in this State is 524 Highway Street NE, Dodge Center, Minnesota 55927.
ARTICLE V.
The amount of stated capital with which the corporation shall begin business shall not be less than One Thousand Dollars ($1,000.00).
ARTICLE VI.
(A) The total number of shares is 200,000, having no par value, such shares to be of one class only known as common stock, each share being entitled to one vote.
(B) No shareholder shall have any preemptive rights to subscribe for, purchase, or acquire any shares of this corporation, whether issued or unissued, or whether now or hereafter authorized, or any obligations or other securities convertible into or exchangeable for such shares, and to the extent permitted by law all such shares, obligations, or other securities convertible into or exchangeable for such shares may be issued and disposed of by the Board of Directors on such terms and for such consideration as the Board of Directors, in its sole discretion, may determine.
(C) No shareholder shall have the right to cumulate his or her votes in any election of directors of this corporation.
ARTICLE VII.
The management of this corporation shall be vested in a Board of Directors composed of not less than one nor more than seven members, but the number may be increased through by-laws to be adopted by the shareholders, which by-laws max fix the number, qualifications, classification and terms of office of directors. The names, post office addresses, and terms of office of the members of the Board of Directors are:
Garwin McNeilus, Rural Route #1, Dodge Center, Minnesota 55927.
Denzil D. McNeilus, Rural Route #1, Dodge Center, Minnesota 55927.
Marilee A. McNeilus, Rural Route #1, Dodge Center, Minnesota 55927.
Dennis G. McNeilus, Rural Route #1, Dodge Center, Minnesota 55927.
They shall hold office until their successors have been elected and qualify.
ARTICLE VIII.
No director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages or breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability; provided, however, that, to the extent provided by applicable law, this paragraph shall not eliminate or limit the liability of a director,
(i) for any breach of the director's duty of loyalty to the corporation or its shareholders,
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Minnesota Statutes Sections 302A.559 or 80A.23, or
(iv) for any transactions from which the director derived an improper personal benefit.
No amendment to or repeal of this paragraph shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any such acts or omissions of such director occurring prior to such amendment or repeal.
ARTICLE IX.
The authority to make or alter by-laws, subject to the power of shareholders to change or repeal the same, is vested in the Board of Directors.
ARTICLE X.
The name and post office address of the incorporator is:
Garwin McNeilus, Rural Route #1, Dodge Center, Minnesota 55927

EXHIBIT 3.10
AMENDED BY-LAWS
OF
MCNEILUS TRUCK AND MANUFACTURING, INC.
These Amended By-Laws shall supersede and replace all prior By-Laws and any amendments thereto of this corporation.
Office
(1) The registered office of the corporation may be, but need not be identical with the principal office in the State of Minnesota. The corporation may have such other offices, either within or without the State of Minnesota, as the Board of Directors may designate or as the business of the corporation may require.
Notice of Meeting
(2) Notice of each meeting of the directors and shareholders shall state the time and place and in case of a special meeting, the purpose. Whenever notice is required to be given to the directors or shareholders of the company, such notice may either be personal or written. Failure to give notice of the annual meeting of the directors or shareholders shall not invalidate any action taken at said meeting if held at the place and time specified in these By-Laws.
Waiver of Notice
(3) Notice of time, place and purpose of any meeting of the directors or shareholders may be waived, in writing, by any director or shareholder at such meeting, if all of the directors or shareholders are in attendance at such meeting; any meeting at which all directors or shareholders shall not be in attendance and which notice of is waived by those in attendance or has been waived by such absent directors or shareholders in writing prior to or after such meeting, shall be a legal meeting for the transaction of business, notwithstanding such notice as herein provided has not been given. Appearance at a meeting is deemed a waiver unless it is solely for the purpose of asserting the illegality of the meeting.
Adjournment
(4) Any meeting of the directors or shareholders may be adjourned to another time or place within or without the State. No further notice as to such adjourned meeting need be given other than the announcement at the meeting adjourned.
Quorum
(5) The presence of a majority of the directors and the presence, in person or by proxy, of the holders of a majority of the shares entitled to vote shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting may be adjourned from time to time. The directors and shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors or shareholders to leave less than a quorum.
Shareholders' Meeting
(6) All meetings of the shareholders shall be held at the principal office of the corporation or at such other place as the Board of Directors may previously determine.
(7) The annual meeting of the shareholders shall be held on the second Thursday in June of each year, if not a legal holiday, and if a legal holiday then on the next secular day following at 2:00 P.M. or at such other date and time as designated by the Board of Directors and stated in the notice, when the shareholders shall elect a Board of Directors by plurality vote by ballot and transact such other business as may be brought before the meeting.
(8) Special meeting of the shareholders of this corporation shall be held whenever called by (i) the Chairman, (2) the President (3) a majority of the Board of Directors, or (4) whenever one or more shareholders who are entitled to vote and who hold at least 50% of the issued and outstanding voting shares make written application therefor to the Secretary, stating the time, place, and purpose of the meeting called.
(9) Notice of all shareholders' meetings shall be given by the Chairman, President, or Secretary, not less than five (5), nor more than ten (10) days prior to the date of the meeting, to each shareholder of record at his or her address as it appears on the share books of the corporation, unless he or she shall have filed with the Secretary of the corporation a written request that notice intended for him or her be mailed to some other address, in which case it shall be mailed to the address designated in such request.
Board of Directors
(10) The property and business of the corporation shall be managed by its Board of Directors, not less than one nor more than nine in number, who shall be elected annually at the annual meeting and who shall serve until his or her successor shall be elected and shall qualify. Said Board of Directors may exercise all powers of the corporation and do all such lawful acts and things as are not by statute or by Certificate of Incorporation or by these By-Laws directed or required to be exercised and done by the shareholders.
(11) The annual meeting of the Board of Directors shall be held upon notice, immediately after, and at the same place as, the annual meeting of the shareholders.
(12)(A) Special meetings of the Board of Directors may be called by or at the request of the Chairman or President and shall be called by either the Chairman, President, or the Secretary, upon written request of a majority of the directors. Notice of such meeting shall be given at least three (3) days before the date of the meeting.
(12)(B) A director may give advanced written consent or opposition to proposal to be acted on at a Board meeting. If the director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor of or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected.

(12)(C)(i)     A conference among directors by any means of
               communication through which the directors may
               simultaneously hear each other during the conference
               constitutes a Board meeting, if the same notice is
               given of the conference as would be required by
               paragraph (12)(A) for a meeting, and if the number of
               Directors participating in the conference would be
               sufficient to constitute a quorum at a meeting.
               Participation in a meeting by that means constitutes
               presence in person at the meeting.

(12)(C)(ii)    A  director may participate in a Board meeting not
               described in the preceding paragraph by any means of
               communication through which the director, other
               directors so participating, and all directors
               physically present at the meeting may simultaneously
               hear each other during the meeting.  Participation in
               a meeting by that means constitutes presence in person
               at the meeting.	

Officers
(13) The Board of Directors shall elect from its number a Chairman and President. It likewise may elect one or more Vice Presidents, a Secretary and a Treasurer who need not be directors, and may appoint assistant Secretaries and assistant Treasurers. The Board of Directors may create such other offices as it determines and appoint persons to fill such offices and fill vacancies in any office. In the absence of any officer of the corporation, or with or without cause, a majority of the Board may delegate the powers or duties of such officer to any other officer, or to any director.
(14) The Chairman of the Board shall be the Chief Executive Officer of the corporation. Subject to the control of the Board of Directors, he shall supervise the President and be responsible, through the President, for the control of all of the business and affairs of the corporation. In the absence of the President or otherwise, he shall have continuing general powers of supervision and management of the corporation. When present, he shall preside at all meetings of the shareholders and of the Board of Directors. He shall see that all resolutions and orders of the Board of Directors and its committees are carried into effect. He shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the ordinary business of the corporation, or which shall be authorized by resolution of the Board of Directors. Except as otherwise provided by law or the Board of Directors, he also may authorize the President, any Vice President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his place and stead. In general he shall have the powers of supervision of the business of the corporation.
(15) The President shall be the Chief Operating Officer of the corporation. Subject to the control of the Board of Directors and the supervision of the Chairman of the Board, he shall have the general management and control of the business of the corporation. In the absence of the Chairman of the Board he may preside at all meetings of the shareholders and of the Board of Directors. He shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the corporation as he shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President. In the absence of the Chairman of the Board he shall have authority to sign, execute, and acknowledge on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases reports and all other documents or instruments necessary or proper to be executed in the course of the ordinary business of the corporation, or which shall be authorized by resolution of the Board of Directors. Except as otherwise provided by law or the Board of Directors, in the absence of the Chairman of the Board he may authorize any Vice President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his place and stead. In general he shall have the powers and duties usually vested in the office of the president of a corporation, except for those which are vested in the Chairman of the Board by paragraph (14).
(16) A Vice President shall have the powers and duties incident to that office and shall have such other powers and duties as may be prescribed by the Chairman of the Board, the President or the Board of Directors. The Board of Directors may designate a Vice President as the Chief Financial Officer of the corporation, in which event he shall have the responsibility for all financial matters that affect the corporation other than those expressly provided for the Treasurer. In the event of the incapacity of the President, he shall perform the duties of the President or such other duties as the Board of Directors may prescribe.
(17)(A) The Secretary shall keep minutes of all meetings of the Directors. He shall be ex officio Secretary of the Board of Directors. He shall give, or cause to be given, notices of all meetings of the shareholders of the corporation and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, Chairman or President, under whose supervision he shall be.
(17)(B) The Secretary shall keep a share book containing names of all shareholders of record since organization of the company, showing place of residence, amount of shares held, time of acquiring shares, and time of transfer of shares of each shareholder respectively, and also number and designation of each share certificate and parties by and to whom transferred, and a copy of any agreement between the corporation and shareholders or between the shareholders themselves affecting the transfer of the corporation's shares.
(18) The Treasurer shall have custody of all monies and securities of the corporation, and shall keep adequate and correct accounts of the corporation's receipts and disbursements, including records of customers' credits and collections. The funds of the corporation shall be deposited in the name of the corporation by the Treasurer in such depositories as the Board of Directors may from time to time designate. He or she shall have such other powers and perform such other duties as are assigned to or vested in him or her by the Board of Directors.
(19) Any director or officer may resign his or her office at any time. All resignations shall be made in writing and take effect from the time of their receipt by the corporation, unless some time be fixed in the resignation, and then from that date. The acceptance of a resignation shall not be required to make it effective.
Share Certificates
(20) The share certificates of the corporation shall be numbered and shall be entered in the share books of the corporation as they are issued. They shall exhibit the holder's name and number of shares and shall be signed by the President or a Vice President and the Secretary or Treasurer and shall bear the seal of the corporation.
(21) Transfers of shares shall be made on the share books of the corporation only upon surrender of the certificate therefor, endorsed as required by the Uniform Act for the Simplification of Fiduciary Security Transfers, Minn. Stat. Sections 520.21 to 520.31, by the person named in the certificate or by an attorney lawfully constituted in writing.
(22) The Board may close the transfer books for a period not exceeding twenty (20) days preceding the annual meeting of the shareholders.
(23) The corporation shall be entitled to treat the registered holder of any share as the absolute owner thereof, and accordingly shall not be bound to recognize any equitable or other claim to, or interest in, such share, on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the State of Minnesota.
(24) Any person claiming a share certificate to be lost or destroyed, shall (i) make an affidavit or affirmation of that fact, and (2) if the Board of Directors so requires, duly advertise the same and give the corporation a corporate sure bond of indemnity in form satisfactory to the Board in at least double the value of such certificate, whereupon the proper officers may issue a new certificate of the same tenor with the one alleged to be lost or destroyed, but always subject to the approval of the Board of Directors and the laws of Minnesota.
Dividends
(25) Dividends on the shares of the corporation, when earned, shall be declared at the discretion of the Board of Directors.
Fiscal Year
(26) The fiscal year of the corporation shall end on the last day of February in each year, or as the Board of Directors may otherwise determine.
Contracts
(27) No contract or other transaction between the corporation and any other person or persons, firm or corporation shall be affected or invalidated by reason of the fact that any one or more of the directors or officers of this corporation is, or are, interested in, or is a member, shareholder, director or officer, or are members, shareholders, directors, or officers of such other firm or corporation; any director or officer or officers of such other firm individually, or jointly, may be party or parties to, or may be interested in, any contract or transaction of this corporation or in which this corporation is interested; and no contract or transaction of this corporation with any person or persons, firm, association or corporation shall be affected or invalidated by reason of the fact that any director or directors, officer or officers, of this corporation is a party, or are parties to or interested in, such contract, act or transaction, or in any way connected with such person or persons, firm, association or corporation, and each and every person who may become a director or officer of this corporation is hereby relieved from any liability that might otherwise exist from this contracting with this corporation for the benefit of himself or any firm, association, or corporation in which he may be in anywise interested.
Amendments
(28) These By-Laws may be altered or amended by the Board of Directors at any meeting by an affirmative vote of the majority of the whole Board of Directors. They may also be altered or amended at any meeting of the shareholders by the affirmative vote of a majority of the shares issued and outstanding.
Indemnification
(29)(A) This corporation shall, in the exercise of the power granted to Minnesota corporations by Section 302A.521, of the Minnesota Statutes, as now enacted and as hereafter amended, indemnify its officers, directors, employees and agents, acting in their official capacity, in the manner and to the fullest extent authorized by Minnesota Statute 302A.521.
(29)(B) The indemnification provided by this By-Law shall not exclude any other right to which an officer, director, employee or agent may be entitled under any agreement, vote of disinterested Directors or otherwise, as to action in his or her "official capacity" as such term is defined in Minnesota Statute 302A.521, and shall not imply that the corporation may not provide lawful indemnification not expressly provided for in this By-Law.
(29)(C) This corporation may purchase and maintain insurance on behalf of any officer, director, employee or agent against any liability incurred by him or her in his or her official capacity, whether or not the corporation would be required to indemnify him or her as to such liability.
(29)(D) If the corporation indemnifies a person in accordance with this section in connection with a proceeding by or on behalf of the corporation, it shall report the amount of the indemnification and to whom and on whose behalf it was paid as part of any annual financial statements prepared pursuant to the request of a shareholder, covering the period when the indemnification was paid or accrued under the accounting method of the corporation reflected in the financial statement. See Minnesota Statutes Section 302A.521 Subd. 8 and Section 302A.46.
Limitations of Liability of Directors
(30)(A) No director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages or breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability; provided, however, that, to the extent provided by applicable law, this paragraph shall not eliminate or limit the liability

of a director,

     (30)(B)(i)     for any breach of the director's duty of loyalty to
                    the corporation or its shareholders,

     (30)(B)(ii)    for acts or omissions not in good faith or which
                    involve intentional misconduct or a knowing violation
                    of law,

     (30)(B)(iii)   under Section 302A.559 or 80A.23, or

     (30)(B)(iv)    for any transactions from which the director derived
                    an improper personal benefit.	

No amendment to or repeal of this paragraph shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any such acts or omissions of such director occurring prior to such amendment or repeal.
Prohibition Against Doing Business on Saturdays
(31) No business of this corporation shall be conducted between sundown on Friday night and sundown of Saturday night at any time.
--End of By-Laws--

EXHIBIT 3.11
ARTICLES OF INCORPORATION
OF
IOWA CONTRACT FABRICATORS, INC.
ARTICLE I
The name of this corporation shall be Iowa Contract Fabricators, Inc.
ARTICLE II
The nature of the business or objects or purpose to be transacted,
promoted or carried on are to do any or all of the things herein mentioned
as fully and to the same extent as natural persons might do, and in any
part of the world, viz:
(A) This corporation is formed for and shall have general business
purposes
(B) In addition, but not in limitation of the above general business
purposes, this corporation shall have the authority:
(1) To let, hold, acquire, mortgage, sell and convey real estate and personal property necessary or convenient to the foregoing business, including the right to hold, acquire, mortgage, pledge or dispose of shares, bonds, securities and other evidences of indebtedness of any foreign or domestic corporation including its own, or of individuals; and including the right and authority to let, hold, acquire, mortgage, sell, convey and lease to others, real estate and personal property for any purpose whatsoever.
(2) To apply for, obtain, register, lease, purchase or otherwise to acquire, and to hold, use, own, operate and introduce and to sell, assign or otherwise dispose of any trademarks, trade names, patents, inventions, improvements and processes used in connection with or secured under the Letters of Patent of the United States, or elsewhere or otherwise; and to use, exercise, develop, grant, license in respect of, or otherwise turn to account any such trademarks, patents, licenses or the like of any such property or rights.
(3) To hold, purchase or otherwise acquire, to sell, assign, transfer, mortgage, pledge or otherwise dispose of shares of capital and bonds, debentures or evidences of indebtedness created by other corporations, including its own, and while the holder thereof to exercise all rights and privileges of ownership including the right to vote thereon.
(4) To do and perform all of those things which are incidental to the foregoing business.
(5) To do any and all things set forth in this Certificate of Incorporation and to do all of the things a corporation organized under the laws of the State of Minnesota to the extent and as fully as natural persons might do so far as may be permitted by law. Provided, however, nothing herein contained shall be deemed to authorize this corporation to carry on banking business.
ARTICLE III
This corporation shall have perpetual existence.
ARTICLE IV
The location and post office address of its registered office in this
state shall be Rural Route, Box ]44, Riceville, Iowa 50466, and its
registered agent shall be Jewell Lossee.
ARTICLE V
The aggregate number of shares which this corporation shall have the
authority to issue is 100,000 of the par value of $100.00 each, which
shares shall be designated common shares, which shall be paid in at such
times and in such amounts as the Board of Directors shall determine. No
shareholder shall sell his shares or part with the title thereto except in
the manner provided or to be provided by the By-Laws. The Board of
Directors is authorized to fix or alter from time to time the dividend
rate and the redemption or liquidation price of shares.
ARTICLE VI
(A) The management of this corporation shall be vested in a Board of
Directors composed of not less than one or more than nine members.
(B) The directors and officers of the corporation shall hold their
offices until their successors are elected and qualified.
ARTICLE VII
The Board of Directors is expressly authorized to make, alter, amend
and rescind the By-Laws of the corporation, to designate one or more
committees, each committee to consist of one or more of the Directors of
the corporation, which to the extent provided in the resolution, or in the
By-Laws, shall have and may exercise powers of the Board of Directors in
the management of the business and affairs of the corporation. Such
committee or committees shall have such name or names as may be stated in
the By-Laws of the corporation or as may be determined from time to time
by resolutions adopted by the Board of Directors. The Board of Directors
shall further have the power to fill any vacancy in any executive office
or Board of Directors, until the next annual meeting.
ARTICLE VIII
The name and post office address of the incorporator of this
corporation Paul V. Sween, 105 East Oakland Avenue, P. O. Box 366, Austin,
Minnesota 55912.

EXHIBIT 3.12
BY-LAWS
OF
IOWA CONTRACT FABRICATORS, INC.
Name
(1) The name of this corporation is Iowa Contract Fabricators, Inc.
Office
(2) The principal office of the corporation shall be at Dodge Center, Minnesota. The corporation may establish and maintain any office or offices at such other places as the Board of Directors may from time to time appoint, or the business of the corporation may acquire.
Corporate Seal
(3) The corporate seal of the corporation shall be circular in form and shall have subscribed thereon the name of the corporation and the words "Seal", "Corporate", and "Minnesota".
Waiver of Notice
(4) Any shareholder, Director, or officer may waive any notice required to be given under these By-Laws.
Shareholders' Meetings
(5)(A) All meetings of the shareholders shall be held at the office of the corporation in Dodge Center, Minnesota, or at such other place as the Board of Directors may previously determine.
(5)(B) The annual meeting of the shareholders shall be held on the second Tuesday of March of each year, the first annual meeting to be held on the second Tuesday of March, 1995, if not a legal holiday, and if a legal holiday then on the next secular day following at 2:00 o'clock p.m. when the shareholders shall elect a Board of Directors by plurality vote by ballot and transact such other business as may be brought before the meeting.
(5)(C) The holders of the majority of the shares issued and outstanding present in person or represented by proxy shall be requisite and shall constitute a quorum at all meetings of the shareholders for the transaction of business. If, however, such majority shall not be present at any meeting the shareholders present in person or by proxy shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting until the requisite amount of shares shall be present. At such adjourned meeting at which the requisite amount of shares shall be represented, any business may be transacted which might have been transacted at the meeting as originally notified.
(5)(D) At each meeting of the shareholders each shareholder shall be entitled to vote in person or by proxy, appointed by an instrument in writing subscribed by such shareholder, and shall have one vote for each share registered in his name.
(5)(E) Written notice of the annual or a special meeting shall be mailed to each shareholder at such address as appears on the share book of the corporation at least seven days prior to the meeting.
(5)(F) Special meetings of the shareholders for any purpose may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors or at the request in writing of shareholders owning a majority in amount of the capital shares. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at the special meeting shall be confined to the objects stated in the call, which objects shall be set forth in the notice of special meeting.
Directors
(6)(A) The property and business of the corporation shall be managed by its Board of Directors, not less than one nor more than nine in number, who shall be elected annually at the annual meeting and who shall serve until his successor shall be elected and shall qualify. Said Board of Directors may exercise all powers of the corporation and do all such lawful acts and things as are not by statute or by Certificate of Incorporation or by these By-Laws directed or required to be exercised and done by the shareholders.
Directors' Meetings
(6)(B) The Board of Directors shall meet at the office of the corporation immediately following the annual meeting of the shareholders or otherwise and no notice of such meeting shall be necessary. Special meetings of the Board may be called by the President on one day's notice to each Director, either personally or by mail, telegram or telephone. Special meetings shall be called by the President or the Secretary and on like notice on written request of two Directors.
(6)(C) At all meetings of the Board a majority of the Board of Directors shall be necessary and sufficient to constitute a quorum.
(6)(D) A Director may give advance written consent or opposition to a proposal to be acted on at a Board meeting. If the Director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determIning the existence of a quorum, but consent or opposition shall be counted as a vote in favor or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the Director has consented or objected.
(6)(E)(1) A conference among Directors by any means of communication through which the Directors may simultaneously hear each other during the conference constitutes a Board meeting, if the same notice is given of the conference as would be required by paragraph (6)(B) for a meeting, and if the number of Directors participating in the conference would be sufficient to constitute a quorum at a meeting. Participation in a meeting by that means constitutes presence in person at the meeting.
(6)(E)(2) A Director may participate in a Board meeting not described in the preceding paragraph by any means of communication through which the Director, other Directors so participating, and all Directors physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by that means constitutes presence in person at the meeting.
Committees
(7) The Board of Directors may, by resolution or resolutions passed by the Board, designate one or more committees, each committee to consist of one or more Directors of the corporation, which, to the extent provided in said resolution or resolutions or by these By-Laws, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation and may have power to authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in these By-Laws or as may be determined from time to time by a resolution adopted by the Board of Directors. They shall keep regular minutes of their meetings and report the same to the Board at each regular meeting.
Officers
(8)(A) The officers of the corporation shall be chosen by the Directors and shall be a Chairman, President, one or more Vice Presidents, Secretary and Treasurer. The Chairman of the Board may hold at the same time the office of President and any of the officers may hold at the same time the office of Secretary or Treasurer. These officers shall be chosen by the Board of Directors at its first meeting after each annual meeting of the shareholders. The offices of Secretary and Treasurer need not be held by members of the Board. The Board may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and exercise such powers and duties as shall be determined from time to time by the Board. The Board of Directors shall have the right to fix the salaries of all officers of the corporation.
(8)(B) The officers of the corporation shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed at any time by an affirmative vote of the majority of the Board of Directors. Any vacancy shall be filled by an affirmative vote of the majority of the Board of Directors.
Chairman
(8)(C) The Chairman of the Board shall be the Chief Executive Officer of the corporation. Subject to the control of the Board of Directors, he shall supervise the President and be responsible, through the President, for the control of all of the business and affairs of the corporation. In the absence of the President or otherwise, he shall have continuing general powers of supervision and management of the corporation. When present, he shall preside at all meetings of the shareholders and of the Board of Directors. He shall see that all resolutions and orders of the Board of Directors and its committees are carried into effect. He shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the ordinary business of the corporation, or which shall be authorized by resolution of the Board of Directors. Except as otherwise provided by law or the Board of Directors, he also may authorize the President, any Vice President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his place and stead. In general he shall have the powers of supervision of the business of the corporation.
President
(8)(D) The President shall be the Chief Operating Officer of the corporation. Subject to the control of the Board of Directors and the supervision of the Chairman of the Board, he shall have the general management and control of the business of the corporation. In the absence of the Chairman of the Board he may preside at all meetings of the shareholders and of the Board of Directors. He shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the corporation as he shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President. In the absence of the Chairman of the Board he shall have authority to sign, execute, and acknowledge on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases reports and all other documents or instruments necessary or proper to be executed in the course of the ordinary business of the corporation, or which shall be authorized by resolution of the Board of Directors. Except as otherwise provided by law or the Board of Directors, in the absence of the Chairman of the Board he may authorize any Vice President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his place and stead. In general he shall have the powers and duties usually vested in the office of the president of a corporation, except for those which are vested in the Chairman of the Board by paragraph (8)(C).
Vice Presidents
(8)(E) A Vice President shall have the powers and duties incident to that office and shall have such other powers and duties as may be prescribed by the Chairman of the Board, the President or the Board of Directors. The Board of Directors may designate a Vice President as the Chief Financial Officer of the corporation, in which event he shall have responsibility for all financial matters that affect the corporation other than those expressly provided for the Treasurer.
Secretary
(8)(F) The Secretary shall attend all sessions of the Board and all meetings of the shareholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for standing committees when required. He shall give or cause to be given notice of all meetings of shareholders and of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors or the President. He and the President shall execute bonds, mortgages and other contracts requiring the seal of the corporation.
Treasurer
(8)(G) The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation.
Vacancies
(8)(H) If the office of any Director becomes vacant by reason of death, resignation, retirement, disqualification, removal or otherwise, the remaining Directors, by a majority vote, shall choose a successor or successors who shall hold office until the next annual election and until a successor has been re-elected unless sooner displaced.
(8)(I) In the case of absence of any officer of the corporation or for any other reason that the Board may deem sufficient, the Board may delegate the powers or duties of any of such officers to any Director, provided a majority of the entire Board concur therein.
Indemnification
(9)(A) The corporation, acting through its Board of Directors or as otherwise permitted by law, may exercise as fully as may be permitted from time to time by the statutes and decisional law of the State of Minnesota or by any other applicable rules or principles of law, its power to indemnify each person acting in an official capacity for the corporation against the expense of any action to which he is a party or is threatened to be made a party by reason of the former or present official capacity of the person.
(9)(B) As used in this by-law, the term "official capacity" means:
(a) with respect to a Director, position of Director in a corporation, (b) with respect to a person other than a Director, the elective or appointive office or position held by an officer, member of a committee of the Board or the employment or agency relationship undertaken by an employee or agent of the corporation, and (c) with respect to a Director, officer, employee or agent of the corporation who, while a Director, officer, employee or agent of the corporation, is or was serving at the request of the corporation or whose duties in that position involve or involved service as a Director, officer, partner, trustee, or agent of another organization or employee benefit plan, the position of that person as a Director, officer, partner, trustee, employee or agent, as the case may be, of the other organization or employee benefit plan.
(9)(C) If the corporation indemnifies a person in accordance with this section in connection with a proceeding by or on behalf of the corporation, it shall report the amount of the indemnification and to whom and on whose behalf it was paid as part of any annual financial statements prepared pursuant to the request of a shareholder, covering the period when the indemnification was paid or accrued under the accounting method of the corporation reflected in the financial statement. See Minnesota Statutes Section 302A.521 Subd. 8 and Section 302A.463.
Certificates of Shares
(10) Share certificates of the corporation shall be numbered consecutively and shall be entered on the books of the corporation as they are issued. They shall exhibit the holders' names, number of shares, and shall be signed by the President or Vice President and the Treasurer or Secretary. Each certificate shall bear the corporate seal.
Checks and Notes
(11) Checks, drafts, orders for payment of money and promissory notes shall be signed or endorsed in the name of the corporation by such person or persons as the Board of Directors by resolution shall from time to time appoint.
Dividends
(12) Dividends upon the capital shares of the corporation may be declared by the Board of Directors at any regular or special meeting pursuant to law. Dividends may be paid in cash, property, or in shares of capital.
Amendments
(13) These By-Laws may be altered or amended by the Board of Directors at any meeting by an affirmative vote of the majority of the whole Board of Directors. They may also be altered or amended at any meeting of the shareholders by the affirmative vote of a majority of the shares issued and outstanding.

EXHIBIT 3.13
ARTICLES OF INCORPORATION
OF
McINTIRE FABRICATORS, INC.
ARTICLE I
The name of this corporation shall be Mclntire Fabricators, Inc.
ARTICLE II
The nature of the business or objects or purpose to be transacted,
promoted or carried on are to do any or all of the things herein mentioned
as fully and to the same extent as natural persons might do, and in any
part of the world, viz:
(A) This corporation is formed for and shall have general business
purposes.
(B) In addition, but not in limitation of the above general business
purposes, this corporation shall have the authority:
(1) To let, hold, acquire, mortgage, sell and convey real estate and personal property necessary or convenient to the foregoing business, including the right to hold, acquire, mortgage, pledge or dispose of shares, bonds, securities and other evidences of indebtedness of any foreign or domestic corporation including its own, or of individuals; and including the right and authority to let, hold, acquire, mortgage, sell, convey and lease to others, real estate and personal property for any purpose whatsoever.
(2) To apply for, obtain, register, lease, purchase or otherwise to acquire, and to hold, use, own, operate and introduce and to sell, assign or otherwise dispose of any trademarks, trade names, patents, inventions, improvements and processes used in connection with or secured under the Letters of Patent of the United States, or elsewhere or otherwise; and to use, exercise, develop, grant, license in respect of, or otherwise turn to account any such trademarks, patents, licenses or the like of any such property or rights.
(3) To hold, purchase or otherwise acquire, to sell, assign, transfer, mortgage, pledge or otherwise dispose of shares of capital and bonds, debentures or evidences of indebtedness created by other corporations, including its own, and while the holder thereof to exercise all rights and privileges of ownership including the right to vote thereon.
(4) To do and perform all of those things which are incidental to the foregoing business.
(5) To do any and all things set forth in this Certificate of Incorporation and to do all of the things a corporation organized under the laws of the State of Minnesota to the extent and as fully as natural persons might do so far as may be permitted by law. Provided, however, nothing herein contained shall be deemed to authorize this corporation to carry on banking business.
ARTICLE III
This corporation shall have perpetual existence.
ARTICLE IV
The location and post office address of its registered office in this
state shall be 712 First Street South, County Road T-62 South, Mclntire,
Iowa 50455, and its registered agent shall be Joel Urch.
ARTICLE V
The aggregate number of shares which this corporation shall have the
authority to issue is 100,000 of the par value of $100.00 each, which
shares shall be designated common shares, which shall be paid in at such
times and in such amounts as the Board of Directors shall determine. No
shareholder shall sell his shares or part with the title thereto except in
the manner provided or to be provided by the By-Laws. The Board of
Directors is authorized to fix or alter from time to time the dividend
rate and the redemption or liquidation price of shares.
ARTICLE VI
(A) The management of this corporation shall be vested in a Board of
Directors composed of not less than one or more than nine members.
(B) The directors and officers of the corporation shall hold their
offices until their successors are elected and qualified.
ARTICLE VII
The Board of Directors is expressly authorized to make, alter, amend
and rescind the By-Laws of the corporation, to designate one or more
committees, each committee to consist of one or more of the Directors of
the corporation, which to the extent provided in the resolution, or in the
By-Laws, shall have and may exercise powers of the Board of Directors in
the management of the business and affairs of the corporation. Such
committee or committees shall have such name or names as may be stated in
the By-Laws of the corporation or as may be determined from time to time
by resolutions adopted by the Board of Directors. The Board of Directors
shall further have the power to fill any vacancy in any executive office
or Board of Directors, until the next annual meeting.
ARTICLE VIII
The name and post office address of the incorporator of this
corporation Paul V. Sween, 105 East Oakland Avenue, P. O. Box 366, Austin,
Minnesota 55912.

EXHIBIT 3.14
BY-LAWS
OF
MCINTIRE FABRICATORS, INC.
Name
(1) The name of this corporation is Mclntire Fabricators, Inc.
Office
(2) The principal office of the corporation shall be at Dodge Center, Minnesota. The corporation may establish and maintain any office or offices at such other places as the Board of Directors may from time to time appoint, or the business of the corporation may acquire.
Corporate Seal
(3) The corporate seal of the corporation shall be circular in form and shall have subscribed thereon the name of the corporation and the words "Seal", "Corporate", and "Minnesota".
Waiver of Notice
(4) Any shareholder, Director, or officer may waive any notice required to be given under these By-Laws.
Shareholders' Meetings
(5)(A) All meetings of the shareholders shall be held at the office of the corporation in Dodge Center, Minnesota, or at such other place as the Board of Directors may previously determine.
(5)(B) The annual meeting of the shareholders shall be held on the second Tuesday of March of each year, the first annual meeting to be held on the second Tuesday of March, 1994, if not a legal holiday, and if a legal holiday then on the next secular day following at 2:00 o'clock p.m. when the shareholders shall elect a Board of Directors by plurality vote by ballot and transact such other business as may be brought before the meeting.
(5)(C) The holders of the majority of the shares issued and outstanding present in person or represented by proxy shall be requisite and shall constitute a quorum at all meetings of the shareholders for the transaction of business. If however, such majority shall not be present at any meeting the shareholders present in person or by proxy shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting until the requisite amount of shares shall be present. At such adjourned meeting at which the requisite amount of shares shall be represented, any business may be transacted which might have been transacted at the meeting as originally notified.
(5)(D) At each meeting of the shareholders each shareholder shall be entitled to vote in person or by proxy, appointed by an instrument in writing subscribed by such shareholder, and shall have one vote for each share registered in his name.
(5)(E) Written notice of the annual or a special meeting shall be mailed to each shareholder at such address as appears on the share book of the corporation at least seven days prior to the meeting.
(5)(F) Special meetings of the shareholders for any purpose may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors or at the request in writing of shareholders owning a majority in amount of the capital shares. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at the special meeting shall be confined to the objects stated in the call, which objects shall be set forth in the notice of special meeting.
Directors
(6)(A) The property and business of the corporation shall be managed by its Board of Directors, not less than one nor more than nine in number, who shall be elected annually at the annual meeting and who shall serve until his successor shall be elected and shall qualify. Said Board of Directors may exercise all powers of the corporation and do all such lawful acts and things as are not by statute or by Certificate of Incorporation or by these By-Laws directed or required to be exercised and done by the shareholders.
Directors' Meetings
(6)(B) The Board of Directors shall meet at the office of the corporation immediately following the annual meeting of the shareholders or otherwise and no notice of such meeting shall be necessary. Special meetings of the Board may be called by the President on one day's notice to each Director, either personally or by mail, telegram or telephone. Special meetings shall be called by the President or the Secretary and on like notice on written request of two Directors.
(6)(C) At all meetings of the Board a majority of the Board of Directors shall be necessary and sufficient to constitute a quorum.
(6)(D) A Director may give advance written consent or opposition to a proposal to be acted on at a Board meeting. If the Director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the Director has consented or objected.
(6)(E)(1) A conference among Directors by any means of communication through which the Directors may simultaneously hear each other during the conference constitutes a Board meeting, if the same notice is given of the conference as would be required by paragraph (6) (B) for a meeting, and if the number of Directors participating in the conference would be sufficient to constitute a quorum at a meeting. Participation in a meeting by that means constitutes presence in person at the meeting.
(6)(E)(2) A Director may participate in a Board meeting not described in the preceding paragraph by any means of communication through which the Director, other Directors so participating, and all Directors physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by that means constitutes presence in person at the meeting.
Committees
(7) The Board of Directors may, by resolution or resolutions passed by the Board, designate one or more committees, each committee to consist of one or more Directors of the corporation, which, to the extent provided in said resolution or resolutions or by these By-Laws, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation and may have power to authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in these By-Laws or as may be determined from time to time by a resolution adopted by the Board of Directors. They shall keep regular minutes of their meetings and report the same to the Board at each regular meeting.
Officers
(8)(A) The officers of the corporation shall be chosen by the Directors and shall be a Chairman, President, one or more Vice Presidents, Secretary and Treasurer. The Chairman of the Board may hold at the same time the office of President and any of the officers may hold at the same time the office of Secretary or Treasurer. These officers shall be chosen by the Board of Directors at its first meeting after each annual meeting of the shareholders. The offices of Secretary and Treasurer and agents as it shall deem necessary who shall hold their offices for such terms and exercise such powers and duties as shall be determined from time to time by the Board. The Board of Directors shall have the right to fix the salaries of all officers of the corporation.
(8)(B) The officers of the corporation shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed at any time by an affirmative vote of the majority of the Board of Directors. Any vacancy shall be filled by an affirmative vote of the majority of the Board of Directors.
Chairman
(8)(C) The Chairman of the Board shall be the Chief Executive Officer of the corporation. Subject to the control of the Board of Directors, he shall supervise the President and be responsible, through the President, for the control of all of the business and affairs of the corporation. In the absence of the President or otherwise, he shall have continuing general powers of supervision and management of the corporation. When present, he shall preside at all meetings of the shareholders and of the Board of Directors. He shall see that all resolutions and orders of the Board of Directors and its committees are carried into effect. He shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the ordinary business of the corporation, or which shall be authorized by resolution of the Board of Directors. Except as otherwise provided by law or the Board of Directors, he also may authorize the President, any Vice President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his place and stead. In general he shall have the powers of supervision of the business of the corporation.
President
(8)(D) The President shall be the Chief Operating Officer of the corporation. Subject to the control of the Board of Directors and the supervision of the Chairman of the Board, he shall have the general management and control of the business of the corporation. In the absence of the Chairman of the Board he may preside at all meetings of the shareholders and of the Board of Directors. He shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the corporation as he shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President. In the absence of the Chairman of the Board he shall have authority to sign, execute, and acknowledge on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases reports and all other documents or instruments necessary or proper to be executed in the course of the ordinary business of the corporation, or which shall be authorized by resolution of the Board of Directors. Except as otherwise provided by law or the Board of Directors, in the absence of the Chairman of the Board he may authorize any Vice President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his place and stead. In general he shall have the powers and duties usually vested in the office of the president of a corporation, except for those which are vested in the Chairman of the Board by paragraph (8)(C).
Vice Presidents
(8)(E) A Vice President shall have the powers and duties incident to that office and shall have such other powers and duties as may be prescribed by the Chairman of the Board, the President or the Board of Directors. The Board of Directors may designate a Vice President as the Chief Financial Officer of the corporation, in which event he shall have responsibility for all financial matters that affect the corporation other than those expressly provided for the Treasurer.
Secretary
(8)(F) The Secretary shall attend all sessions of the Board and all meetings of the shareholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for standing committees when required. He shall give or cause to be given notice of all meetings of shareholders and of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors, Chairman or President. He and the President shall execute bonds, mortgages and other contracts requiring the seal of the corporation.
Treasurer
(8)(G) The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation.
Vacancies
(8)(H) If the office of any Director becomes vacant by reason of death, resignation, retirement, disqualification, removal or otherwise, the remaining Directors, by a majority vote, shall choose a successor or successors who shall hold office until the next annual election and until a successor has been re-elected unless sooner displaced.
(8)(I) In the case of absence of any officer of the corporation or for any other reason that the Board may deem sufficient, the Board may delegate the powers or duties of any of such officers to any Director, provided a majority of the entire Board concur therein.
Indemnification
(9) (A) The corporation, acting through its Board of Directors or as otherwise permitted by law, may exercise as fully as may be permitted from time to time by the statutes and decisional law of the State of Minnesota or by any other applicable rules or principles of law, its power to indemnify each person acting in an official capacity for the corporation against the expense of any action to which he is a party or is threatened to be made a party by reason of the former or present official capacity of the person.
(9)(B) As used in this by-law, the term "official capacity" means:
(a) with respect to a Director, position of Director in a corporation, (b) with respect to a person other than a Director, the elective or appointive office or position held by an officer, member of a committee of the Board or the employment or agency relationship undertaken by an employee or agent of the corporation, and (c) with respect to a Director, officer, employee or agent of the corporation who, while a Director, officer, employee or agent of the corporation, is or was serving at the request of the corporation or whose duties in that position involve or involved service as a Director, officer, partner, trustee, or agent of another organization or employee benefit plan, the position of that person as a Director, officer, partner, trustee, employee or agent, as the case may be, of the other organization or employee benefit plan.
(9)(C) If the corporation indemnifies a person in accordance with this section in connection with a proceeding by or on behalf of the corporation, it shall report the amount of the indemnification and to whom and on whose behalf it was paid as part of any annual financial statements prepared pursuant to the request of a shareholder, covering the period when the indemnification was paid or accrued under the accounting method of the corporation reflected in the financial statement. See Minnesota Statutes Section 302A.521 Subd. 8 and Section 302A.463.
Certificates of Shares
(10) Share certificates of the corporation shall be numbered consecutively and shall be entered on the books of the corporation as they are issued. They shall exhibit the holders' names, number of shares, and shall be signed by the President or Vice President and the Treasurer or Secretary. Each certificate shall bear the corporate seal.
Checks and Notes
(11) Checks, drafts, orders for payment of money and promissory notes shall be signed or endorsed in the name of the corporation by such person or persons as the Board of Directors by resolution shall from time to time appoint.
Dividends
(12) Dividends upon the capital shares of the corporation may be declared by the Board of Directors at any regular or special meeting pursuant to law. Dividends may be paid in cash, property, or in shares of capital.
Amendments
(13) These By-Laws may be altered or amended by the Board of Directors at any meeting by an affirmative vote of the majority of the whole Board of Directors. They may also be altered or amended at any meeting of the shareholders by the affirmative vote of a majority of the shares issued and outstanding.

EXHIBIT 3.15
ARTICLES OF INCORPORATION
OF
KENSETT FABRICATORS, INC.
ARTICLE I
The name of this corporation shall be Kensett Fabricators, Inc.
ARTICLE II
The nature of the business or objects or purpose to be transacted,
promoted or carried on are to do any or all of the things herein mentioned
as fully and to the same extent as natural persons might do, and in any
part of the world, viz:
(A) This corporation is formed for and shall have general business
purposes.
(B) In addition, but not in limitation of the above general business
purposes, this corporation shall have the authority:
(1) To let, hold, acquire, mortgage, sell and convey real estate and personal property necessary or convenient to the foregoing business, including the right to hold, acquire, mortgage, pledge or dispose of shares, bonds, securities and other evidences of indebtedness of any foreign or domestic corporation including its own, or of individuals; and including the right and authority to let, hold, acquire, mortgage, sell, convey and lease to others, real estate and personal property for any purpose whatsoever.
(2) To apply for, obtain, register, lease, purchase or otherwise to acquire, and to hold, use, own, operate and introduce and to sell, assign or otherwise dispose of any trademarks, trade names, patents, inventions, improvements and processes used in connection with or secured under the Letters of Patent of the United States, or elsewhere or otherwise; and to use, exercise, develop, grant, license in respect of, or otherwise turn to account any such trademarks, patents, licenses or the like of any such property or rights.
(3) To hold, purchase or otherwise acquire, to sell, assign, transfer, mortgage, pledge or otherwise dispose of shares of capital and bonds, debentures or evidences of indebtedness created by other corporations, including its own, and while the holder thereof to exercise all rights and privileges of ownership including the right to vote thereon.
(4) To do and perform all of those things which are incidental to the foregoing business.
(5) To do any and all things set forth in this Certificate of Incorporation and to do all of the things a corporation organized under the laws of the State of Minnesota to the extent and as fully as natural persons might do so far as may be permitted by law. Provided, however, nothing herein contained shall be deemed to authorize this corporation to carry on banking business.
ARTICLE III
This corporation shall have perpetual existence.
ARTICLE IV
The location and post office address of its registered office in this
state shall be 712 First Street South, County Road T-62 South, Mclntire,
Iowa 50455, and its registered agent shall be Joel Urch.
ARTICLE V
The aggregate number of shares which this corporation shall have the
authority to issue is 100,000 of the par value of $100.00 each, which
shares shall be designated common shares, which shall be paid in at such
times and in such amounts as the Board of Directors shall determine. No
shareholder shall sell his shares or part with the title thereto except in
the manner provided or to be provided by the By-Laws. The Board of
Directors is authorized to fix or alter from time to time the dividend
rate and the redemption or liquidation price of shares.
ARTICLE VI
(A) The management of this corporation shall be vested in a Board of
Directors composed of not less than one or more than nine members.
(B) The directors and officers of the corporation shall hold their
offices until their successors are elected and qualified.
ARTICLE VII
The Board of Directors is expressly authorized to make, alter, amend
and rescind the ByLaws of the corporation, to designate one or more
committees, each committee to consist of one or more of the Directors of
the corporation, which to the extent provided in the resolution, or in the
By-Laws, shall have and may exercise powers of the Board of Directors in
the management of the business and affairs of the corporation. Such
committee or committees shall have such name or names as may be stated in
the By-Laws of the corporation or as may be determined from time to time
by resolutions adopted by the Board of Directors. The Board of Directors
shall further have the power to fill any vacancy in any executive office
or Board of Directors, until the next annual meeting.
ARTICLE VIII
The name and post office address of the incorporator of this
corporation is: Paul V. Sween, 105 East Oakland Avenue, P.O. Box 366,
Austin, Minnesota 55912.

EXHIBIT 3.16
BY-LAWS
OF
KENSETT FABRICATORS, INC.
Name
(1) The name of this corporation is Kensett Fabricators, Inc.
Office
(2) The principal office of the corporation shall be at Kensett, Iowa. The corporation may establish and maintain any office or offices at such other places as the Board of Directors may from time to time appoint, or the business of the corporation may acquire.
Corporate Seal
(3) The corporate seal of the corporation shall be circular in form and shall have subscribed thereon the name of the corporation and the words "Seal", "Corporate", and "Iowa".
Waiver of Notice
(4) Any shareholder, Director, or officer may waive any notice required to be given under these By-Laws.
Shareholder
(5)(A) All meetings of the shareholders shall be held at the office of the corporation in Kensett, Iowa, or at such other place as the Board of Directors may previously determine.
(5)(B) The annual meeting of the shareholders shall be held on the second Tuesday of March of each year, the first annual meeting to be held on the second Tuesday of March, 1995, if not a legal holiday, and if a legal holiday then on the next secular day following at 2:00 o'clock p.m. when the shareholders shall elect a Board of Directors by plurality vote by ballot and transact such other business as may be brought before the meeting.
(5)(C) The holders of the majority of the shares issued and outstanding present in person or represented by proxy shall be requisite and shall constitute a quorum at all meetings of the shareholders for the transaction of business. If, however, such majority shall not be present at any meeting the shareholders present in person or by proxy shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting until the requisite amount of shares shall be present. At such adjourned meeting at which the requisite amount of shares shall be represented, any business may be transacted which might have been transacted at the meeting as originally notified.
(5)(D) At each meeting of the shareholders each shareholder shall be entitled to vote in person or by proxy, appointed by an instrument in writing subscribed by such shareholder, and shall have one vote for each share registered in his name.
(5)(E) Written notice of the annual or a special meeting shall be mailed to each shareholder at such address as appears on the share book of the corporation at least seven days prior to the meeting.
(5)(F) Special meetings of the shareholders for any purpose may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors or at the request in writing of shareholders owning a majority in amount of the capital shares. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at the special meeting shall be confined to the objects stated in the call, which objects shall be set forth in the notice of special meeting.
Directors
(6)(A) The property and business of the corporation shall be managed by its Board of Directors, not less than one nor more than nine in number, who shall be elected annually at the annual meeting and who shall serve until his successor shall be elected and shall qualify. Said Board of Directors may exercise all powers of the corporation and do all such lawful acts and things as are not by statute or by Certificate of Incorporation or by these By-Laws directed or required to be exercised and done by the shareholders.
Directors' Meetings
(6)(B) The Board of Directors shall meet at the office of the corporation immediately following the annual meeting of the shareholders or otherwise and no notice of such meeting shall be necessary. Special meetings of the Board may be called by the President on one day's notice to each Director, either personally or by mail, telegram or telephone. Special meetings shall be called by the President or the Secretary and on like notice on written request of two Directors.
(6)(C) At all meetings of the Board a majority of the Board of Directors shall be necessary and sufficient to constitute a quorum.
(6)(D) A Director may give advance written consent or opposition to a proposal to be acted on at a Board meeting. If the Director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the Director has consented or objected.
(6)(E)(1) A conference among Directors by any means of communication through which the Directors may simultaneously hear each other during the conference constitutes a Board meeting, if the same notice is given of the conference as would be required by paragraph (6)(B) for a meeting, and if the number of Directors participating in the conference would be sufficient to constitute a quorum at a meeting. Participation in a meeting by that means constitutes presence in person at the meeting.
(6)(E)(2) A Director may participate in a Board meeting not described in the preceding paragraph by any means of communication through which the Director, other Directors so participating, and all Directors physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by that means constitutes presence in person at the meeting.
Committees
(7) The Board of Directors may, by resolution or resolutions passed by the Board, designate one or more committees, each committee to consist of one or more Directors of the corporation, which, to the extent provided in said resolution or resolutions or by these By-Laws, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation and may have power to authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in these By-Laws or as may be determined from time to time by a resolution adopted by the Board of Directors. They shall keep regular minutes of their meetings and report the same to the Board at each regular meeting.
Officers
(8)(A) The officers of the corporation shall be chosen by the Directors and shall be a Chairman, President, one or more Vice Presidents, Secretary and Treasurer. The Chairman of the Board may hold at the same time the office of President and any of the officers may hold at the same time the office of Secretary or Treasurer. These officers shall be chosen by the Board of Directors at its first meeting after each annual meeting of the shareholders. The offices of Secretary and Treasurer need not be held by members of the Board. The Board may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and exercise such powers and duties as shall be determined from time to time by the Board. The Board of Directors shall have the right to fix the salaries of all officers of the corporation.
(8)(B) The officers of the corporation shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed at any time by an affirmative vote of the majority of the Board of Directors. Any vacancy shall be filled by an affirmative vote of the majority of the Board of Directors.
Chairman
(8)(C) The Chairman of the Board shall be the Chief Executive Officer of the corporation. Subject to the control of the Board of Directors, he shall supervise the President and be responsible, through the President, for the control of all of the business and affairs of the corporation. In the absence of the President or otherwise, he shall have continuing general powers of supervision and management of the corporation. When present, he shall preside at all meetings of the shareholders and of the Board of Directors. He shall see that all resolutions and orders of the Board of Directors and its committees are carried into effect. He shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the ordinary business of the corporation, or which shall be authorized by resolution of the Board of Directors. Except as otherwise provided by law or the Board of Directors, he also may authorize the President, any Vice President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his place and stead. In general he shall have the powers of supervision of the business of the corporation.
President
(8)(D) The President shall be the Chief Operating Officer of the corporation. Subject to the control of the Board of Directors and the supervision of the Chairman of the Board, he shall have the general management and control of the business of the corporation. In the absence of the Chairman of the Board he may preside at all meetings of the shareholders and of the Board of Directors. He shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the corporation as he shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President. In the absence of the Chairman of the Board he shall have authority to sign, execute, and acknowledge on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases reports and all other documents or instruments necessary or proper to be executed in the course of the ordinary business of the corporation, or which shall be authorized by resolution of the Board of Directors. Except as otherwise provided by law or the Board of Directors, in the absence of the Chairman of the Board he may authorize any Vice President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his place and stead. In general he shall have the powers and duties usually vested in the office of the president of a corporation, except for those which are vested in the Chairman of the Board by paragraph (8)(C).
Vice Presidents
(8)(E) A Vice President shall have the powers and duties incident to that office and shall have such other powers and duties as may be prescribed by the Chairman of the Board, the President or the Board of Directors. The Board of Directors may designate a Vice President as the Chief Financial Officer of the corporation, in which event he shall have responsibility for all financial matters that affect the corporation other than those expressly provided for the Treasurer.
Secretary
(8)(F) The Secretary shall attend all sessions of the Board and all meetings of the shareholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for standing committees when required. He shall give or cause to be given notice of all meetings of shareholders and of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors, Chairman or the President. He and the President shall execute bonds, mortgages and other contracts requiring the seal of the corporation.
Treasurer
(8)(G) The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation.
Vacancies
(8)(H) If the office of any Director becomes vacant by reason of death, resignation, retirement, disqualification, removal or otherwise, the remaining Directors, by a majority vote, shall choose a successor or successors who shall hold office until the next annual election and until a successor has been re-elected unless sooner displaced.
(8)(I) In the case of absence of any officer of the corporation or for any other reason that the Board may deem sufficient, the Board may delegate the powers or duties of any of such officers to any Director, provided a majority of the entire Board concur therein.
Indemnification
(9)(A) The corporation, acting through its Board of Directors or as otherwise permitted by law, may exercise as fully as may be permitted from time to time by the statutes and decisional law of the State of Iowa or by any other applicable rules or principles of law, its power to indemnify each person acting in an official capacity for the corporation against the expense of any action to which he is a party or is threatened to be made a party by reason of the former or present official capacity of the person.
(9)(B) As used in this by-law, the term "official capacity" means:
(a) with respect to a Director, position of Director in a corporation, (b) with respect to a person other than a Director, the elective or appointive office or position held by an officer, member of a committee of the Board or the employment or agency relationship undertaken by an employee or agent of the corporation, and (c) with respect to a Director, officer, employee or agent of the corporation who, while a Director, officer, employee or agent of the corporation, is or was serving at the request of the corporation or whose duties in that position involve or involved service as a Director, officer, partner, trustee, or agent of another organization or employee benefit plan, the position of that person as a Director, officer, partner, trustee, employee or agent, as the case may be, of the other organization or employee benefit plan.
(9)(C) If the corporation indemnifies a person in accordance with this section in connection with a proceeding by or on behalf of the corporation, it shall report the amount of the indemnification and to whom and on whose behalf it was paid as part of any annual financial statements prepared pursuant to the request of a shareholder, covering the period when the indemnification was paid or accrued under the accounting method of the corporation reflected in the financial statement.
Certificates of Shares
(10) Share certificates of the corporation shall be numbered consecutively and shall be entered on the books of the corporation as they are issued. They shall exhibit the holders' names, number of shares, and shall be signed by the President or Vice President and the Treasurer or Secretary. Each certificate shall bear the corporate seal.
Checks and Notes
(11) Checks, drafts, orders for payment of money and promissory notes shall be signed or endorsed in the name of the corporation by such person or persons as the Board of Directors by resolution shall from time to time appoint.
Dividends
(12) Dividends upon the capital shares of the corporation may be declared by the Board of Directors at any regular or special meeting pursuant to law. Dividends may be paid in cash, property, or in shares of capital.
Amendments
(13) These By-Laws may be altered or amended by the Board of Directors at any meeting by an affirmative vote of the majority of the whole Board of Directors. They may also be altered or amended at any meeting of the shareholders by the affirmative vote of a majority of the shares issued and outstanding.

EXHIBIT 3.17
ARTICLES OF INCORPORATION
OF
MCNEILUS FINANCIAL, INC.
I, the undersigned natural person of the age of twenty-one (21)
years or more, a citizen of the State of Texas, acting as incorporator of
a corporation under the Texas Business Corporation Act, do hereby adopt
the following Articles of Incorporation for such corporation.
ARTICLE I
The name of the corporation is McNeilus Financial, Inc.
ARTICLE II
The period of its duration is perpetual.
ARTICLE III
The purpose or purposes for which the corporation is organized
are:
The transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.
ARTICLE IV
The aggregate number of shares which the corporation shall have
authority to issue is 500,000 with a par value of $10.00 each. Each share
of stock shall have identical rights and privileges in every respect.
ARTICLE V
The corporation will not commence business until it has received
for the issuance of its shares consideration of the value of ONE THOUSAND
DOLLARS ($1,000.00), consisting of money, labor done, or property actually
received.
ARTICLE VI
No shareholder or other person shall have any preemptive right
whatsoever.
ARTICLE VII
Except to the extent such power may be modified or divested by
an action of the shareholders representing the majority of the issued and
outstanding shares of the capital stock of the corporation taken at any
regular or special meeting of the shareholders, the power to adopt, alter,
amend or repeal the by-laws of the corporation shall be vested in the
board of directors.
ARTICLE VIII
Cumulative voting is expressly prohibited.
ARTICLE IX
The post office address of the initial registered office of the
corporation is 1101 Interstate 45 South, Hutchins, Texas 75141, and the
name of its initial registered agent at such address is David P.
Henderson.
ARTICLE X
The number of directors constituting the initial board of
directors is three (3), and the names and addresses of the persons who are
to serve as directors until the first annual meeting of the shareholders,
or until their successors are elected and qualified are:

       Name                                Address

David P. Henderson                1101 Interstate 45 South
                                  Hutchins, Texas 75141

Garwin McNeilus                   P.O. Box 70
                                  Dodge Center, Minnesota  55925

George Guler                      P.O. Box 70
                                  Dodge Center, Minnesota  55925	

ARTICLE XI
The names and addresses of the incorporators are:

       Name                                Address

David P. Henderson                  1101 Interstate 45 South
                                    Hutchins, Texas 75141	

EXHIBIT 3.18
MCNEILUS FINANCIAL, INC.
BY-LAWS
ARTICLE I.
OFFICES
1.01 Registered Office and Agent. The registered office and registered agent of the corporation shall be as designated with the Secretary of State of the State of Texas, as they may be changed from time to time.
1.02 Other Offices. The corporation may also have offices at such other places both within and without the State of Texas as the board of directors may from time to time determine, or as the business of the corporation may require.
ARTICLE II.
SHAREHOLDERS
2.01 Place and Manner of Meetings. All meetings of the shareholders shall be held at such time and place, within or without the State of Texas, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Shareholders may participate in such meetings by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting as provided herein shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
2.02 Annual Meeting. An annual meeting of the shareholders, commencing with the year following the adoption of these by-laws, shall be held on the third Monday during the month of March, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 o'clock A.M., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which time the shareholders hall elect a board of directors, and transact such other business as may properly be brought before the meeting.
2.03 Voting List. At least ten days before each meeting of shareholders a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, with the residence of each and the number of voting shares held by each, shall be prepared by the officer or agent having charge of the stock transfer books. Such list, for a period of ten days prior to the meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting during the whole time thereof, and shall be subject to the inspection of any shareholder who may be present.
2.04 Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, or by these by-laws, may be called by the president, the board of directors, or the holders of not less than one- tenth of all the shares entitled to vote at the meetings. Business transacted at all special meetings shall be confined to the objects stated in the notice of the meeting.
2.05 Notice. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting either personally or by mail, by or at the direction of the president, the secretary or the officer or person calling the meeting, to each shareholder of record entitled to vote at the meeting, provided that such notice may be waived as provided in Section 5.02 of these by-laws. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.
2.06 Quorum. The holders of a majority of the shares issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statue, by the articles of incorporation or by these by-laws. If a quorum is not present or represented at a meeting of the shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.
2.07 Majority Vote; Withdrawal of Quorum. When a quorum is present at any meeting, the vote of the holders of a majority of the shares having voting power, present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the statutes or of the articles of incorporation, or of these by-laws, a different vote is required, in which case such express provision shall govern and control the decision of such question. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.
2.08 Method of Voting. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or classes are limited or denied by the articles of incorporation. At any meeting of the shareholders each shareholder having the right to vote may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact, and being dated not more than eleven months prior to or at the time of the meeting. Voting for directors shall be in accordance with Section 3.06 of these by-laws. Any vote may be taken viva voce or by show of hands unless someone entitled to vote objects, in which case written ballots shall be used.
2.09 Record Date; Closing Transfer Books. The board of directors may fix in advance a record date for the purpose of determining shareholders entitled to notice of or to vote at a meeting of the shareholders, the record date to be not less than ten nor more than fifty days prior to said meeting; or the board of directors may close the stock transfer books for such purpose for a period of not less than ten nor more than fifty days prior to such meeting. IN the absence of any action by the board of directors, the date upon which the notice of the meeting is mailed shall be the record date.
2.10 Action Without Meeting. Any action required by statute to be taken at a meeting of the shareholders, or any action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof, and such consent shall have the same force and effect as a unanimous vote of the shareholders.
ARTICLE III.
DIRECTORS
3.01 Management. The business and affairs of the corporation shall be managed by the board of directors who may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.
3.02 Number; Qualification; Election; Term. The number of directors which shall constitute the whole board shall be not less than one (1) nor more than nine (9). The number of directors which shall constitute the initial board of directors shall be the number fixed by the articles of incorporation. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors.
3.03 Change in Number. the number of directors may be increased or decreased from time to time as provided for in Section 3.02 by amendment to these by-laws but no decrease shall have the effect of shortening the term of any incumbent director. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose.
3.04 Removal. Any director may be removed either for or without cause at any special or annual meeting of shareholders, by the affirmative vote of a majority in number of shares of the shareholders present in person or by proxy at such meeting and entitled to vote for the election of such director if notice of intention to act upon such matter shall have been given in the notice calling such meeting.
3.05 Vacancies. Any vacancy occurring in the board of directors (by death, resignation, retirement, removal or otherwise) may be filled by an affirmative vote of a majority of the directors then in office, thought less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired term of this predecessor in office.
3.06 Election of Directors. Directors shall be elected by plurality vote. Cumulative voting shall not be permitted.
3.07 Place and Manner of Meeting. Meetings of the board of directors, regular or special, may be held either within or without the State of Texas. Members of the board of directors may participate in such meetings by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear either other and participation in a meeting as provided herein shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
3.08 First Meetings. The first meeting of each newly elected board shall be held without further notice immediately following the annual meeting of shareholders, and at the same place, unless by unanimous consent of the directors then elected and serving such time or place shall be changed.
3.09 Regular Meetings. Regular meetings of the board of directors may be held without notice at such time and place as shall from time to time be determined by the board.
3.10 Special Meetings. Special meetings of the board of directors may be called by the president on three days' notice to each director, either personally or by mail or by telegram. Special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors. Except as otherwise expressly provided by statute, or by the articles of incorporation, or by these by- laws, neither the business to be transacted at, nor the purpose of, any special meeting need be specified in a notice or waiver of notice.
3.11 Action Without Meeting. Any action required by statute to be taken at a meeting of the board of directors, or any action which may be taken at a meeting of the board of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the members of the board of directors. Such consent shall have the same force and effect as a unanimous vote at a meeting.
3.12 Quorum; Majority Vote. At all meetings of the board of directors a majority of the number of directors fixed by these by-laws shall constitute a quorum for the transaction of business unless a greater number is required by law or by the articles of incorporation. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors unless the act of a greater number is required by statute, by the articles of incorporation or by these by-laws. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without, without notice other than announcement at the meeting, until a quorum is present.
3.13 Compensation. By resolution of the board of directors, the directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. Not such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of the executive committee or of special or standing committees may, by resolution of the board of directors, be allowed like compensation for attending committee meetings.
3.14 Procedure. The board of directors shall keep regular minutes of its proceedings. The minute shall be placed in the minute book of the corporation.
3.15 Interested Directors, Officers and Shareholders.
(A) Validity. Any contract or other transaction between the corporation and any of its directors, officers or shareholders (or any corporation or firm in which any of them are directly or indirectly interested) shall be valid for all purposes notwithstanding the presence of such director, officer or shareholder at the meeting authorizing such contract or transaction or his participation in such meeting or authorization.
(B) Disclosure, Approval. The foregoing shall, however, apply only if the interest of each such director, officer or shareholder is know or disclosed:
1. To the board of directors and it nevertheless authorizes or ratifies the contract or transaction by a majority of the directors present, each such interested director to be counted in determining whether a quorum is present but not in calculating the majority necessary to carry the vote; or
2. To the shareholders and they nevertheless authorize or ratify the contract or transaction by a majority of the shares present, each such interested person to be counted for quorum and voting purposes.
(C) Non-Exclusive. This provision shall not be construed to invalidate any contract or transaction which would be valid in the absence of this provision.
ARTICLE IV.
EXECUTIVE COMMITTEE
4.01 Designation. The board of directors may, by resolution adopted by a majority of the whole board, designate an executive committee, to consist of two or more of the directors of the corporation.
4.02 Authority. The executive committee, to the extent provided in such resolution, shall have any may exercise all of the authority of the board of directors in the management of the business and affairs of the corporation, except where action of the full board of directors is required by statute or by the articles of incorporation, and shall have power to authorize the seal of the corporation to be affixed to all papers which may require it.
4.03 Procedure. The executive committee shall keep regular minutes of its proceedings and report the same to the board of directors when required.
4.04 Removal. Any member of the executive committee may be removed by the board of directors by the affirmative vote of a majority of the whole board, whenever in its judgement the best interest of the corporation will be served thereby.
4.05 Responsibility. The designation of an executive committee and the delegation of authority to it shall not operate to relieve the board of directors, or any member thereof, of any responsibility imposed upon it or him by law.
ARTICLE V.
NOTICE
5.01 Method. Whenever by statute or the articles of incorporation or these by-laws, notice is required to be given to any shareholder or director, and no provision is made as to how the notice shall be given, it shall not be construed to mean personal notice, but nay such notice may be given in writing, postage prepaid, addressed to the director or shareholder at the address appearing on the books of the corporation, or in any other method permitted by law. Any notice required or permitted to be given by mail shall be deemed given at the time when the same is thus deposited in the United States mails. Notice to directors may also be given by telegram, with such notice being deemed to have been given when the telegram is delivered to the telegraph company.
5.02 Waiver. Whenever, by statute or the articles of incorporation or these by-laws, notice is required to be given to any shareholder or director, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated in such notice, shall be equivalent to the giving of such notice. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.
ARTICLE VI.
OFFICERS
6.01 Number. The officers of the corporation shall consist of a chairman, president, one or more vice-presidents, a secretary and a treasurer, each of whom shall be elected by the board of directors. Any two or more offices may be held by the same person, except that the president and secretary shall not be the same person.
6.02 Election. The board of directors, at its first meeting after each annual meeting of shareholders, shall choose a chairman, president, one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board, a shareholder, or a resident of Texas.
6.03 Other Officers. The board of directors may elect or appoint such other officers and agents as it shall deem necessary, who shall be appointed for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.
6.04 Term. Each officer of the corporation shall hold office until his successor is chosen and qualified in his stead or until his death or until his resignation or removal from office.
6.05 Removal. Any officer or agent or member of a committee elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent or member of a committee shall not of itself create contract rights.
6.06 Vacancies. Any vacancy in any office because of death, resignation, removal or otherwise, may be filled by the board of directors for the unexpired portion of the term.
6.07 Compensation. The compensation of all officers and agents shall be fixed by the board of directors.
6.08 Chairman of the Board. The chairman of the board shall be the chief executive officer of the corporation. Subject to the control of the board of directors, he shall supervise the president and be responsible, through the president, for the control of all of the business and affairs of the corporation. In the absence of the president or otherwise, he shall have continuing general powers of supervision and management of the corporation. When present, he shall preside at all meetings of the shareholders and of the board of directors. He shall see that all resolutions and orders of the board of directors and its committees are carried into effect. He shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the ordinary business of the corporation, or which shall be authorized by resolution of the board of directors. Except as otherwise provided by law or the board of directors, he also may authorize the president, any vice- president or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his place and stead. In general he shall have the powers of supervision of the business of the corporation.
6.09 President. The president shall be the chief operating officer of the corporation. Subject to the control of the board of directors and the supervision of the chairman of the board, he shall have the general management and control of the business of the corporation. In the absence of the chairman of the board he may preside at all meetings of the shareholders and of the board of directors. He shall have authority, subject to such rules as may be prescribed by the board of directors, to appoint such agents and employees of the corporation as he shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the president. In the absence of the chairman of the board he shall have authority to sign, execute, and acknowledge on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases reports and all other documents or instruments necessary or proper to be executed in the course of the ordinary business of the corporation, or which shall be authorized by resolution of the board of directors. Except as otherwise provided by law or the board of directors, in the absence of the chairman of the board he may authorize any vice- president or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his place and stead. In general he shall have the powers and duties usually vested in the office of the president of a corporation, except for those which are vested in the chairman of the board by Section 6.08.
6.10 Vice-President. The vice-presidents in the order of their seniority, unless otherwise determined by the board of directors shall, in the absence or disability of the president, perform the duties and have the authority and exercise the powers of the president. The board of directors may designate a vice-president as the chief financial officer of the corporation, in which event he shall have responsibility for financial matters that affect the corporation other than those expressly provided for the treasurer. They shall perform such other duties and have such other authority and powers as the board of directors may from time to time prescribe or as the chairman or president may from time to time delegate.
6.11 Secretary. The secretary shall attend all sessions of the board of directors and all meetings of the shareholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for the executive committee when required. He shall give, or cause to be given, notice of the meetings of the board of directors and shareholders where such notices are required by these by- laws to be given. He shall keep in safe custody the seal of the corporation, and when authorized by the board or the executive committee, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the treasurer or an assistant secretary.
6.12 Treasurer.
(A) The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements of the corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.
(B) He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and directors, at the regular meetings of the board, or whenever they may require it, an account of all his transactions as treasurer and of the financial condition of the corporation.
(C) If required by the board of directors, he shall give the corporation a bond in such form, in such sum and with such surety or sureties as shall be satisfactory to the board for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money, or other property of whatever kind in his possession or under his control belonging to the corporation.
(D) He shall perform such other duties and have such other authority and powers as the board of directors may from time to time prescribe, or as the chairman or president may from time to time delegate.
6.13 Assistant Treasurer. The assistant treasurers in the order of their seniority, unless otherwise determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and have the authority and exercise the powers of the treasurer. They shall perform such other duties and have such other powers as the board of directors may from time to time prescribe or the president may from time to time delegate.
6.14 Filling of Offices. The board of directors of the corporation shall not be required to fill the offices of vice president, assistant secretary, and assistance treasurer, or to name an executive committee until, in the opinion of the board, there is a need for such offices, or any of them, to be filled.
ARTICLE VII.
CERTIFICATES AND SHAREHOLDERS
7.01 Certificates. Certificates in the form determined by the board of directors shall be delivered representing all shares to which shareholders are entitled. Such certificates shall be consecutively numbered, and shall be entered in the books of the corporation as they are issued. Each certificate shall state on the face thereof the holder's name, the number and class of shares, the par value of shares or a statement that such shares are without par value, and such other matters as may be required by the laws of the State of Texas. They shall be signed by the president or a vice-president and the secretary or assistant secretary, and may be sealed with the seal of the corporation or a facsimile thereof. If any certificate is countersigned by a transfer agent or registered by a registrar other than the corporation or an employee of the corporation, the signature of such officer may be a facsimile.
7.02 Replacement of Lost or Destroyed Certificates. The board of directors may direct a new certificate representing shares to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.
7.03 Transfer of Shares. Shares of stock shall be transferable only on the books of the corporation by the holder thereof in person or by his duly authorized attorney. Upon surrender, to the corporation or its transfer agent, of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the corporation or its transfer agent shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.
7.04 Registered Shareholders. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof, and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it has express or other notice thereof, except as otherwise provided by law.
7.05 Preemptive Rights. No shareholder or any other person shall have any preemptive right whatsoever.
ARTICLE VIII.
GENERAL PROVISIONS
8.01 Dividends and Reserves.
(A) Declaration and Payment. Subject to statute and the articles of incorporation, dividends may be declared by the board of directors at any regular or special meeting and may be paid in cash, in property, or in shares of the corporation. The declaration and payment shall be at the discretion of the board of directors.
(B) Record Date. The board of directors may fix in advance a record date for the purpose of determining shareholders entitled to receive payment of any dividend, such record date to be not more than fifty (50) days prior to the payment date of such dividend. In the absence of any action by the board of directors, the date upon which the board of directors adopts the resolution declaring the dividend shall be the record date.
(C) Reserves. By resolution the board of directors may create such reserve or reserves out of the earned surplus of the corporation as the directors from time to time, in their discretion, think proper to provide for contingencies, or to equalize dividends, or to repair or maintain any property of the corporation, or for any other purpose they think beneficial to the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.
8.02 Books and Records. The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders and board of directors, and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of the shares held by each.
8.03 Checks and Notes. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.
8.04 Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.
8.05 Seal. The corporate seal shall have inscribed thereon the name of the corporation and shall be in such form as the board of directors may prescribe. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced otherwise.
8.06 Indemnification.
(A) Extent - Nonderivative Suits. The corporation shall indemnify every person who is or was a party or is or was threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (if not by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, agent or employee or in any other capacity of or in another corporation, or a partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or not taken by him while acting in any such capacity, against expenses (including attorneys' fees), amounts paid in settlement (whether with or without court approval), judgements and fines actually and reasonably incurred by him in connection with such threatened or actual action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, and with respect to any criminal action or proceeding, if he had no reasonable cause to believe that his conduct was unlawful. The termination of any threatened or actual action, suit or proceeding by a settlement or by an adverse judgment or order a conviction; or upon a plea of guilty or of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful.
(B) Extent - Derivative Suits. The corporation shall indemnify every person who is or was a party or is or was threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent or in any other capacity of or in another corporation, or a partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or not taken by him while acting in any such capacity, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such threatened, pending or completed action or suit if the acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation. The termination of any such threatened or actual action or suit by a settlement or by an adverse judgment or order shall not of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the corporation. Nevertheless, there shall be no indemnification with respect to expenses incurred in connection with any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless, and only to the extent that, the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper.
(C) Absolute Right. To the extend that a director, officer, employee or agent of the corporation, or a person serving in any other enterprise at the request of the corporation, shall have been successful on the merits or otherwise in defending against any threatened or actual action, suite or proceeding referred to in paragraph (A) of this Section 8.06 or any threatened or actual action or suit referred to in paragraph (B) of this Section 8.06, or in defense of any claim, issue or matter therein, he shall be indemnified against all expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.
(D) Determination That Standard Has Been Met. Any indemnification under paragraph (A) of this Section 8.06, or under paragraph (B) of this
Section 8.06 (unless ordered by a court), shall be made by the corporation only as authorized in the specific cases upon a determination that indemnification is proper in the circumstances because the person claiming indemnification has met the applicable standard of conduct set forth in such paragraphs. Such determination shall be made by the board of directors by a majority vote of a quorum consisting of disinterested directors, or, if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders.
(E) Advance Payment. The amount of any expenses incurred by a person in defending any threatened or actual action, suit or proceeding referred to in paragraph (A) of this Section 8.06 or any threatened or actual action or suit referred to in paragraph (B) of this Section 8.06 may be advanced to or for the benefit of such person by the corporation prior to the final disposition thereof as authorized by the board of directors in the specific case upon the receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation.
(F) Nonexclusive; Continuation. The indemnification provided by this Section 8.06 shall not be deemed exclusive of any other rights to which the person claiming indemnification may be entitled under any agreement, any vote of shareholders or disinterested directors of the corporation, or otherwise, both as to any action in his official capacity and as to any action in another capacity while holding such office, and shall continue as to a person who shall have ceased to be a director, officer, employee or agent of the corporation or engaged in any other enterprise at the request of the corporation and shall inure to the benefit of the heirs, executors and administrators of such person.
(G) Insurance. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent or in any other capacity of or in another corporation, or a partnership, joint venture, trust or other enterprise against any liability asserted against him an incurred by him in any such capacity, or arising out of his status as such, whether or not he is indemnified against such liability by the provision of this Section 8.06.
8.07 Resignation. Any director, officer or agent may resign by giving written notice to the president or the secretary. The resignation shall take effect at the time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
8.08 Amendment of By-Laws. These by-laws may be repealed, altered or amended at any meeting of the board of directors at which a quorum is present, by the affirmative vote of a majority of the directors present at such meeting, provided notice of the proposed repeal, alteration or amendment is contained in the notice of such meeting.
8.09 Table of Contents; Headings. The table of contents and headings used in these by-laws have been inserted for convenience only and do not constitute matter to be construed in interpretation.
8.10 Construction. Whenever the context so requires, the masculine shall include the feminine and neuter, and the singular shall include the plural, and conversely. If any portion of these by-laws shall be invalid or inoperative, then, so far as is reasonable and possible:
(A) The remainder of these by-laws shall be considered valid and operative; and
(B) Effect shall be given to the intent manifested by the portion held invalid or inoperative.

(Face of Note)
CUSIP 688239 AC 6
8 3/4% Senior Subordinated Notes due 2008
No. _____ $__________
OSHKOSH TRUCK CORPORATION
promises to pay to ____________________________________________ or registered assigns, the principal sum of _________________ Dollars on March 1, 2008.
Interest Payment Dates: March 1 and September 1
Record Dates: February 15 and August 15
OSHKOSH TRUCK CORPORATION
By:______________________________
Name:
Title:
This is one of the Global
Notes referred to in the
within-mentioned Indenture:
FIRSTAR TRUST COMPANY,
as Trustee
By:_________________________ Dated: __________, 199__

(Back of Note)
8 3/4% Senior Subordinated Notes due 2008
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.
1. Interest. Oshkosh Truck Corporation, a Wisconsin corporation (the "Company"), promises to pay interest on the principal amount of this Note at 8 3/4% per annum from the date hereof until maturity and shall pay the Liquidated Damages payable pursuant to Section 5 of the Registration Rights Agreement referred to below. The Company will pay interest and Liquidated Damages semi-annually on March 1 and September 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an "Interest Payment Date"). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be September 1, 1998. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
2. METHOD OF PAYMENT. The Company will pay interest on the Notes (except defaulted interest) and Liquidated Damages to the Persons who are registered Holders of Notes at the close of business on the February 15 or August 15 next preceding the Interest Payment Date, even if such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and Liquidated Damages, if any, and interest at the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest and Liquidated Damages may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Liquidated Damages on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.
3. PAYING AGENT AND REGISTRAR. Initially, Firstar Trust Company, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.
4. INDENTURE. The Company issued the Notes under an Indenture dated as of February 26, 1998 ("Indenture") between the Company and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code Section Section 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are general unsecured obligations of the Company limited to $150.0 million in aggregate principal amount.
5. OPTIONAL REDEMPTION.
(a) Except as set forth in subparagraph (b) of this Paragraph 5, the Company shall not have the option to redeem the Notes prior to March 1, 2003. Thereafter, the Company shall have the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on March 1 of the years indicated below:

Year                              Percentage

2003  . . . . . . . . . . . . .   104.375%
2004  . . . . . . . . . . . . .   102.917%
2005  . . . . . . . . . . . . .   101.458%
2006 and thereafter . . . . . .   100.000 %	

(b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 1, 2001, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Initial Notes at a redemption price equal to 108.750% of the principal amount thereof, plus accrued and unpaid Liquidated Damages thereon, if any, to the applicable redemption date, with the net cash proceeds of one or more public offerings of common stock of the Company; provided that Notes in an aggregate principal amount of at least 65% of the aggregate principal amount of the Notes issued on the date of the Indenture remain outstanding immediately after the occurrence of such redemption (excluding Initial Notes held by the Company and its Subsidiaries); and provided, further, that such redemption shall occur within 45 days of the date of the closing of such public offering.
6. MANDATORY REDEMPTION.
Except as set forth in paragraph 7 below, the Company shall not be required to make mandatory redemption payments with respect to the Notes.
7. REPURCHASE AT OPTION OF HOLDER.
(a) If there is a Change of Control, the Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.
(b) If the Company or a Subsidiary consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall commence an offer (pro rata in proportion to the principal amount (or accreted value, if applicable) outstanding in respect of any Asset Sale offer required by the terms of any pari passu Indebtedness incurred in accordance with this Indenture) to all Holders of Notes (as "Asset Sale Offer") pursuant to
Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof (and any pari passu Indebtedness as aforesaid) exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.
8. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.
9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.
10. SUBORDINATION. The Notes are subordinated in right of payment, to the extent and in the manner provided in Article 10 of the Indenture, to the prior payment in full in cash or Cash Equivalents of all Senior Debt. To the extent provided in the Indenture, Senior Debt must be paid before the Notes may be paid. The Company agrees and each Holder of Notes by accepting a Note consents and agrees to the subordination provided in the Indenture and authorizes the Trustee to give it effect.
11. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.
12. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class, and any existing default or compliance with any provision of the Indenture, the Subsidiary Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company's or Subsidiary Guarantor's obligations to Holders of the Notes in case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act, to provide for the Issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Subsidiary Guarantor to execute a supplemental indenture to the Indenture and/or a Subsidiary Guarantee with respect to the Notes.
13. DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30 days in the payment when due of interest or Liquidated Damages on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company to comply with
Section 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class to comply with certain other agreements in the Indenture or the Notes; (v) default under certain other agreements relating to Indebtedness of the Company which default results in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (vii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Subsidiary Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Subsidiary Guarantor's Subsidiary Guarantee; and
(viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
14. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.
15. NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator or stockholder, of the Company or of any Subsidiary Guarantor, as such, shall not have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.
16. AUTHENTICATION. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.
17. ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
18. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED CERTIFICATED NOTES. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Certificated Notes shall have all the rights set forth in the Registration Rights Agreement dated as of February 26, 1998, between the Company and the parties named on the signature pages thereof (the "Registration Rights Agreement").
19. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.
The Company will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to:
Oshkosh Truck Corporation
P.O. Box 2566
Oshkosh, Wisconsin 54903-2566 Attention: Chief Financial Officer

Assignment Form
To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to

(Insert assignee's soc. sec. or tax I.D. no.)

(Print or type assignee's name, address and zip code)
and irrevocably appoint ________________________________________________ to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:_______________     Your Signature:________________________________
                         (Sign exactly as your name appears on the Note)

                                                             SIGNATURE
                         GUARANTEE

                         _____________________________________________
                         Signatures must be guaranteed by an "eligible
                         guarantor Institution" meeting the requirements
                         of the Registrar, which requirements include
                         membership or participation in the Security
                         Transfer Agent Medallion Program ("STAMP") or
                         such other "signature guarantee program" as may
                         be determined by the Registrar in addition to, or
                         in substitution for, STAMP, all in accordance
                         with the Securities Exchange Act of 1934, as
                         amended.	

Option of Holder to Elect Purchase
If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:
[__] Section 4.10 [__] Section 4.15
If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased: $___________

Date:_______________     Your Signature:_______________________________
                         (Sign exactly as your name appears on the Note)

                         Tax Identification No.:

                                                            SIGNATURE
                         GUARANTEE

                         _____________________________________________
                         Signatures must be guaranteed by an "eligible
                         guarantor Institution" meeting the requirements
                         of the Registrar, which requirements include
                         membership or participation in the Security
                         Transfer Agent Medallion Program ("STAMP") or
                         such other "signature guarantee program" as may
                         be determined by the Registrar in addition to, or
                         in substitution for, STAMP, all in accordance
                         with the Securities Exchange Act of 1934, as
                         amended.	

SCHEDULE OF EXCHANGES OF GLOBAL NOTE
The following exchanges of a part of this Global Note for an interest in another Global Note have been made:
Date of Amount of Amount of Principal Amount Signature of Exchange decrease in increase in of this Global authorized Principal Principal Note following officer of Amount of this Amount of this such decrease Trustee or Note Global Note Global Note (or increase) Custodian

SUBSIDIARY GUARANTEE
For value received, each Subsidiary Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of February 26, 1998 (the "Indenture") among Oshkosh Truck Corporation, the Subsidiary Guarantors listed on Schedule I thereto and Firstar Trust Company, as trustee (the "Trustee"), (a) the due and punctual payment of the principal of, premium, if any, and interest on the Notes (as defined in the Indenture), whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal and premium, and, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Subsidiary Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose; provided, however, that the Indebtedness evidenced by this Subsidiary Guarantee shall cease to be so subordinated and subject in right of payment upon any defeasance of this Note in accordance with the provisions of the Indenture.
[Name of Subsidiary Guarantor(s)]
By:________________________________ Name:

Title:

$100,000,000 
8-3/4% SENIOR SUBORDINATED NOTES DUE 2008
OF OSHKOSH TRUCK CORPORATION
PURCHASE AGREEMENT
February 20, 1998
BancAmerica Robertson Stephens
231 South LaSalle Street
Chicago, Illinois 60697
Ladies and Gentlemen:
Oshkosh Truck Corporation, a Wisconsin corporation (the "Company"), proposes to issue and sell to BancAmerica Robertson Stephens (the "Initial Purchaser") an aggregate of $100,000,000 in principal amount of its 8-3/4% Senior Subordinated Notes due 2008 (the "Senior Subordinated Notes"), subject to the terms and conditions set forth herein. The Senior Subordinated Notes are to be issued pursuant to the provisions of an indenture (the "Indenture"), to be dated as of the Closing Date (as defined below), among the Company, the Guarantors (as defined below) and Firstar Trust Company, as trustee (the "Trustee"). The Senior Subordinated Notes and the Exchange Notes (as defined below) issuable in exchange therefor are collectively referred to herein as the "Notes." The Notes will be guaranteed (the "Subsidiary Guarantees") by each of the entities listed on Schedule A hereto (each, a "Guarantor" and collectively the "Guarantors"). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Indenture.
1. Offering Memorandum. The Senior Subordinated Notes will be offered and sold to the Initial Purchaser pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the "Act"). The Company and the Guarantors have prepared a preliminary offering memorandum, dated February 5, 1998 (the "Preliminary Offering Memorandum"), and a final offering memorandum, dated February 20, 1998 (the "Offering Memorandum"), relating to the Senior Subordinated Notes and the Subsidiary Guarantees.
Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indenture, the Senior Subordinated Notes (and all securities issued in exchange therefor, in substitution thereof or upon conversion thereof) shall bear the following legend:
"THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (the "ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:
(1) REPRESENTS THAT (I) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE ACT) (A "QIB"),
(II) IT HAS ACQUIRED THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE ACT OR (III) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE ACT (AN "IAI"),
(2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (i) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (ii) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (iii) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF THE ACT, (iv) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE ACT, (v) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE (the form of which can be obtained from the Trustee) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE ACT, (vi) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (vii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND
(3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.
AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING."
2. Agreements to Sell and Purchase. On the basis of the representations, warranties and covenants contained in this Agreement, and subject to the terms and conditions contained herein, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, an aggregate principal amount of $100,000,000 of Senior Subordinated Notes at a purchase price equal to
[97.25]% of the principal amount thereof (the "Purchase Price").
3. Terms of Offering. The Initial Purchaser has advised the Company that the Initial Purchaser will make offers and sales (the "Exempt Resales") of the Senior Subordinated Notes purchased hereunder on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchaser reasonably believes to be "qualified institutional buyers" as defined in Rule 144A under the Act ("QIBs"), (ii) not more than five (5) institutional "accredited investors," as defined in Rule 501(a) (1), (2), (3) or (7) under the Act, that make certain representations and agreements to the Company (each, an "Accredited Institution"), and (iii) to persons permitted to purchase the Senior Subordinated Notes in offshore transactions in reliance upon Regulation S under the Act (each, a "Regulation S Purchaser") (such persons specified in clauses (i), (ii) and (iii) being referred to herein as the "Eligible Purchasers"). The Initial Purchaser will offer the Senior Subordinated Notes to Eligible Purchasers initially at a price equal to 100% of the principal amount thereof. Such price may be changed at any time without notice.
Holders (including subsequent transferees) of the Senior Subordinated Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement"), to be dated the Closing Date, in substantially the form of Exhibit A hereto, for so long as such Senior Subordinated Notes constitute "Transfer Restricted Securities" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth therein, (i) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to the Company's 8-3/4% Senior Subordinated Notes due 2008 (the "Exchange Notes"), to be offered in exchange for the Senior Subordinated Notes (such offer to exchange being referred to as the "Exchange Offer") and the Subsidiary Guarantees thereof and (ii) a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Senior Subordinated Notes and to use its best efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. This Agreement, the Senior Credit Agreement, the Indenture, the Notes, the Subsidiary Guarantees and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Operative Documents."
Substantially all of the net proceeds of the Offering will be used to finance a portion of the cash consideration for the Company's acquisition (the "Acquisition") of McNeilus Companies, Inc., a Minnesota corporation ("McNeilus"). The Acquisition will be made pursuant to that certain Stock Purchase Agreement between the Company, McNeilus, and the shareholders of McNeilus named therein dated as of December 8, 1997 (the "Acquisition Agreement").
Immediately upon consummation of the Acquisition, McNeilus shall, and shall cause each of its domestic subsidiaries, other than MFSI, Oshkosh/McNeilus Financial Services, Inc. and Nations Casualty Insurance, Inc., (collectively, the "McNeilus Subsidiary Guarantors") to, execute and deliver a counterpart of this Agreement, the Registration Rights Agreement, the Indenture and its respective Subsidiary Guarantee.
4. Delivery and Payment.
(a) Delivery of, and payment of the Purchase Price for, the Senior Subordinated Notes shall be made at the offices of Foley & Lardner, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202 or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m. New York City time, on February 26, 1998 or at such other time on the same date or such other date as shall be agreed upon by the Initial Purchaser and the Company in writing. The time and date of such delivery and the payment for the Senior Subordinated Notes are herein called the "Closing Date."
(b) One or more of the Senior Subordinated Notes in definitive global form, registered in the name of Cede & Co., as nominee of the Depository Trust Company ("DTC"), having an aggregate principal amount corresponding to the aggregate principal amount of the Senior Subordinated Notes (collectively, the "Global Note"), shall be delivered by the Company to the Initial Purchaser (or as the Initial Purchaser directs) in each case with any transfer taxes thereon duly paid by the Company against payment by the Initial Purchaser of the Purchase Price thereof by wire transfer in same day funds to the order of the Company. The Global Note shall be made available to the Initial Purchaser for inspection not later than 9:30 a.m., New York City time, on the business day immediately preceding the Closing Date.
5. Agreements of the Company and the Guarantors. Each of the Company and the Guarantors hereby agrees with the Initial Purchaser as follows:
(a) To advise the Initial Purchaser promptly and, if requested by the Initial Purchaser, confirm such advice in writing, (i) of the issuance by any state securities commission of any stop order suspending the qualification or exemption from qualification of any Senior Subordinated Notes for offering or sale in any jurisdiction designated by the Initial Purchaser pursuant to Section 5(e) hereof, or the initiation of any proceeding by any state securities commission or any other federal or state regulatory authority for such purpose and (ii) of the happening of any event during the period referred to in Section 5(c) below that makes any statement of a material fact made in the Preliminary Offering Memorandum or the Offering Memorandum untrue or that requires any additions to or changes in the Preliminary Offering Memorandum or the Offering Memorandum in order to make the statements therein not misleading. The Company and the Guarantors shall use their best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of any Senior Subordinated Notes under any state securities or Blue Sky laws and, if at any time any state securities commission or other federal or state regulatory authority shall issue an order suspending the qualification or exemption of any Senior Subordinated Notes under any state securities or Blue Sky laws, the Company and the Guarantors shall use their best efforts to obtain the withdrawal or lifting of such order at the earliest possible time.
(b) To furnish the Initial Purchaser and those persons identified by the Initial Purchaser to the Company as many copies of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments or supplements thereto, as the Initial Purchaser may reasonably request for the time period specified in Section 5(c). Subject to the Initial Purchaser's compliance with its representations and warranties and agreements set forth in Section 7 hereof, the Company consents to the use of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments and supplements thereto required pursuant hereto, by the Initial Purchaser in connection with Exempt Resales.
(c) During such period as in the opinion of counsel for the Initial Purchaser an Offering Memorandum is required by law to be delivered in connection with Exempt Resales by the Initial Purchaser and in connection with market-making activities of the Initial Purchaser for so long as any Senior Subordinated Notes are outstanding, (i) not to make any amendment or supplement to the Offering Memorandum of which the Initial Purchaser shall not previously have been advised or to which the Initial Purchaser shall reasonably object after being so advised and (ii) to prepare promptly upon the Initial Purchaser's reasonable request, any amendment or supplement to the Offering Memorandum which may be necessary or advisable in connection with such Exempt Resales or such market-making activities.
(d) If, during the period referred to in Section 5(c) above, any event shall occur or condition shall exist as a result of which, in the opinion of counsel to the Initial Purchaser, it becomes necessary to amend or supplement the Offering Memorandum in order to make the statements therein, in the light of the circumstances when such Offering Memorandum is delivered to an Eligible Purchaser, not misleading, or if, in the opinion of counsel to the Initial Purchaser, it is necessary to amend or supplement the Offering Memorandum to comply with any applicable law, forthwith to prepare an appropriate amendment or supplement to such Offering Memorandum so that the statements therein, as so amended or supplemented, will not, in the light of the circumstances when it is so delivered, be misleading, or so that such Offering Memorandum will comply with applicable law, and to furnish to the Initial Purchaser and such other persons as the Initial Purchaser may designate such number of copies thereof as the Initial Purchaser may reasonably request.
(e) Prior to the sale of all Senior Subordinated Notes pursuant to Exempt Resales as contemplated hereby, to cooperate with the Initial Purchaser and counsel to the Initial Purchaser in connection with the registration or qualification of the Senior Subordinated Notes for offer and sale to the Initial Purchaser and pursuant to Exempt Resales under the securities or Blue Sky laws of such jurisdictions as the Initial Purchaser may request and to continue such registration or qualification in effect so long as required for Exempt Resales and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that neither the Company nor any Guarantor shall be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process, or taxation other than as to matters and transactions relating to the Preliminary Offering Memorandum, the Offering Memorandum or Exempt Resales, in any jurisdiction in which it is not now so subject.
(f) So long as the Notes are outstanding, for any such period during which the Company is not subject to, and in compliance with, the periodic reporting requirements of Section 13 or Section 15 of the Exchange Act, (i) to mail and make generally available as soon as practicable after the end of each fiscal year to the record holders of the Notes a financial report of the Company and its subsidiaries on a consolidated basis (and a similar financial report of all unconsolidated subsidiaries, if any), all such financial reports to include a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of cash flows and a consolidated statement of shareholders' equity as of the end of and for such fiscal year, together with comparable information as of the end of and for the preceding year, certified by the Company's independent public accountants and (ii) to mail and make generally available as soon as practicable after the end of each quarterly period (except for the last quarterly period of each fiscal year) to such holders, a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows (and similar financial reports of all unconsolidated subsidiaries, if any) as of the end of and for such period, and for the period from the beginning of such year to the close of such quarterly period, together with comparable information for the corresponding periods of the preceding year.
(g) So long as the Notes are outstanding, to furnish to the Initial Purchaser as soon as available copies of all reports or other communications furnished by the Company or any of the Guarantors to its security holders or furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company or any of the Guarantors is listed and such other publicly available information concerning the Company and/or its subsidiaries as the Initial Purchaser may reasonably request.
(h) So long as any of the Senior Subordinated Notes remain outstanding and during any period in which the Company and the Guarantors are not subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to make available to any holder of Senior Subordinated Notes in connection with any sale thereof and any prospective purchaser of such Senior Subordinated Notes from such holder, the information ("Rule 144A Information") required by Rule 144A(d)(4) under the Act.
(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of the obligations of the Company and the Guarantors under this Agreement, including: (i) the fees, disbursements and expenses of counsel to the Company and the Guarantors and accountants of the Company and the Guarantors in connection with the sale and delivery of the Senior Subordinated Notes to the Initial Purchaser and pursuant to Exempt Resales, and all other fees and expenses in connection with the preparation, printing, filing and distribution of the Preliminary Offering Memorandum, the Offering Memorandum and all amendments and supplements to any of the foregoing (including financial statements), including the mailing and delivering of copies thereof to the Initial Purchaser and persons designated by it in the quantities specified herein, (ii) all costs and expenses related to the transfer and delivery of the Senior Subordinated Notes to the Initial Purchaser and pursuant to Exempt Resales, including any transfer or other taxes payable thereon,
(iii) all costs of printing or reproducing this Agreement, the other Operative Documents and any other agreements or documents in connection with the offering, purchase, sale or delivery of the Senior Subordinated Notes, (iv) all expenses in connection with the registration or qualification of the Senior Subordinated Notes and the Subsidiary Guarantees for offer and sale under the securities or Blue Sky laws of the several states and all costs of printing or producing any preliminary and supplemental Blue Sky memoranda in connection therewith (including the filing fees and fees and disbursements of counsel for the Initial Purchaser in connection with such registration or qualification and memoranda relating thereto), (v) the cost of printing certificates representing the Senior Subordinated Notes and the Subsidiary Guarantees,
(vi) all expenses and listing fees in connection with the application for quotation of the Senior Subordinated Notes in the National Association of Securities Dealers, Inc. ("NASD") Automated Quotation System - PORTAL ("PORTAL"), (vii) the fees and expenses of the Trustee and the Trustee's counsel in connection with the Indenture, the Notes and the Subsidiary Guarantees, (viii) the costs and charges of any transfer agent, registrar and/or depositary (including DTC), (ix) any fees charged by rating agencies for the rating of the Notes, (x) all costs and expenses of the Exchange Offer and any Registration Statement, as set forth in the Registration Rights Agreement, and (xi) and all other costs and expenses incident to the performance of the obligations of the Company and the Guarantors hereunder for which provision is not otherwise made in this Section.
(j) To use its best efforts to effect the inclusion of the Senior Subordinated Notes in PORTAL and to maintain the listing of the Senior Subordinated Notes on PORTAL for so long as the Senior Subordinated Notes are outstanding.
(k) To obtain the approval of DTC for "book-entry" transfer of the Notes, and to comply with all of its agreements set forth in the representation letters of the Company and the Guarantors to DTC relating to the approval of the Notes by DTC for "book-entry" transfer.
(l) During the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Company or any Guarantor or any warrants, rights or options to purchase or otherwise acquire debt securities of the Company or any Guarantor substantially similar to the Notes and the Subsidiary Guarantees (other than (i) the Notes and the Subsidiary Guarantees, (ii) in connection with the Senior Credit Facility and (iii) commercial paper issued in the ordinary course of business), without the prior written consent of the Initial Purchaser.
(m) Not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Act) that would be integrated with the sale of the Senior Subordinated Notes to the Initial Purchaser or pursuant to Exempt Resales in a manner that would require the registration of any such sale of the Senior Subordinated Notes under the Act.
(n) Not to voluntarily claim, and to actively resist any attempts to claim, the benefit of any usury laws against the holders of any Notes and the related Subsidiary Guarantees.
(o) To cause the Exchange Offer to be made in the appropriate form to permit Exchange Notes and guarantees thereof by the Guarantors registered pursuant to the Act to be offered in exchange for the Senior Subordinated Notes and the Subsidiary Guarantees and to comply with all applicable federal and state securities laws in connection with the Exchange Offer.
(p) To comply with all of its agreements set forth in the Registration Rights Agreement.
(q) To use its best efforts to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Senior Subordinated Notes and the Subsidiary Guarantees.
(r) Immediately upon consummation of the Acquisition, to cause McNeilus and each McNeilus Subsidiary Guarantor to execute and deliver a counterpart of this Agreement, the Registration Rights Agreement, the Indenture, and its Subsidiary Guarantee, so that McNeilus and each McNeilus Subsidiary Guarantor becomes a Guarantor for all purposes hereof and thereof.
6. Representations, Warranties and Agreements of the Company and the Guarantors. As of the date hereof, each of the Company and the Guarantors represents and warrants to, and agrees with, the Initial Purchaser that:
(a) The Preliminary Offering Memorandum and the Offering Memorandum do not, and any supplement or amendment to them will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties contained in this paragraph (a) shall not apply to statements in or omissions from the Preliminary Offering Memorandum or the Offering Memorandum (or any supplement or amendment thereto) based upon information relating to the Initial Purchaser furnished to the Company in writing by the Initial Purchaser expressly for use therein. No stop order preventing the use of the Preliminary Offering Memorandum or the Offering Memorandum, or any amendment or supplement thereto, or any order asserting that any of the transactions contemplated by this Agreement are subject to the registration requirements of the Act, has been issued.
(b) Each of the Company and its subsidiaries and McNeilus and its subsidiaries has been duly incorporated, is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation and has the corporate power and authority to carry on its business and to own, lease and operate its properties as described in the Preliminary Offering Memorandum and the Offering Memorandum, and each is duly qualified and is in good standing as a foreign corporation authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the business, prospects, financial condition or results of operations of the Company and its subsidiaries (including McNeilus and its subsidiaries), taken as a whole, or draw into question the validity of this Agreement or the other Operative Documents (a "Material Adverse Effect").
(c) All outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid, non-assessable except, with respect to assessability, as provided in
Section 180.0622(2)(b) of the Wisconsin Business Corporation Law and judicial interpretations thereof, and not subject to any preemptive or similar rights.
(d) The entities listed on Schedule B hereto are the only subsidiaries, direct or indirect, of the Company. All of the outstanding shares of capital stock of each of the Company's subsidiaries and McNeilus and its subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable, and are (in the case of the Company's subsidiaries) or upon consummation of the Acquisition will be (in the case of McNeilus and subsidiaries) owned by the Company, directly or indirectly through one or more subsidiaries, free and clear of any security interest, claim, lien, encumbrance or adverse interest of any nature, other than pledges of such shares made pursuant to the Senior Credit Facility (each, a "Lien").
(e) This Agreement has been duly authorized, executed and delivered by the Company and each of the Guarantors, except McNeilus and the McNeilus Subsidiary Guarantors. Upon consummation of the Acquisition, this Agreement will be duly authorized, executed and delivered by McNeilus and the McNeilus Subsidiary Guarantors.
(f) The Indenture has been duly authorized by the Company and each of the Guarantors, except McNeilus and the McNeilus Subsidiary Guarantors, and on the Closing Date will have been validly executed and delivered by the Company and each of the Guarantors, except McNeilus and the McNeilus Subsidiary Guarantors. Upon consummation of the Acquisition, the Indenture will be duly authorized, executed and delivered by McNeilus and the McNeilus Subsidiary Guarantors. When the Indenture has been duly executed and delivered by the Company and each of the Guarantors, the Indenture will be a valid and binding agreement of the Company and each Guarantor, enforceable against the Company and each Guarantor in accordance with its terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. On the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the "TIA" or "Trust Indenture Act"), and the rules and regulations of the Commission applicable to an indenture which is qualified thereunder.
(g) The Senior Subordinated Notes have been duly authorized and, on the Closing Date, will have been validly executed and delivered by the Company. When the Senior Subordinated Notes have been issued, executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchaser in accordance with the terms of this Agreement, the Senior Subordinated Notes will be entitled to the benefits of the Indenture and will be valid and binding obligations of the Company, enforceable in accordance with their terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. On the Closing Date, the Senior Subordinated Notes will conform as to legal matters to the description thereof contained in the Offering Memorandum.
(h) On the Closing Date, the Exchange Notes will have been duly authorized by the Company. When the Exchange Notes are issued, executed and authenticated in accordance with the terms of the Exchange Offer and the Indenture, the Exchange Notes will be entitled to the benefits of the Indenture and will be the valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability.
(i) The Subsidiary Guarantee to be endorsed on the Senior Subordinated Notes by each Guarantor has been duly authorized by each Guarantor, except McNeilus and the McNeilus Subsidiary Guarantors, and on the Closing Date will have been duly executed and delivered by each such Guarantor, except McNeilus and the McNeilus Subsidiary Guarantors. Upon consummation of the Acquisition, the Subsidiary Guarantee will be duly authorized, executed and delivered by McNeilus and the McNeilus Subsidiary Guarantors. When the Senior Subordinated Notes have been issued, executed and authenticated in accordance with the Indenture and delivered to and paid for by the Initial Purchaser in accordance with the terms of this Agreement, the Subsidiary Guarantee of each Guarantor, including McNeilus and the McNeilus Subsidiary Guarantors, endorsed thereon will be entitled to the benefits of the Indenture and will be the valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. On the Closing Date, the Subsidiary Guarantees to be endorsed on the Senior Subordinated Notes will conform as to legal matters to the description thereof contained in the Offering Memorandum.
(j) The Subsidiary Guarantee to be endorsed on the Exchange Notes by each Guarantor has been duly authorized by each such Guarantor, except McNeilus and the McNeilus Subsidiary Guarantors. Upon consummation of the Acquisition, the Subsidiary Guarantee of McNeilus and the McNeilus Subsidiary Guarantors will be duly authorized. When issued, the Exchange Notes will have been duly executed and delivered by each such Guarantor. When the Exchange Notes have been issued, executed and authenticated in accordance with the terms of the Exchange Offer and the Indenture, the Subsidiary Guarantee of each Guarantor endorsed thereon will be entitled to the benefits of the Indenture and will be the valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. When the Exchange Notes are issued, authenticated and delivered, the Subsidiary Guarantees to be endorsed on the Exchange Notes will conform as to legal matters to the description thereof in the Offering Memorandum.
(k) The Registration Rights Agreement has been duly authorized by the Company and each of the Guarantors and, on the Closing Date, will have been duly authorized, executed and delivered by the Company and each of the Guarantors. When the Registration Rights Agreement has been duly executed and delivered, the Registration Rights Agreement will be a valid and binding agreement of the Company and each of the Guarantors, enforceable against the Company and each Guarantor in accordance with its terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. On the Closing Date, the Registration Rights Agreement will conform as to legal matters to the description thereof in the Offering Memorandum.
(l) Neither the Company nor any of its subsidiaries nor McNeilus nor any of its subsidiaries is (A) in violation of its respective charter or by-laws or (B) in default in the performance of any obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which the Company or any of its subsidiaries or McNeilus or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or McNeilus or any of its subsidiaries or their respective property is bound, which violations or defaults would, singly or in the aggregate in the case of clause (B), have a Material Adverse Effect.
(m) The execution, delivery and performance of this Agreement and the other Operative Documents by the Company and each of the Guarantors, compliance by the Company and each of the Guarantors with all provisions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) conflict with or constitute a breach of any of the terms or provisions of, or a default under, the charter or by-laws of the Company or any of its subsidiaries or McNeilus or any of its subsidiaries (ii) conflict with or constitute a breach of any of the terms or provisions of or a default under, any indenture, loan agreement, mortgage, lease or other agreement or instrument that is material to the Company and its subsidiaries (including for purposes of this subsection McNeilus or any of its subsidiaries), taken as a whole, to which the Company or any of its subsidiaries or McNeilus or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or McNeilus or any of its subsidiaries or their respective property is bound, (iii) require any consent, approval, authorization or other order of, or qualification with, any court or governmental body or agency (except such as may be required under the securities or Blue Sky laws of the various states), (iv) violate or conflict with any applicable law or any rule, regulation, judgment, order or decree of any court or any governmental body or agency having jurisdiction over the Company, any of its subsidiaries or McNeilus or any of its subsidiaries or their respective property, (v) result in the imposition or creation of (or the obligation to create or impose) a Lien under, any agreement or instrument to which the Company or any of its subsidiaries or McNeilus or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or McNeilus or any of its subsidiaries or their respective property is bound, or (vi) result in the termination, suspension or revocation of any Authorization (as defined below) of the Company or any of its subsidiaries or McNeilus or any of its subsidiaries or result in any other impairment of the rights of the holder of any such Authorization, other than in the case of clauses (ii) through (vi), any of the foregoing that would not, singly or in the aggregate have a Material Adverse Effect.
(n) Except as described in the Preliminary Offering Memorandum, there are no legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is or could be a party or to which any of their respective property is or could be subject, which, if adversely determined, would result, singly or in the aggregate, in a Material Adverse Effect.
(o) Except with respect to matters described in the Preliminary Offering Memorandum, neither the Company nor any of its subsidiaries nor McNeilus or any of its subsidiaries has violated any foreign, federal, state or local law or regulation relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws"), any provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any provisions of the Foreign Corrupt Practices Act or the rules and regulations promulgated thereunder, except for such violations which, singly or in the aggregate, would not have a Material Adverse Effect.
(p) Except with respect to matters described in the Preliminary Offering Memorandum, there are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any Authorization, any related constraints on operating activities and any potential liabilities to third parties) which would, singly or in the aggregate, have a Material Adverse Effect.
(q) Each of the Company and its subsidiaries and McNeilus and its subsidiaries has such permits, licenses, consents, exemptions, franchises, authorizations and other approvals (each, an "Authorization") of, and has made all filings with and notices to, all governmental or regulatory authorities and self-regulatory organizations and all courts and other tribunals, including without limitation, under any applicable Environmental Laws, as are necessary to own, lease, license and operate its respective properties and to conduct its business, except where the failure to have any such Authorization or to make any such filing or notice would not, singly or in the aggregate, have a Material Adverse Effect. Each such Authorization is valid and in full force and effect and each of the Company and its subsidiaries and McNeilus and its subsidiaries is in compliance with all the terms and conditions thereof and with the rules and regulations of the authorities and governing bodies having jurisdiction with respect thereto; and no event has occurred (including, without limitation, the receipt of any notice from any authority or governing body) which allows or, after notice or lapse of time or both, would allow, revocation, suspension or termination of any such Authorization or results or, after notice or lapse of time or both, would result in any other impairment of the rights of the holder of any such Authorization; and such Authorizations contain no restrictions that are burdensome to the Company or any of its subsidiaries or McNeilus or any of its subsidiaries; except where such failure to be valid and in full force and effect or to be in compliance, the occurrence of any such event or the presence of any such restriction would not, singly or in the aggregate, have a Material Adverse Effect.
(r) The accountants, Ernst & Young LLP, and Larson, Allen, Weishair and Co., LLP, that have certified the financial statements and supporting schedules included in the Preliminary Offering Memorandum and the Offering Memorandum are independent public accountants with respect to the Company and the Guarantors, as required by the Act and the Exchange Act. The historical financial statements, together with related schedules and notes, set forth in the Preliminary Offering Memorandum and the Offering Memorandum comply as to form in all material respects with the requirements applicable to registration statements on Form S-3 under the Act.
(s) The historical financial statements, together with related schedules and notes forming part of the Offering Memorandum (and any amendment or supplement thereto), present fairly the consolidated financial position, results of operations and changes in financial position of the Company and its subsidiaries and McNeilus and its subsidiaries on the basis stated in the Offering Memorandum at the respective dates or for the respective periods to which they apply; such statements and related schedules and notes have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except as disclosed therein; and the other financial and statistical information and data set forth in the Offering Memorandum (and any amendment or supplement thereto) are, in all material respects, accurately presented and prepared on a basis consistent with such financial statements and the books and records of the Company and its subsidiaries and McNeilus and its subsidiaries.
(t) The pro forma financial statements included in the Preliminary Offering Memorandum and the Offering Memorandum have been prepared on a basis consistent with the historical financial statements of the Company and its subsidiaries and McNeilus and its subsidiaries and give effect to assumptions used in the preparation thereof on a reasonable basis and in good faith and present fairly the historical and proposed transactions contemplated by the Preliminary Offering Memorandum and the Offering Memorandum; and such pro forma financial statements comply as to form in all material respects with the requirements applicable to pro forma financial statements included in registration statements on Form S-3 under the Act. The other pro forma financial and statistical information and data included in the Offering Memorandum are, in all material respects, accurately presented and prepared on a basis consistent with the pro forma financial statements.
(u) Neither the Company nor any of its subsidiaries nor McNeilus or any of its subsidiaries is, nor after giving effect to the offering and sale of the Senior Subordinated Notes and the application of the net proceeds thereof as described in the Offering Memorandum, will be, an "investment company," as such term is defined in the Investment Company Act of 1940, as amended.
(v) There are no contracts, agreements or understandings between the Company or any Guarantor and any person granting such person the right to require the Company or such Guarantor to file a registration statement under the Act with respect to any securities of the Company or such Guarantor or to require the Company or such Guarantor to include such securities with the Notes and Subsidiary Guarantees registered pursuant to any Registration Statement.
(w) Neither the Company nor any of its subsidiaries nor McNeilus or any of its subsidiaries nor any agent thereof acting on the behalf of them has taken, and none of them will take, any action that might cause this Agreement or the issuance or sale of the Senior Subordinated Notes to violate Regulation G (12 C.F.R. Part 207), Regulation T (12 C.F.R. Part 220), Regulation U (12 C.F.R. Part 221) or Regulation X (12 C.F.R. Part 224) of the Board of Governors of the Federal Reserve System.
(x) No "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Act (i) has imposed (or has informed the Company or any Guarantor that it is considering imposing) any condition (financial or otherwise) on the Company's or any Guarantor's retaining any rating assigned to the Company or any Guarantor, any securities of the Company or any Guarantor or (ii) has indicated to the Company or any Guarantor that it is considering (a) the downgrading, suspension, or withdrawal of, or any review for a possible change that does not indicate the direction of the possible change in, any rating so assigned or (b) any change in the outlook for any rating of the Company, any Guarantor or any securities of the Company or any Guarantor.
(y) Since the respective dates as of which information is given in the Offering Memorandum and other than as set forth in the Offering Memorandum (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (i) there has not occurred any material adverse change or any development involving a prospective material adverse change in the condition, financial or otherwise, or the earnings, business, management or operations of the Company and its subsidiaries (including for purposes of this subsection McNeilus and its subsidiaries, taken as a whole, (ii) there has not been any material adverse change or any development involving a prospective material adverse change in the capital stock or in the long-term debt of the Company or any of its subsidiaries or McNeilus or any of its subsidiaries and (iii) neither the Company nor any of its subsidiaries nor McNeilus or any of its subsidiaries has incurred any material liability or obligation, direct or contingent.
(z) Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, contains all the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Act.
(aa) When the Senior Subordinated Notes and the Subsidiary Guarantees are issued and delivered pursuant to this Agreement, neither the Senior Subordinated Notes nor the Subsidiary Guarantees will be of the same class (within the meaning of Rule 144A under the Act) as any security of the Company or the Guarantors that is listed on a national securities exchange registered under Section 6 of the Exchange Act or that is quoted in a United States automated inter-dealer quotation system.
(bb) No form of general solicitation or general advertising (as defined in Regulation D under the Act) was used by the Company, the Guarantors or any of their respective representatives (other than the Initial Purchaser, as to whom the Company and the Guarantors make no representation) in connection with the offer and sale of the Senior Subordinated Notes contemplated hereby, including, but not limited to, articles, notices or other communications published in any newspaper, magazine, or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. No securities of the same class as the Senior Subordinated Notes have been issued and sold by the Company within the six-month period immediately prior to the date hereof.
(cc) Prior to the effectiveness of any Registration Statement, the Indenture is not required to be qualified under the TIA.
(dd) None of the Company, the Guarantors nor any of their respective affiliates or any person acting on its or their behalf (other than the Initial Purchaser, as to whom the Company and the Guarantors make no representation) has engaged or will engage in any directed selling efforts within the meaning of Regulation S under the Act ("Regulation S") with respect to the Senior Subordinated Notes or the Subsidiary Guarantees.
(ee) Assuming the accuracy of your representations, warranties and agreements in Section 7 hereof, the Senior Subordinated Notes offered and sold in reliance on Regulation S have been and will be offered and sold only in offshore transactions.
(ff) The sale of the Senior Subordinated Notes pursuant to Regulation S is not part of a plan or scheme to evade the registration provisions of the Act.
(gg) No registration under the Act of the Senior Subordinated Notes or the Subsidiary Guarantees is required for the sale of the Senior Subordinated Notes and the Subsidiary Guarantees to the Initial Purchaser as contemplated hereby or for the Exempt Resales assuming the accuracy of the Initial Purchaser's representations and warranties and agreements set forth in Section 7 hereof.
(hh) The Acquisition Agreement has been duly authorized, executed and delivered by each of the Company, McNeilus and McNeilus' shareholders and constitutes the valid and binding agreement of each of them, enforceable against each of them, in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, fraud, insolvency, fraudulent conveyance, reorganization, moratorium, or other similar laws affecting the enforcement of creditors' rights generally and general equitable principles.
(ii) The Company, the Guarantors and their respective affiliates and all persons acting on their behalf (other than the Initial Purchaser, as to whom the Company and the Guarantors make no representation) have complied with and will comply with the offering restrictions requirements of Regulation S in connection with the offering of the Senior Subordinated Notes outside the United States and, in connection therewith, the Offering Memorandum will contain the disclosure required by Rule 902(h).
(jj) The Company is a "reporting issuer", as defined in Rule 902 under the Act.
(kk) The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all Liens and defects, except such as are described in the Offering Memorandum or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and its subsidiaries; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries, in each case except as described in the Offering Memorandum.
(ll) The Company and its subsidiaries own or possess, or can acquire on reasonable terms, all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names ("intellectual property") currently employed by them in connection with the business now operated by them except where the failure to own or possess or otherwise be able to acquire such intellectual property would not, singly or in the aggregate, have a Material Adverse Effect; and neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of such intellectual property which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect.
(mm) Except as disclosed in the Offering Memorandum, no relationship, direct or indirect, exists between or among the Company or any of its subsidiaries on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company or any of its subsidiaries on the other hand, which would be required by the Act to be described in the Offering Memorandum if the Offering Memorandum were a prospectus included in a registration statement on Form S-3 filed with the Commission.
(nn) The Company and each of its subsidiaries that is a Significant Subsidiary (as defined in Rule 1-02(w) of Regulation S-X) maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(oo) All tax returns required to be filed by the Company and each of its subsidiaries in any jurisdiction have been filed, other than those filings being contested in good faith, and all material taxes, including withholding taxes, penalties and interest, assessments, fees and other charges due pursuant to such returns or pursuant to any assessment received by the Company or any of its subsidiaries have been paid, other than those being contested in good faith and for which adequate reserves have been provided and except where the failure to file such returns or make such payments would not, singly or in the aggregate, have a Material Adverse Effect.
(pp) All indebtedness of the Company and the Guarantors that will be repaid with the proceeds of the issuance and sale of the Senior Subordinated Notes was incurred, and the indebtedness represented by the Senior Subordinated Notes is being incurred, for proper purposes and in good faith and each of the Company and the Guarantors was, at the time of the incurrence of such indebtedness that will be repaid with the proceeds of the issuance and sale of the Senior Subordinated Notes, and will be on the Closing Date (after giving effect to the application of the proceeds from the issuance of the Senior Subordinated Notes) solvent, and had at the time of the incurrence of such indebtedness that will be repaid with the proceeds of the issuance and sale of the Senior Subordinated Notes and will have on the Closing Date (after giving effect to the application of the proceeds from the issuance of the Senior Subordinated Notes) sufficient capital for carrying on their respective business and were, at the time of the incurrence of such indebtedness that will be repaid with the proceeds of the issuance and sale of the Senior Subordinated Notes, and will be on the Closing Date (after giving effect to the application of the proceeds from the issuance of the Senior Subordinated Notes) able to pay their respective debts as they mature.
(qq) To the knowledge of the Company, no action has been taken and no law, statute, rule or regulation or order has been enacted, adopted or issued by any governmental agency or body which prevents the execution, delivery and performance of any of the Operative Documents, the issuance of the Senior Subordinated Notes or the Subsidiary Guarantees, or suspends the sale of the Senior Subordinated Notes or the Subsidiary Guarantees in any jurisdiction referred to in Section 4(e); and to the knowledge of the Company, no injunction, restraining order or other order or relief of any nature by a federal or state court or other tribunal of competent jurisdiction has been issued with respect to the Company or any of its subsidiaries which would prevent or suspend the issuance or sale of the Senior Subordinated Notes or the Subsidiary Guarantees in any jurisdiction referred to in Section 4(e).
(rr) Other than as described in the Offering Memorandum or as would not, singly or in the aggregate, have a Material Adverse Effect, there are no (i) no claims pending or threatened against the Company by the United States government (the "Government") or any other party related to any Government contract or subcontract, (ii) default notices, cure notices, show cause notices pending or threatened against the Company by the Government or any other party related to any Government contract or subcontract; (iii) instances of default or material instances of contractual or regulatory noncompliance by the Company related to any Government contract or subcontract; (iv) suits (civil or criminal) or investigations pending or threatened against the Company by the Government or any other party related to any Government contract or subcontract; or
(v) suspensions, debarments, or administrative proceedings pending or threatened involving the Company related to any Government contract or subcontract.
(ss) Except with respect to matters as would not, individually or in the aggregate, result in a Material Adverse Effect, during the past five years, the Company has neither conducted or initiated an internal investigation (nor had reason to conduct or initiate an internal investigation), nor made any voluntary disclosure to the Government with respect to any alleged irregularity, misstatement or omission related to any government contract or subcontract.
(tt) The cost accounting and procurement systems and practices of the Company are, and for the past five years have been, in material compliance with all applicable Government laws and regulations (including all applicable cost accounting standards).
(uu) There are no pending or unresolved audits by the Government (including the DCAA) related to any government contract or subcontract, except for (i) Cost Accounting Standard (CAS) issues regarding Sustaining Engineering, Product Support (Warranty) and Material Overhead, (ii) post-award audits regarding the LVS Base, A-Frame, X010 HEMTT Overhaul II, X159 HET, X159 HET (Modification for 187 vehicles), X039 CBT and HEMTT Family (Modification P00003) contracts and (iii) pending audits of the Company's Material Management Accounting System and treatment of Federal Excise Tax with respect to federal government contracts.
The Company acknowledges that the Initial Purchaser and, for purposes of the opinions to be delivered to the Initial Purchaser pursuant to Section 9 hereof, counsel to the Company and the Guarantors and counsel to the Initial Purchaser will rely upon the accuracy and truth of the foregoing representations and hereby consents to such reliance.
7. Initial Purchaser's Representations and Warranties. The Initial Purchaser represents and warrants to, and agrees with, the Company and the Guarantors:
(a) Such Initial Purchaser is either a QIB or an Accredited Institution, in either case, with such knowledge and experience in financial and business matters as is necessary in order to evaluate the merits and risks of an investment in the Senior Subordinated Notes.
(b) Such Initial Purchaser (A) is not acquiring the Senior Subordinated Notes with a view to any distribution thereof or with any present intention of offering or selling any of the Senior Subordinated Notes in a transaction that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction and (B) will be reoffering and reselling the Senior Subordinated Notes only to
(x) QIBs in reliance on the exemption from the registration requirements of the Act provided by Rule 144A, (y) not more than five Accredited Institutions that execute and deliver a letter containing certain representations and agreements in the form attached as Annex A to the Offering Memorandum and (z) in offshore transactions in reliance upon Regulation S under the Act.
(c) Such Initial Purchaser agrees that no form of general solicitation or general advertising (within the meaning of Regulation D under the Act) has been or will be used by such Initial Purchaser or any of its representatives in connection with the offer and sale of the Senior Subordinated Notes pursuant hereto, including, but not limited to, articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
(d) Such Initial Purchaser agrees that, in connection with Exempt Resales, such Initial Purchaser will solicit offers to buy the Senior Subordinated Notes only from, and will offer to sell the Senior Subordinated Notes only to, Eligible Purchasers. Each Initial Purchaser further agrees that it will offer to sell the Senior Subordinated Notes only to, and will solicit offers to buy the Senior Subordinated Notes only from (A) Eligible Purchasers that the Initial Purchaser reasonably believes are QIBs, (B) Accredited Institutions who make the representations contained in, and execute and return to the Initial Purchaser, a certificate in the form of Annex A attached to the Offering Memorandum and (C) Regulation S Purchasers, in each case, that agree that
(x) the Senior Subordinated Notes purchased by them may be resold, pledged or otherwise transferred within the time period referred to under Rule
144(k) (taking into account the provisions of Rule 144(d) under the Act, if applicable) under the Act, as in effect on the date of the transfer of such Senior Subordinated Notes, only (I) to the Company or any of its subsidiaries, (II) to a person whom the seller reasonably believes is a QIB purchasing for its own account or for the account of a QIB in a transaction meeting the requirements of Rule 144A under the Act, (III) in an offshore transaction (as defined in Rule 902 under the Act) meeting the requirements of Rule 904 of the Act, (IV) in a transaction meeting the requirements of Rule 144 under the Act, (V) to an Accredited Institution that, prior to such transfer, furnishes the Trustee a signed letter containing certain representations and agreements relating to the registration of transfer of such Senior Subordinated Note (the form of which is substantially the same as Annex A to the Offering Memorandum) and, if such transfer is in respect of an aggregate principal amount of Senior Subordinated Notes less than $250,000, an opinion of counsel acceptable to the Company that such transfer is in compliance with the Act, (VI) in accordance with another exemption from the registration requirements of the Act (and based upon an opinion of counsel acceptable to the Company) or (VII) pursuant to an effective registration statement and, in each case, in accordance with the applicable securities laws of any state of the United States or any other applicable jurisdiction and
(y) they will deliver to each person to whom such Senior Subordinated Notes or an interest therein is transferred a notice substantially to the effect of the foregoing.
(e) Such Initial Purchaser and its affiliates or any person acting on its or their behalf have not engaged or will not engage in any directed selling efforts within the meaning of Regulation S with respect to the Senior Subordinated Notes or the Subsidiary Guarantees.
(f) The Senior Subordinated Notes offered and sold by such Initial Purchaser pursuant hereto in reliance on Regulation S have been and will be offered and sold only in offshore transactions.
(g) The sale of the Senior Subordinated Notes offered and sold by such Initial Purchaser pursuant hereto in reliance on Regulation S is not part of a plan or scheme to evade the registration provisions of the Act.
(h) Such Initial Purchaser agrees that it has not offered or sold and will not offer or sell the Senior Subordinated Notes in the United States or to, or for the benefit or account of, a U.S. Person (other than a distributor), in each case, as defined in Rule 902 under the Act (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Senior Subordinated Notes pursuant hereto and the Closing Date, other than in accordance with Regulation S of the Act or another exemption from the registration requirements of the Act. Such Initial Purchaser agrees that, during such 40-day restricted period, it will not cause any advertisement with respect to the Senior Subordinated Notes (including any "tombstone" advertisement) to be published in any newspaper or periodical or posted in any public place and will not issue any circular relating to the Senior Subordinated Notes, except such advertisements as are permitted by and include the statements required by Regulation S.
(i) Such Initial Purchaser agrees that, at or prior to confirmation of a sale of Senior Subordinated Notes by it to any distributor, dealer or person receiving a selling concession, fee or other remuneration during the 40-day restricted period referred to in Rule 903(c)(2) under the Act, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect:
"The Senior Subordinated Notes covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the Offering and the Closing Date, except in either case in accordance with Regulation S under the Securities Act (or Rule 144A or to Accredited Institutions in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Senior Subordinated Notes covered hereby in reliance on Regulation S during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meanings assigned to them in Regulation S."
Such Initial Purchaser acknowledges that the Company and the Guarantors and, for purposes of the opinions to be delivered to each Initial Purchaser pursuant to Section 9 hereof, counsel to the Company and the Guarantors and counsel to the Initial Purchaser will rely upon the accuracy and truth of the foregoing representations and such Initial Purchaser hereby consents to such reliance.
8. Indemnification.
(a) The Company and each Guarantor agree, jointly and severally, to indemnify and hold harmless the Initial Purchaser, its directors, its officers and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, liabilities and judgments (including, without limitation, any reasonable legal or other expenses incurred in connection with investigating or defending any matter, including any action, that could give rise to any such losses, claims, damages, liabilities or judgments) caused by any untrue statement or alleged untrue statement of a material fact contained in the Offering Memorandum (or any amendment or supplement thereto), the Preliminary Offering Memorandum or any Rule 144A Information provided by the Company or any Guarantor to any holder or prospective purchaser of Senior Subordinated Notes pursuant to Section 5(h) or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or judgments are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the Company by the Initial Purchaser expressly for use in the Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto); provided, however, that the foregoing indemnity agreement with respect to any Preliminary Offering Memorandum shall not inure to the benefit of the Initial Purchaser if the Initial Purchaser failed to deliver a Final Offering Memorandum (as then amended or supplemented, provided by the Company to the several Initial Purchasers in the requisite quantity and on a timely basis to permit proper delivery on or prior to the Closing Date) to the person asserting any losses, claims, damages and liabilities and judgments caused by any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Memorandum, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such material misstatement or omission or alleged material misstatement or omission was cured in the Final Offering Memorandum.
(b) The Initial Purchaser agrees to indemnify and hold harmless the Company and the Guarantors, and their respective directors and officers and each person, if any, who controls (within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act) the Company or the Guarantors, to the same extent as the foregoing indemnity from the Company and the Guarantors to the Initial Purchaser but only with reference to information furnished in writing to the Company by the Initial Purchaser expressly for use in the Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto).
(c) In case any action shall be commenced involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the "indemnified party"), the indemnified party shall promptly notify the person against whom such indemnity may be sought (the "indemnifying party") in writing and the indemnifying party shall assume the defense of such action, including the employment of counsel reasonably satisfactory to the indemnified party and the payment of all reasonable fees and expenses of such counsel, as incurred (except that in the case of any action in respect of which indemnity may be sought pursuant to both Sections 8(a) and 8(b), the Initial Purchaser shall not be required to assume the defense of such action pursuant to this Section 8(c), but may employ separate counsel and participate in the defense thereof, but the fees and expenses of such counsel, except as provided below, shall be at the expense of the Initial Purchaser). Any indemnified party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified party unless (i) the employment of such counsel shall have been specifically authorized in writing by the indemnifying party, (ii) the indemnifying party shall have failed to assume the defense of such action or employ counsel reasonably satisfactory to the indemnified party or (iii) the named parties to any such action (including any impleaded parties) include both the indemnified party and the indemnifying party, and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of the indemnified party). In any such case, the indemnifying party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified parties and all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by BancAmerica Robertson Stephens, in the case of the parties indemnified pursuant to Section 8(a), and by the Company, in the case of parties indemnified pursuant to Section 8(b), subject in each case to the approval of the indemnifying party, which shall not be unreasonably delayed or withheld. The indemnifying party shall indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments by reason of any settlement of any action (i) effected with its written consent or (ii) effected without its written consent if the settlement is entered into more than thirty business days after the indemnifying party shall have received a request from the indemnified party for reimbursement for the fees and expenses of counsel (in any case where such fees and expenses are at the expense of the indemnifying party) and, prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action in respect of which the indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the indemnified party, unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability on claims that are or could have been the subject matter of such action and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified party.
(d) To the extent the indemnification provided for in this
Section 8 is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages, liabilities or judgments referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities and judgments (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and the Initial Purchaser on the other hand from the offering of the Senior Subordinated Notes or (ii) if the allocation provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 8(d)(i) above but also the relative fault of the Company and the Guarantors, on the one hand, and the Initial Purchaser, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or judgments, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantors, on the one hand and the Initial Purchaser, on the other hand, shall be deemed to be in the same proportion as the total net proceeds from the offering of the Senior Subordinated Notes (after underwriting discounts and commissions, but before deducting expenses) received by the Company, and the total discounts and commissions received by the Initial Purchaser bear to the total price to investors of the Senior Subordinated Notes, in each case as set forth in the table on the cover page of the Offering Memorandum. The relative fault of the Company and the Guarantors, on the one hand, and the Initial Purchaser, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Guarantors, on the one hand, or the Initial Purchaser, on the other hand, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
The Company and the Guarantors, and the Initial Purchaser agree that it would not be just and equitable if contribution pursuant to this
Section 8(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or judgments referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any reasonable legal or other expenses incurred by such indemnified party in connection with investigating or defending any matter, including any action, that could have given rise to such losses, claims, damages, liabilities or judgments. Notwithstanding the provisions of this Section 8, the Initial Purchaser shall not be required to contribute any amount in excess of the amount by which the total discounts and commissions received by such Initial Purchasers exceeds the amount of any damages which the Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
(e) The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.
9. Conditions of Initial Purchaser's Obligations. The obligations of the Initial Purchaser to purchase the Senior Subordinated Notes under this Agreement are subject to the satisfaction of each of the following conditions:
(a) All the representations and warranties of the Company and the Guarantors contained in this Agreement shall be true and correct on the Closing Date with the same force and effect as if made on and as of the Closing Date.
(b) Since the respective dates as of which information is given in the Offering Memorandum other than as set forth in the Offering Memorandum (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (i) there shall not have occurred any change or any development involving a prospective change in the condition, financial or otherwise, or the earnings, business, management or operations of the Company and its subsidiaries (including for purposes of this subsection McNeilus and its subsidiaries), taken as a whole, (ii) there shall not have been any change or any development involving a prospective change in the capital stock or in the long-term debt of the Company or any of its subsidiaries or McNeilus or any of its Subsidiaries and (iii) neither the Company nor any of its subsidiaries nor McNeilus or any of its subsidiaries shall have incurred any liability or obligation, direct or contingent, the effect of which, in any such case described in clause 9(b)(i), 9(b)(ii) or 9(b)(iii), in your judgment, is material and adverse and, in your judgment, makes it impracticable to market the Senior Subordinated Notes on the terms and in the manner contemplated in the Offering Memorandum.
(c) You shall have received on the Closing Date a certificate dated the Closing Date, signed by the President and the Chief Financial Officer of the Company and each of the Guarantors, confirming the matters set forth in Sections 6(y) and 9(a) and stating that each of the Company and the Guarantors has complied with all the agreements and satisfied all of the conditions herein contained and required to be complied with or satisfied on or prior to the Closing Date.
(d) You shall have received on the Closing Date an opinion (satisfactory to you and counsel for the Initial Purchaser), dated the Closing Date, of Foley & Lardner, counsel for the Company and the Guarantors, to the effect that:
(i) each of the Company and its subsidiaries and McNeilus and its subsidiaries is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation and has the corporate power and authority to carry on its business and to own, lease and operate its properties as described in the Offering Memorandum;
(ii) each of the Company and its subsidiaries and McNeilus and its subsidiaries is duly qualified and is in good standing as a foreign corporation authorized to do business in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect;
(iii) all the outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid, non-assessable except, with respect to accessibility, as provided in Section 180.062(2)(b) of the Wisconsin Business Corporation Law and judicial interpretations thereof, and not subject to any preemptive or similar rights;
(iv) to such counsel's knowledge, all of the outstanding shares of capital stock of each of the Company's subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable, and are owned by the Company, free and clear of any Lien except, with respect to accessibility, as provided in
Section 180.062(2)(b) of the Wisconsin Business Corporation Law and judicial interpretations thereof;
(v) the Senior Subordinated Notes have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchaser in accordance with the terms of this Agreement, will be entitled to the benefits of the Indenture and will be valid and legally binding obligations of the Company. The Subsidiary Guarantees have been duly authorized by each Guarantor (except McNeilus and the McNeilus Subsidiary Guarantors) and, when the Senior Subordinated Notes are executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchaser in accordance with the terms of this Agreement, the Subsidiary Guarantees endorsed thereon will be entitled to the benefits of the Indenture and will be valid and binding obligations of the Guarantors (except McNeilus and the McNeilus Subsidiary Guarantors). The Indenture has been duly authorized, executed and delivered by the Company and each Guarantor (except McNeilus and the McNeilus Subsidiary Guarantors) and is a valid and binding agreement of the Company and each Guarantor (except McNeilus and the McNeilus Subsidiary Guarantors). The Senior Subordinated Notes, the Subsidiary Guarantees and the Indenture are each enforceable against the Company and each Guarantor (except McNeilus and the McNeilus Subsidiary Guarantors, with respect to whom such documents will be enforceable upon their execution) in accordance with its terms, subject in each case to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles and subject to the qualification that certain provisions thereof may be unenforceable in whole or in part under the laws of the State of Wisconsin, but the inclusion of such provisions does not affect the validity of the Senior Subordinated Notes, the Subsidiary Guarantees or the Indenture and each of them contain legally adequate provisions for the realization of the principal legal rights and benefits afforded thereby. The Indenture and the Subsidiary Guarantees will be duly authorized, executed and delivered by McNeilus and the McNeilus Subsidiary Guarantors immediately upon consummation of the Acquisition, assuming the delivery of certain shareholder and director consents of McNeilus and the McNeilus Subsidiary Guarantors in the form reviewed by such counsel;
(vi) this Agreement has been duly authorized, executed and delivered by the Company and the Guarantors (except McNeilus and the McNeilus Subsidiary Guarantors); this Agreement will be duly authorized, executed and delivered by McNeilus and the McNeilus Subsidiary Guarantors immediately upon consummation of the Acquisition, assuming the delivery of certain shareholder and director consents of McNeilus and the McNeilus Subsidiary Guarantors in the form reviewed by such counsel;
(vii) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and the Guarantors (except McNeilus and the McNeilus Subsidiary Guarantors) and is a valid and binding agreement of the Company and each Guarantor (except McNeilus and the McNeilus Subsidiary Guarantors), enforceable against the Company and each Guarantor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; and the Registration Rights Agreement will be duly authorized, executed and delivered by McNeilus and the McNeilus Subsidiary Guarantors immediately upon consummation of the Acquisition, assuming the delivery of certain shareholder and director consents of McNeilus and the McNeilus Subsidiary Guarantors in the form reviewed by such counsel;
(viii) the Exchange Notes have been duly authorized;
(ix) the statements under the captions "The Transactions," "Certain Transactions," "Description of Indebtedness," "Description of Notes" and "Certain Tax Considerations" in the Offering Memorandum, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present in all material respects such legal matters, documents and proceedings;
(x) neither the Company nor any of its subsidiaries is in violation of its respective charter or by-laws and, to the best of such counsel's knowledge, and except such as would not have a Material Adverse Effect, neither the Company nor any of its subsidiaries is in default in the performance of any obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument that is material to the Company and its subsidiaries, taken as a whole, to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or their respective property is bound;
(xi) the execution, delivery and performance of this Agreement and the other Operative Documents by the Company and each of the Guarantors, the compliance by the Company and each of the Guarantors with all provisions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not (i) require any consent, approval, authorization or other order of, or qualification with, any governmental body or agency (except such as may be required under the securities or Blue Sky laws of the various states) or, to such counsel's knowledge, any court, (ii) conflict with or constitute a breach of any of the terms or provisions of, or a default under, the charter or by-laws of the Company or any of its subsidiaries, or any indenture, loan agreement, mortgage, lease or other agreement or instrument known to such counsel to which the Company and its subsidiaries, including McNeilus and its subsidiaries, are bound or to which any of their respective properties are subject, (iii) to such counsel's knowledge, violate or conflict with any applicable law or any rule, regulation, judgment, order or decree of any court or any governmental body or agency having jurisdiction over the Company, any of its subsidiaries or McNeilus or any of its subsidiaries or their respective property or (iv) to such counsel's knowledge, result in the imposition or creation of (or the obligation to create or impose) a Lien under any agreement or instrument to which the Company or any of its subsidiaries or McNeilus or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or McNeilus or any of its subsidiaries or their respective property is bound.
(xii) such counsel does not know of any legal or governmental proceedings to which the Company or any of its subsidiaries or McNeilus or any of its subsidiaries is a party or to which any of their respective property is subject, that is required to be described in the Company's latest Annual Report on Form 10-K filed pursuant to the Exchange Act, or would be required to be so described, if the facts and circumstances known to such counsel had been known on the date of such filing, that is not so described.
(xiii) the Company is not and, after giving effect to the offering and sale of the Senior Subordinated Notes and the application of the net proceeds thereof as described in the Offering Memorandum, will not be, an "investment company" as such term is defined in the Investment Company Act of 1940, as amended;
(xiv) to the best of such counsel's knowledge after due inquiry, there are no contracts, agreements or understandings between the Company or any Guarantor and any person granting such person the right to require the Company or such Guarantor to file a registration statement under the Act with respect to any securities of the Company or such Guarantor or to require the Company or such Guarantor to include such securities with the Notes and Subsidiary Guarantees registered pursuant to any Registration Statement;
(xv) the Indenture complies as to form in all material respects with the requirements of the TIA and the rules and regulations of the Commission applicable to an indenture which is qualified thereunder. It is not necessary in connection with the offer, sale and delivery of the Senior Subordinated Notes to the Initial Purchaser in the manner contemplated by this Agreement or in connection with the Exempt Resales to qualify the Indenture under the TIA.
(xvi) no registration under the Act of the Senior Subordinated Notes is required for the sale of the Senior Subordinated Notes to the Initial Purchaser as contemplated by this Agreement or for the Exempt Resales assuming that
(i) each Eligible Purchaser that purchases Notes is a QIB,
(ii) the accuracy of, and compliance with, the Initial Purchaser's representations and agreements contained in
Section 7 of this Agreement, and (iii) the accuracy of the representations of the Company and the Guarantors set forth in Sections 6(bb), (dd), (ee) and (ff) of this Agreement.
(xvii) no facts came to such counsel's attention which lead such counsel to believe that, as of the date of the Offering Memorandum or as of the Closing Date, the Offering Memorandum, as amended or supplemented, if applicable (except for the financial or statements, financial schedules and other financial or statistical data included therein, as to which such counsel need not express any belief) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The opinion of Foley & Lardner described in Section 9(d) above shall be rendered to you at the request of the Company and the Guarantors and shall so state therein. In giving such opinion with respect to the matters covered by Section 9(d)(xxii), Foley & Lardner may state that their opinion and belief are based upon their participation in the preparation of the Offering Memorandum and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification except as specified. With respect to matters covered by subsections 9(d)(iii), 9(d)(iv), 9(d)(x), 9(d)(xi)(iv) and 9(d)(xiv), an opinion of the general counsel to the Company may be substituted for that of Foley & Lardner. Except where McNeilus and the McNeilus Subsidiary Guarantors are specifically identified in subsections 9(d)(i) - 9(d)(xvii), opinions contained therein with respect to McNeilus and the McNeilus Subsidiary Guarantors may be given by Siegel, Brill, Greupner, Duffy & Foster.
(e) The Initial Purchaser shall have received on the Closing Date an opinion, dated the Closing Date, of Latham & Watkins, counsel for the Initial Purchaser, in form and substance reasonably satisfactory to the Initial Purchaser.
(f) The Initial Purchaser shall have received on the Closing Date an opinion, dated the Closing Date and addressed to the Company, which expressly permits the Initial Purchaser to rely thereon, of Seigel, Brill, Greupner, Duffy & Foster, counsel to McNeilus and its subsidiaries.
(g) The Initial Purchaser shall have received, at the time this Agreement is executed and at the Closing Date, letters dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Initial Purchaser from Ernst & Young LLP, and Larson, Allen, Weishair and Co., LLP, independent public accountants, containing the information and statements of the type ordinarily included in accountants' "comfort letters" to the Initial Purchaser with respect to the financial statements and certain financial information contained in the Offering Memorandum.
(h) The Senior Subordinated Notes shall have been approved by the NASD for trading and duly listed in PORTAL.
(i) The Initial Purchaser shall have received a counterpart, conformed as executed, of the Indenture which shall have been entered into by the Company, the Guarantors (except McNeilus and the McNeilus Subsidiary Guarantors) and the Trustee; the Initial Purchaser shall have received signature pages of the Indenture for delivery immediately upon consummation of the Acquisition from McNeilus and the McNeilus Subsidiary Guarantors.
(j) The Company and the Guarantors (except McNeilus and the McNeilus Subsidiary Guarantors) shall have executed the Registration Rights Agreement and the Initial Purchaser shall have received an original copy thereof, duly executed by the Company and the Guarantors (except McNeilus and the McNeilus Subsidiary Guarantors); the Initial Purchaser shall have received signature pages of the Registration Rights Agreement for delivery immediately upon consummation of the Acquisition from McNeilus and the McNeilus Subsidiary Guarantors.
(k) Neither the Company nor the Guarantors shall have failed at or prior to the Closing Date to perform or comply with any of the agreements herein contained and required to be performed or complied with by the Company or the Guarantors, as the case may be, at or prior to the Closing Date.
(l) The Company and the Guarantors (except McNeilus and the McNeilus Subsidiary Guarantors) shall have executed this Agreement and the Initial Purchaser shall have received an original copy thereof, duly executed by the Company and the Guarantors (except McNeilus and the McNeilus Subsidiary Guarantors); the Initial Purchaser shall have received signature pages of this Agreement for delivery immediately upon consummation of the Acquisition from McNeilus and the McNeilus Subsidiary Guarantors.
(m) Prior to or on the Closing Date all material conditions (as determined by the Initial Purchaser) to the consummation of
(a) the Acquisition and (b) the $325 million Senior Credit Facility (the "Senior Credit Facility"), have been waived or satisfied and the parties to the Acquisition Agreement and to the Senior Credit Agreement shall be, in the reasonable judgment of the Initial Purchaser, prepared to close immediately, in each case on substantially the same terms as described in the Offering Memorandum.
10. Effectiveness of Agreement and Termination. This Agreement shall become effective upon the execution and delivery of this Agreement by the parties hereto.
This Agreement may be terminated at any time on or prior to the Closing Date by the Initial Purchaser by written notice to the Company if any of the following has occurred: (i) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic conditions or in the financial markets of the United States or elsewhere that, in the Initial Purchaser's judgment, is material and adverse and, in the Initial Purchaser's judgment, makes it impracticable to market the Senior Subordinated Notes on the terms and in the manner contemplated in the Offering Memorandum, (ii) the suspension or material limitation of trading in securities or other instruments on the New York Stock Exchange, the American Stock Exchange, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade or the Nasdaq National Market or limitation on prices for securities or other instruments on any such exchange or the Nasdaq National Market,
(iii) the suspension of trading of any securities of the Company or any Guarantor on any exchange or in the over-the-counter market, (iv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects, or will materially and adversely affect, the business, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, (v) the declaration of a banking moratorium by either federal or New York State authorities or (vi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in your opinion has a material adverse effect on the financial markets in the United States.
11. Miscellaneous. Notices given pursuant to any provision of this Agreement shall be addressed as follows: (i) if to the Company or any Guarantor, to Oshkosh Truck Corporation, P.O. Box 2566, Oshkosh, Wisconsin 54903-2566, telephone number (414) 235-9151, and (ii) if to the Initial Purchaser, BancAmerica Robertson Stephens, 231 South LaSalle Street, Chicago, Illinois 60697, Attention: High-Yield Syndication Department, or in any case to such other address as the person to be notified may have requested in writing.
The respective indemnities, contribution agreements, representations, and warranties of the Company, the Guarantors and the Initial Purchaser set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, and will survive delivery of and payment for the Senior Subordinated Notes, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Initial Purchaser, the officers or directors of the Initial Purchaser, any person controlling the Initial Purchaser, the Company, any Guarantor, the officers or directors of the Company or any Guarantor, or any person controlling the Company or any Guarantor, (ii) acceptance of the Senior Subordinated Notes and payment for them hereunder and (iii) termination of this Agreement; provided, however, that if this Agreement is terminated by the Initial Purchaser pursuant to the second paragraph of
Section 10 hereof, the indemnities, contribution agreements, representations and warranties of all of the parties hereto shall immediately expire.
If for any reason the Senior Subordinated Notes are not delivered by or on behalf of the Company as provided herein (other than as a result of any termination of this Agreement pursuant to Section 10), the Company and each Guarantor, jointly and severally, agree to reimburse the Initial Purchaser for all out-of-pocket expenses (including the fees and disbursements of counsel) incurred by them. Notwithstanding any termination of this Agreement, the Company shall be liable for all expenses which it has agreed to pay pursuant to Section 5(i) hereof. The Company and each Guarantor also agree, jointly and severally, to reimburse the Initial Purchaser and its officers, directors and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Act or Section 20 of the Exchange Act for any and all fees and expenses (including without limitation the fees and expenses of counsel) incurred by them in connection with enforcing their valid and legitimate rights under this Agreement (including without limitation its rights under
Section 8).
Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Guarantors, the Initial Purchaser, the Initial Purchaser's directors and officers, any controlling persons referred to herein, the directors of the Company and the Guarantors and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term "successors and assigns" shall not include a purchaser of any of the Senior Subordinated Notes from the Initial Purchaser merely because of such purchase.
This Agreement shall be governed and construed in accordance with the laws of the State of New York.
This Agreement may be signed in various counterparts which together shall constitute one and the same instrument.
Please confirm that the foregoing correctly sets forth the agreement among the Company, the Guarantors and the Initial Purchaser.
Very truly yours,
OSHKOSH TRUCK CORPORATION

By:  /s/ Charles L. Szews
     Name:     Charles L. Szews
     Title:    Executive Vice President
          and Chief Financial Officer	

MCNEILUS TRUCK & MANUFACTURING, INC.

By:  /s/ Charles L. Szews
     Name:     Charles L. Szews
     Title:    Executive Vice President
          and Chief Financial Officer	

IOWA CONTRACT FABRICATORS, INC.

By:  /s/ Charles L. Szews
     Name:     Charles L. Szews
     Title:    Executive Vice President
          and Chief Financial Officer	

MCINTIRE FABRICATORS, INC.

By:  /s/ Charles L. Szews

     Name:     Charles L. Szews
     Title:    Executive Vice President
          and Chief Financial Officer	

KENSETT FABRICATORS, INC.

By:  /s/ Charles L. Szews
     Name:     Charles L. Szews
     Title:    Executive Vice President
          and Chief Financial Officer	

MCNEILUS COMPANIES, INC.

By:  /s/ Charles L. Szews
     Name:     Charles L. Szews
     Title:    Executive Vice President
          and Chief Financial Officer	

MCNEILUS FINANCIAL, INC.

By:  /s/ Charles L. Szews
     Name:     Charles L. Szews
     Title:    Executive Vice President
          and Chief Financial Officer	

PIERCE MANUFACTURING, INC.

By:  /s/ Charles L. Szews
     Name:     Charles L. Szews
     Title:    Vice President and
          Chief Financial Officer	

SUMMIT PERFORMANCE SYSTEMS, INC.

By:  /s/ Charles L. Szews
     Name:     Charles L. Szews
     Title:    Vice President and
          Chief Financial Officer	

BANCAMERICA ROBERTSON STEPHENS

By:  /s/ Mark S. Dawley
     Name:     Mark S. Dawley
     Title:    Managing Director	

SCHEDULE A
Guarantors
Upon consummation of the Acquisition:
McNeilus Truck & Manufacturing, Inc.
Iowa Contract Fabricators, Inc.
McIntire Fabricators, Inc.
Kensett Fabricators, Inc.
McNeilus Companies, Inc.
McNeilus Financial, Inc.
Pierce Manufacturing, Inc.
Summit Performance Systems, Inc.

SCHEDULE B
Subsidiaries
Upon consummation of the Acquisition:
McNeilus Truck & Manufacturing, Inc.
Iowa Contract Fabricators, Inc.
McIntire Fabricators, Inc.
Kensett Fabricators, Inc.
McNeilus Companies, Inc.
McNeilus Financial, Inc.
Pierce Manufacturing, Inc.
Summit Performance Systems, Inc.
McNeilus Financial Services, Inc.
Oshkosh/McNeilus Financial Services, Inc. Nations Casualty Insurance, Inc.
Oshkosh Foreign Sales Corporation, Inc. Pierce Manufacturing International Inc. Dover Technologies, Inc.

EXHIBIT A
Form of Registration Rights Agreement

OSHKOSH TRUCK CORPORATION
EACH OF THE GUARANTORS NAMED HEREIN
$100,000,000
8-3/4% SENIOR SUBORDINATED NOTES DUE 2008
Purchase Agreement
February 20, 1998
BANCAMERICA ROBERTSON STEPHENS

                        F O L E Y  &  L A R D N E R
                       A T T O R N E Y S  A T  L A W

CHICAGO                       FIRSTAR CENTER                     SAN DIEGO
JACKSONVILLE             777 EAST WISCONSIN AVENUE           SAN FRANCISCO
LOS ANGELES           MILWAUKEE, WISCONSIN 53202-5367          TALLAHASSEE
MADISON                  TELEPHONE (414) 271-2400                    TAMPA
ORLANDO                  FACSIMILE (414) 297-4900         WASHINGTON, D.C.
SACRAMENTO                                                 WEST PALM BEACH
                           WRITER'S DIRECT LINE

                              March 13, 1998	

Oshkosh Truck Corporation
Pierce Manufacturing, Inc.
Summit Performance Systems, Inc.
McNeilus Companies, Inc.
McNeilus Truck & Manufacturing, Inc.
Iowa Contract Fabricators, Inc.
McIntire Fabricators, Inc.
Kensett Fabricators, Inc.
McNeilus Financial, Inc.
2307 Oregon Street
Oshkosh, Wisconsin 54903-2566
Ladies and Gentlemen:
We have acted as counsel for Oshkosh Truck Corporation, a Wisconsin corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-4, including the Prospects constituting a part thereof (the "Registration Statement"), to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to an offer to exchange (the "Exchange Offer") the Company's new 8 3/4% Senior Subordinated Notes due 2008 (the "New Notes") for an equal principal amount of the Company's outstanding 8 3/4% Senior Subordinated Notes due 2008 (the "Notes"). The New Notes will be fully and unconditionally guaranteed on a senior subordinated basis (the "New Note Guarantees") by, and will be joint and several obligations of, Pierce Manufacturing Inc., a Wisconsin corporation and a subsidiary of the Company, Summit Performance Systems, Inc., a Wisconsin corporation and a subsidiary of the Company, McNeilus Companies, Inc., a Minnesota corporation and a subsidiary of the Company, McNeilus Truck & Manufacturing, Inc., a Minnesota corporation and a subsidiary of the Company, Iowa Contract Fabricators, Inc., an Iowa corporation and a subsidiary of the Company, McIntire Fabricators, Inc., an Iowa corporation and a subsidiary of the Company, Kensett Fabricators, Inc., an Iowa corporation and a subsidiary of the Company, and McNeilus Financial, Inc., a Texas corporation and a subsidiary of the Company (collectively, the "Subsidiary Guarantors").
The Notes were issued, and the New Notes will be issued, pursuant to an Indenture (the "Indenture") dated as of February 26, 1998, by and among the Company, the Subsidiary Guarantors and Firstar Trust Company, a Wisconsin state banking corporation, as Trustee (the "Trustee").
In connection with our opinion, we have examined: (a) the Registration Statement, including the Prospectus; (b) the Indenture (included as Exhibit 4.2 to the Registration Statement); (c) the form of the New Notes (included as Exhibit 4.3 to the Registration Statement; (d) the form of the New Note Guarantees (included as Exhibit 4.4 to the Registration Statement); and (e) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion.
In our examinations of the above referenced documents, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.
Based upon the foregoing, assuming that the Indenture has been duly authorized, executed and delivered by, and represents the valid and binding obligation of, the Trustee, and when the Registration Statement, including any amendments thereto, shall have become effective under the Securities Act and the Indenture shall have been duly qualified under the Trust Indenture Act of 1939, as amended, and having regard for such legal considerations as we deem relevant, we are of the opinion that:
1. The New Notes, when duly executed and delivered by or on behalf of the Company in the form contemplated by the Indenture upon the terms set forth in the Exchange Offer and authenticated by the Trustee or an authenticating agent appointed by the Trustee in accordance with the terms of the Indenture, will be legally issued and valid and binding obligations of the Company enforceable in accordance with their terms; and
2. The New Note Guarantees, when duly executed and delivered by or on behalf of the Subsidiary Guarantors in the form contemplated by the Indenture upon the terms set forth in the Exchange Offer, will be legally issued and valid and binding obligations of the Subsidiary Guarantors enforceable in accordance with their terms;
except, in each case, as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other comparable laws affecting the enforcement of creditors' rights generally or the application of equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and subject, in each case, to the qualification that certain provisions thereof may be unenforceable in whole or in part under the laws of the State of Wisconsin, but the inclusion of such provision does not affect the validity of the New Notes or the New Note Guarantees and each of them contain legally adequate provisions for the realization of the principal legal rights and benefits afforded thereby.
We are qualified to practice law in the State of Wisconsin and we do not purport to be experts on the law other than that of the State of Wisconsin and the federal laws of the United States of America. In rendering our opinions with respect to the New Notes and the New Note Guarantees, we have assumed with your permission, and without independent investigation, that the applicable laws of the States of New York, Minnesota, Texas and Iowa are identical in all relevant respects to the substantive laws of the State of Wisconsin. We express no opinion and make no representation with respect to the law of any other jurisdiction. We express no opinion herein with respect to the treatment of any "choice of law" or similar provision contained in the New Notes, the New Note Guarantees or the Indenture under Wisconsin law.
This opinion is solely for your benefit and it may not be relied upon by any other person for any purpose without our prior written consent, except that we hereby consent to the reference to our firm under the caption "Legal Matters" in the Prospectus which is filed as part of the Registration Statement, and to the filing of this opinion as an exhibit to such Registration Statement. In giving this consent, we hereby disclaim that we are experts within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Subsidiary Guarantors or any other person, or any other document or agreement involved with the transactions contemplated by the Exchange Offer. We assume no obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein.
Very truly yours,

/s/ Foley & Lardner	

REGISTRATION RIGHTS AGREEMENT
Dated as of February 26, 1998
by and among
OSHKOSH TRUCK CORPORATION
THE SUBSIDIARY GUARANTORS party hereto
and
BANCAMERICA ROBERTSON STEPHENS

This Registration Rights Agreement (this "Agreement") is made and entered into as of February 26, 1998, by and among Oshkosh Truck Corporation, a Wisconsin corporation (the "Company"), the Subsidiary Guarantors (as defined herein), and BancAmerica Robertson Stephens (the "Initial Purchaser").
This Agreement is made pursuant to the Purchase Agreement, dated February 20, 1998, (the "Purchase Agreement"), by and among the Company, the Subsidiary Guarantors and the Initial Purchaser, which provides for the sale by the Company to the Initial Purchaser of an aggregate of $100 million principal amount of the Company's 8 % Senior Subordinated Notes due 2008 (the "Notes"). In order to induce the Initial Purchaser to purchase the Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchaser set forth in Section 9 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated the date hereof, among the Company, the Subsidiary Guarantors and Firstar Trust Company, as Trustee, relating to the Notes (the "Indenture").
The parties hereby agree as follows:
SECTION 1. DEFINITIONS
As used in this Agreement, the following capitalized terms shall have the following meanings:
Act: The Securities Act of 1933, as amended.
Affiliate: As defined in Rule 144 of the Act.
Broker-Dealer: Any broker or dealer registered under the Exchange Act.
Closing Date: The date hereof.
Commission: The Securities and Exchange Commission.
Consummate: An Exchange Offer shall be deemed "Consummated" for purposes of this Agreement upon the occurrence of (a) the filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Exchange Notes to be issued in the Exchange Offer, (b) the maintenance of such Exchange Offer Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the period required pursuant to Section 3(b) hereof, and (c) the delivery by the Company to the Registrar under the Indenture of Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Notes tendered by Holders thereof pursuant to the Exchange Offer.
Effectiveness Deadline: As defined in Section 3(a) and 4(a) hereof.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Exchange Notes: The Company's 8 % Senior Subordinated Notes due 2008 to be issued pursuant to the Indenture: (i) in the Exchange Offer or
(ii) as contemplated by Section 4 hereof.
Exchange Offer: The exchange and issuance by the Company of a principal amount of Exchange Notes (which shall be registered pursuant to the Exchange Offer Registration Statement) equal to the outstanding principal amount of Notes that are tendered by such Holders in connection with such exchange and issuance.
Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus.
Exempt Resales: The transactions in which the Initial Purchaser proposes to sell the Notes to a limited number of "qualified institutional buyers," as such term is defined in Rule 144A under the Act, to certain "accredited investors," as such term is defined in Rule
501(a)(1), (2), (3), (5) and (7) of Regulation D under the Act and pursuant to Regulation S under the Act.
Filing Deadline: As defined in Sections 3(a) and 4(a) hereof.
Holders: As defined in Section 2 hereof.
Indemnified Holder: As defined in Section 8(a) hereof.
Prospectus: The prospectus included in a Registration Statement at the time such Registration Statement is declared effective, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.
Recommencement Date: As defined in Section 6(e) hereof.
Registration Default: As defined in Section 5 hereof.
Registration Statement: Any registration statement of the Company and the Subsidiary Guarantors relating to (a) an offering of Exchange Notes and the related Subsidiary Guarantees pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, in each case, (i) that is filed pursuant to the provisions of this Agreement and (ii) including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.
Regulation S: Regulation S promulgated under the Act.
Restricted Broker-Dealer: Any Broker-Dealer that holds Exchange Notes that were acquired in the Exchange Offer in exchange for Notes that such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Notes acquired directly from the Company or any of its affiliates).
Rule 144: Rule 144 promulgated under the Act.
Shelf Registration Statement: As defined in Section 4 hereof.
Suspension Notice: As defined in Section 6(e) hereof.
TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on the date of the Indenture.
Transfer Restricted Securities: Each (i) Note and the related Subsidiary Guarantees, until the earliest to occur of (a) the date on which such Note is exchanged for an Exchange Note in the Exchange Offer and entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Act, (b) the date on which such Note has been disposed of in accordance with a Shelf Registration Statement, (c) the date on which such Note is distributed to the public pursuant to Rule 144 under the Act, and (ii) Exchange Note and the related Subsidiary Guarantees acquired by a Restricted Broker-Dealer in the Exchange Offer until the date on which such Note is disposed of by a Broker-Dealer pursuant to the "Plan of Distribution" contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein).
SECTION 2. HOLDERS
A Person is deemed to be a holder of Transfer Restricted Securities (each, a "Holder") whenever such Person owns Transfer Restricted Securities.
SECTION 3. REGISTERED EXCHANGE OFFER
(a) Unless the Exchange Offer shall not be permitted by applicable federal law (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Subsidiary Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date (the "Exchange Offer Filing Date"), but in no event later than 60 days after the Closing Date (such 60th day being the "Filing Deadline"), (ii) use its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the Closing Date (such 150th day being the "Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all pre- effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Notes to be offered in exchange for the Notes that are Transfer Restricted Securities and to permit resales of Exchange Notes by Restricted Broker- Dealers that tendered into the Exchange Offer for Notes that such Restricted Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.
(b) The Company and the Subsidiary Guarantors shall use their respective best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Company and the Subsidiary Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Subsidiary Guarantors shall use their respective best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 180 days after the Closing Date.
(c) The Company shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Restricted Broker-Dealer as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer; however, such Restricted Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Restricted Broker- Dealer in the Exchange Offer and that the Prospectus contained in the Exchange Offer Registration Statement may be used to satisfy such prospectus delivery requirement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Restricted Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Restricted Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Restricted Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993).
To the extent necessary to ensure that the Exchange Offer Registration Statement is available for sales of Exchange Notes by Restricted Broker-Dealers, the Company and the Subsidiary Guarantors agree to use their respective best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of one year (270 days if the only Restricted Broker-Dealer or Restricted Broker-Dealers that have requested Prospectuses from the Company pursuant to the next sentence are not the Initial Purchaser or Affiliates of the Initial Purchaser) from the date on which the Exchange Offer is Consummated, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company and the Subsidiary Guarantors shall promptly provide sufficient copies of the latest version of such Prospectus to such Restricted Broker-Dealers promptly upon request, and in no event later than one day after such request, at any time during such period.
SECTION 4. SHELF REGISTRATION
(a) Shelf Registration. If (i) the Exchange Offer is not permitted by applicable law (after the Company and the Subsidiary Guarantors have complied with the procedures set forth in Section 6(a)(i) below), (ii) if any Holder of Transfer Restricted Securities shall notify the Company within 20 Business Days following the Consummation of the Exchange Offer that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Notes acquired directly from the Company or any of its Affiliates, or (iii) the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date, then the Company and the Subsidiary Guarantors shall:
(x) cause to be filed, on or prior to 60 days after the earlier of
(i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above and (ii) the date on which the Company receives the notice specified in clause (a) (ii) above and (iii) the date in clause (a)(iii) above (such earlier date, the "Filing Deadline"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "Shelf Registration Statement")), relating to all Transfer Restricted Securities, and
(y) shall use their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline (such 90th day the "Effectiveness Deadline").
If, after the Company has filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company shall remain obligated to meet the Effectiveness Deadline set forth in clause (y).
The Company and the Subsidiary Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this
Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the date on which such Shelf Registration Statement first becomes effective under the Act, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto.
(b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 20 days after receipt of a request therefor, the information specified in Item 507 or 508 of Regulation S-K, as applicable, of the Act for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Transfer Restricted Securities shall be entitled to liquidated damages pursuant to Section 5 hereof unless and until such Holder shall have provided all such information. Each selling Holder agrees to promptly furnish additional information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.
SECTION 5. LIQUIDATED DAMAGES
If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline,
(ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated within 30 Business Days after the Effectiveness Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective immediately (each such event referred to in clauses (i) through
(iv), a "Registration Default"), then the Company and the Subsidiary Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby liquidated damages in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the liquidated damages shall increase by an additional $.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of liquidated damages of $.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Subsidiary Guarantors shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of
(i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease.
All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. All obligations of the Company and the Subsidiary Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Security shall have been satisfied in full.
SECTION 6. REGISTRATION PROCEDURES
(a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Subsidiary Guarantors shall comply with all applicable provisions of Section 6(c) below, shall use their respective best efforts to effect such exchange and to permit the resale of Exchange Notes by Restricted Broker-Dealers that tendered in the Exchange Offer Notes that such Restricted Broker-Dealer acquired for its own account as a result of its market making activities or other trading activities (other than Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Subsidiary Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Subsidiary Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company and the Subsidiary Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Subsidiary Guarantors hereby agree to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal basis, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Subsidiary Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. Each Holder using the Exchange Offer to participate in a distribution of the Exchange Notes will thereby be required to acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no- action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the Subsidiary Guarantors shall provide a supplemental letter to the Commission (A) stating that the Company and the Subsidiary Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that neither the Company nor any Subsidiary Guarantor has entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of the Company's and each Subsidiary Guarantor's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.
(b) Shelf Registration Statement. In connection with the Shelf Registration Statement, the Company and the Subsidiary Guarantors shall comply with all the provisions of Section 6(c) below and shall use their respective best efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Company pursuant to Section 4(b) hereof), and pursuant thereto the Company and the Subsidiary Guarantors will prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions hereof.
(c) General Provisions Applicable to All Registration Statements. In connection with any Registration Statement and any related Prospectus required by this Agreement, the Company and the Subsidiary Guarantors shall:
(i) use their respective best efforts to keep such Registration Statement continuously effective and provide all requisite financial statements for the period specified in Section 3 or 4 of this Agreement, as applicable. Upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company and the Subsidiary Guarantors shall file promptly an appropriate amendment to such Registration Statement curing such defect, and, if Commission review is required, use their respective best efforts to cause such amendment to be declared effective as soon as practicable; if at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Company and the Subsidiary Guarantors shall use their respective best efforts to obtain the withdrawal or lifting of such order at the earliest possible time;
(ii) prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as the case may be; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Act, and to comply fully with Rules 424, 430A and 462, as applicable, under the Act in a timely manner; and comply with the provisions of the Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;
(iii) in connection with any sale of Transfer Restricted Securities that will result in such securities no longer being Transfer Restricted Securities, cooperate with the selling Holders to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and to register such Transfer Restricted Securities in such denominations and such names as the selling Holders may request at least two Business Days prior to such sale of Transfer Restricted Securities;
(iv) use their respective best efforts to cause the disposition of the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Transfer Restricted Securities; provided, however, that neither the Company nor any Subsidiary Guarantor shall be required to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not now so subject;
(v) provide a CUSIP number for all Transfer Restricted Securities not later than the effective date of a Registration Statement covering such Transfer Restricted Securities and provide the Trustee under the Indenture with certificates for the Transfer Restricted Securities which are in a form eligible for deposit with the Depository Trust Company;
(vi) otherwise use their respective best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders with regard to any applicable Registration Statement, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) covering a twelve-month period beginning after the effective date of the Registration Statement (as such term is defined in paragraph (c) of Rule 158 under the Act); and
(vii) cause the Indenture to be qualified under the TIA not later than the effective date of the first Registration Statement required by this Agreement and, in connection therewith, cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the TIA; and execute and use its best efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner.
(d) Additional Provisions Applicable to Shelf Registration Statements and Certain Prospectuses. In connection with any shelf Registration or any Prospectus included in an Exchange Offer Registration Statement that is required to be delivered by a Restricted Broker-Dealer that is the Initial Purchaser or an Affiliate of the Initial Purchaser, the Company and the Subsidiary Guarantors shall:
(i) advise the selling Holders or such Restricted Broker-Dealer promptly and, if requested by such Persons, confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any applicable Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement in order to make the statements therein not misleading, or that requires the making of any additions to or changes in the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Company and the Subsidiary Guarantors shall use their respective best efforts to obtain the withdrawal or lifting of such order at the earliest possible time;
(ii) if any fact or event contemplated by Section 6(d)(i)(D) above shall exist or have occurred, prepare a supplement or post- effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(iii) furnish to any Restricted Broker-Dealer that is the Initial Purchaser or an Affiliate of the Initial Purchaser and each selling Holder named in any Shelf Registration Statement or Prospectus in connection with such sale, if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review and comment of such Restricted Broker-Dealer or Holders in connection with such sale, if any, for a period of at least five Business Days, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which such Restricted Broker- Dealer or selling Holders of the Transfer Restricted Securities covered by such Registration Statement in connection with such sale, if any, shall reasonably object within five Business Days after the receipt thereof. Any such objection by such Restricted Broker- Dealer or selling Holder shall be deemed to be reasonable if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission or fails to comply with the applicable requirements of the Act, which misstatement, omission or failure has not been corrected within such five Business Days period;
(iv) promptly prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus, provide copies of such document to the selling Holders or such Restricted Broker- Dealer in connection with such sale, if any, make the Company's and the Subsidiary Guarantors' representatives available for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such selling Holders may reasonably request;
(v) make available at reasonable times for inspection by the selling Holders participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such selling Holders or such Restricted Broker- Dealer, all financial and other records, pertinent corporate documents of the Company and the Subsidiary Guarantors and cause the Company's and the Subsidiary Guarantors' officers, directors and employees to supply all information reasonably requested by any such selling Holder, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness;
(vi) if requested by any selling Holders in connection with such sale, if any, promptly include in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders may reasonably request to have included therein, including, without limitation, information relating to the "Plan of Distribution" of the Transfer Restricted Securities; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be included in such Prospectus supplement or post-effective amendment;
(vii) furnish to each selling Holder in connection with such sale, if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);
(viii) deliver to each selling Holder, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Company and the Subsidiary Guarantors hereby consent to the use (in accordance with law) of the Prospectus and any amendment or supplement thereto by each of the selling Holders in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;
(ix) upon the request of any selling Holder, enter into such agreements (including underwriting agreements) and make such representations and warranties and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any applicable Registration Statement contemplated by this Agreement as may be reasonably requested by any Holder of Transfer Restricted Securities in connection with any sale or resale pursuant to any applicable Registration Statement and in such connection, the Company and the Subsidiary Guarantors shall:
A) upon request of any selling Holder, furnish (or in the case of paragraphs (2) and (3), use their respective best efforts to cause to be furnished) to each selling Holder, upon the effectiveness of the Shelf Registration Statement or upon Consummation of the Exchange Offer, as the case may be:
(1) a certificate, dated such date, signed on behalf of the Company and each Subsidiary Guarantor by (x) the President or any Vice President and (y) a principal financial or accounting officer of the Company and such Subsidiary Guarantor, confirming, as of the date thereof, the matters set forth in Sections 9(a), (b) and (c) of the Purchase Agreement and such other similar matters as the selling Holders may reasonably request;
(2) an opinion, dated the date of Consummation of the Exchange Offer, or the date of effectiveness of the Shelf Registration Statement, as the case may be, of counsel for the Company and the Subsidiary Guarantors covering matters similar to those set forth in Section 9(d) of the Purchase Agreement and such other matter as the selling Holders may reasonably request, and in any event including a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company and the Subsidiary Guarantors, representatives of the independent public accountants for the Company and the Subsidiary Guarantors and have considered the matters required to be stated therein and the statements contained therein, although such counsel has not independently verified the accuracy, completeness or fairness of such statements; and that such counsel advises that, on the basis of the foregoing, no facts came to such counsel's attention that caused such counsel to believe that the applicable Registration Statement, at the time such Registration Statement or any post-effective amendment thereto became effective and, in the case of the Exchange Offer Registration Statement, as of the date of Consummation of the Exchange Offer, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus contained in such Registration Statement as of its date and, in the case of the opinion dated the date of Consummation of the Exchange Offer, as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial and statistical data included in any Registration Statement contemplated by this Agreement or the related Prospectus; and
(3) a customary comfort letter, dated the date of Consummation of the Exchange Offer, or as of the date of effectiveness of the Shelf Registration Statement, as the case may be, from the Company's independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters to underwriters in connection with underwritten offerings, and affirming the matters set forth in the comfort letters delivered pursuant to Section 9(g) of the Purchase Agreement; and
(B) deliver such other documents and certificates as may be reasonably requested by the selling Holders or such Restricted Broker-Dealers to evidence compliance with clause (A) above and with any customary conditions contained in any agreement entered into by the Company and the Subsidiary Guarantors pursuant to this clause (xi);
(x) prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders or such Restricted Broker-Dealers and their counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions as the selling Holders may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the applicable Registration Statement; provided, however, that neither the Company nor any Subsidiary Guarantor shall be required to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not now so subject;
(xi) issue, upon the request of any Holder of Notes covered by any Shelf Registration Statement contemplated by this Agreement, Exchange Notes having an aggregate principal amount equal to the aggregate principal amount of Notes surrendered to the Company by such Holder in exchange therefor or being sold by such Holder; such Exchange Notes to be registered in the name of such Holder or in the name of the purchaser(s) of such Exchange Notes, as the case may be; in return, the Notes held by such Holder shall be surrendered to the Company for cancellation;
(xii) make appropriate officers of the Company available to the selling Holders or such Restricted Broker- Dealer for meetings with prospective purchasers of the Transfer Restricted Securities and prepare and present to potential investors customary "road show" material in a manner consistent with other new issuances of other securities similar to the Transfer Restricted Securities; and
(xiii) provide promptly to each Holder and such Restricted Broker-Dealer upon request each document filed with the Commission pursuant to the requirements of Section 13 or Section 15(d) of the Exchange Act.
(e) Restrictions on Holders. Each Holder and Restricted Broker- Dealer agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(i) or any notice from the Company of the existence of any fact of the kind described in Section 6(d)(i)(D) hereof (in each case, a "Suspension Notice"), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(d)(ii) hereof, or (ii) such Holder or such Restricted Broker- Dealer is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "Recommencement Date"). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in its possession which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in its possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the required period for effectiveness of such Registration Statement set forth in
Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date.
SECTION 7. REGISTRATION EXPENSES
(a) All expenses incident to the Company's and the Subsidiary Guarantors' performance of or compliance with this Agreement will be borne by the Company, regardless of whether a Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses; (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company, the Subsidiary Guarantors and the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Notes on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vi) all fees and disbursements of independent certified public accountants of the Company and the Subsidiary Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance).
The Company will, in any event, bear its and the Subsidiary Guarantors' internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company or the Subsidiary Guarantors.
(b) In connection with any Shelf Registration Statement required by this Agreement or resale by a Restricted Broker-Dealer that is the Initial Purchaser or an Affiliate of the Initial Purchaser, such Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Latham & Watkins, unless another firm shall be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.
SECTION 8. INDEMNIFICATION
(a) The Company and the Subsidiary Guarantors agree, jointly and severally, to indemnify and hold harmless (i) each Holder and (ii) each person, if any, who controls (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) any Holder (any of the persons referred to in this clause (ii) being hereinafter referred to as a "controlling person") and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an "Indemnified Holder"), from and against any and all losses, claims, damages, liabilities, judgments, (including without limitation, any legal or other expenses incurred in connection with investigating or defending any matter, including any action that could give rise to any such losses, claims, damages, liabilities or judgments) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, preliminary prospectus or Prospectus (or any amendment or supplement thereto) provided by the Company to any holder or any prospective purchaser of Exchange Notes, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or judgments are caused by an untrue statement or omission or alleged untrue statement or omission that is based upon information relating to any of the Holders furnished in writing to the Company by any of the Holders.
(b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Company and the Subsidiary Guarantors, and their respective directors and officers, and each person, if any, who controls (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Company, or the Subsidiary Guarantors to the same extent as the foregoing indemnity from the Company and the Subsidiary Guarantors to each of the Indemnified Holders, but only with reference to information relating to such Indemnified Holder furnished in writing to the Company by such Indemnified Holder expressly for use in any Registration Statement. In no event shall any Indemnified Holder be liable or responsible for any amount in excess of the amount by which the total amount received by such Indemnified Holder with respect to its sale of Transfer Restricted Securities pursuant to a Registration Statement exceeds (i) the amount paid by such Indemnified Holder for such Transfer Restricted Securities and (ii) the amount of any damages that such Indemnified Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.
(c) In case any action shall be commenced involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the "indemnified party"), the indemnified party shall promptly notify the person against whom such indemnity may be sought (the "indemnifying person") in writing and the indemnifying party shall assume the defense of such action, including the employment of counsel reasonably satisfactory to the indemnified party and the payment of all fees and expenses of such counsel, as incurred (except that in the case of any action in respect of which indemnity may be sought pursuant to both Sections 8(a) and 8(b), an Indemnified Holder shall not be required to assume the defense of such action pursuant to this Section 8(c), but may employ separate counsel and participate in the defense thereof, but the fees and expenses of such counsel, except as provided below, shall be at the expense of the Indemnified Holder). Any indemnified party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified party unless (i) the employment of such counsel shall have been specifically authorized in writing by the indemnifying party,
(ii) the indemnifying party shall have failed to assume the defense of such action or employ counsel reasonably satisfactory to the indemnified party or (iii) the named parties to any such action (including any impleaded parties) include both the indemnified party and the indemnifying party, and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of the indemnified party). In any such case, the indemnifying party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified parties and all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by a majority of the Indemnified Holders, in the case of the parties indemnified pursuant to Section 8(a), and by the Company, in the case of parties indemnified pursuant to Section 8(b). The indemnifying party shall indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments by reason of any settlement of any action (i) effected with its written consent or (ii) effected without its written consent if the settlement is entered into more than twenty business days after the indemnifying party shall have received a request from the indemnified party for reimbursement for the fees and expenses of counsel (in any case where such fees and expenses are at the expense of the indemnifying party) and, prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action in respect of which the indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the indemnified party, unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability on claims that are or could have been the subject matter of such action and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified party.
(d) To the extent that the indemnification provided for in this
Section 8 is unavailable to an indemnified party in respect of any losses, claims, damages, liabilities or judgments referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or judgments (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Subsidiary Guarantors, on the one hand, and the Holders, on the other hand, from their sale of Transfer Restricted Securities or (ii) if the allocation provided by clause 8(d)(i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 8(d)(i) above but also the relative fault of the Company and the Subsidiary Guarantors, on the one hand, and of the Indemnified Holder, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or judgments, as well as any other relevant equitable considerations. The relative fault of the Company and the Subsidiary Guarantors, on the one hand, and of the Indemnified Holder, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or such Subsidiary Guarantor, on the one hand, or by the Indemnified Holder, on the other hand, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and judgments referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.
The Company, the Subsidiary Guarantors and each Holder agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or judgments referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any matter, including any action that could have given rise to such losses, claims, damages, liabilities or judgments. Notwithstanding the provisions of this Section 8, no Holder or its related Indemnified Holders shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total received by such Holder with respect to the sale of its Transfer Restricted Securities pursuant to a Registration Statement exceeds the sum of (A) the amount paid by such Holder for such Transfer Restricted Securities plus (B) the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders' obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of Transfer Restricted Securities held by each of the Holders hereunder and not joint.
SECTION 9. RULE 144A
The Company and each Subsidiary Guarantor hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company or such Subsidiary Guarantor is not subject to Section 13 or 15(d) of the Securities Exchange Act, to make available, upon request of any Holder of Transfer Restricted Securities, to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.
SECTION 10. MISCELLANEOUS
(a) Remedies. The Company and the Subsidiary Guarantors acknowledge and agree that any failure by the Company and/or the Subsidiary Guarantors to comply with their respective obligations under Sections 3 and 4 hereof may result in material irreparable injury to the Initial Purchaser or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchaser or any Holder may obtain such relief as may be required to specifically enforce the Company's and the Subsidiary Guarantors' obligations under Sections 3 and 4 hereof. The Company and the Subsidiary Guarantors further agree to waive the defense in any action for specific performance that a remedy at law would be adequate.
(b) No Inconsistent Agreements. Neither the Company nor any Subsidiary Guarantor will, on or after the date of this Agreement, enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Neither the Company nor any Subsidiary Guarantor has previously entered into any agreement granting any registration rights with respect to its securities to any Person. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's and the Subsidiary Guarantors' securities under any agreement in effect on the date hereof.
(c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless (i) in the case of Section 5 hereof and this Section 10(c)(i), the Company has obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, the Company has obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding Transfer Restricted Securities held by the Company of its Affiliates). Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities subject to such Exchange Offer.
(d) Third Party Beneficiary. The Holders shall be third party beneficiaries to the agreements made hereunder between the Company and the Subsidiary Guarantors, on the one hand, and the Initial Purchaser, on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder.
(e) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:
(i) if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and
(ii) if to the Company or the Subsidiary Guarantors:
Oshkosh Truck Corporation 2307 Oregon Street
Oshkosh, Wisconsin 54903-2566 Telephone number: (920) 235-9151 Telecopier No.: (920) 233-9624 Attention: Chief Financial Officer
With a copy to:
Foley & Lardner
Firstar Center, 777 E. Wisconsin Avenue Milwaukee, Wisconsin 53202-5367 Telecopier No. (414) 297-4900 Attention: Benjamin F. Garmer, III
All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and on the next business day, if timely delivered to an air courier guaranteeing overnight delivery.
Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.
(f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Transfer Restricted Securities in violation of the terms hereof or of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Transfer Restricted Securities in any manner, whether by operation of law or otherwise, such Transfer Restricted Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Transfer Restricted Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement, including the restrictions on resale set forth in this Agreement and, if applicable, the Purchase Agreement, and such Person shall be entitled to receive the benefits hereof.
(g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
(h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
(i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF.
(j) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.
(k) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
OSHKOSH TRUCK CORPORATION

By:  /s/ Charles L. Szews
     Name: Charles L. Szews
     Title: Executive Vice President
          and Chief Financial Officer	

MCNEILUS TRUCK & MANUFACTURING, INC.

By:  /s/ Charles L. Szews
     Name: Charles L. Szews
     Title: Executive Vice President
          and Chief Financial Officer	

IOWA CONTRACT FABRICATORS, INC.

By:  /s/ Charles L. Szews
     Name: Charles L. Szews
     Title: Executive Vice President
          and Chief Financial Officer	

MCINTIRE FABRICATORS, INC.

By:  /s/ Charles L. Szews
     Name: Charles L. Szews
     Title: Executive Vice President
          and Chief Financial Officer	

KENSETT FABRICATORS, INC.

By:  /s/ Charles L. Szews
     Name: Charles L. Szews
     Title: Executive Vice President
          and Chief Financial Officer	

MCNEILUS COMPANIES, INC.

By:  /s/ Charles L. Szews
     Name: Charles L. Szews
     Title: Executive Vice President
          and Chief Financial Officer	

MCNEILUS FINANCIAL, INC.

By:  /s/ Charles L. Szews
     Name: Charles L. Szews
     Title: Executive Vice President
          and Chief Financial Officer	

PIERCE MANUFACTURING, INC.

By:  /s/ Charles L. Szews
     Name: Charles L. Szews
     Title: Vice President and
          Chief Financial Officer	

SUMMIT PERFORMANCE SYSTEMS, INC.

By:  /s/ Charles L. Szews
     Name: Charles L. Szews
     Title: Vice President and
          Chief Financial Officer	

BANCAMERICA ROBERTSON STEPHENS

By:  /s/ Mark S. Dawley
     Name:  Mark S. Dawley
     Title: Managing Director	

           OSHKOSH TRUCK CORPORATION AND CONSOLIDATED SUBSIDIARIES
              COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                        (Dollar amounts in thousands)
                                    Three Months Ended                       Fiscal Year Ended September 30,
                                       December 31,
                                     1997        1996            1997         1996        1995         1994         1993

  Income (loss) from continuing
   operations before income
   taxes per statement of income      $5,095      $3,072          $16,502    $(1,982)      $18,922     $22,102       $8,585
  Add:
   Portion of rents
    representative of the
    interest factor                       74          74              295         266          335         318          516
   Interest on indebtedness            2,450       3,503           12,504         923          679       1,080        3,683
   Amortization of debt expense           54          55              218           6           -           -            -
                                     -------     -------         --------     -------      -------    --------      -------
     Income (loss) as adjusted        $7,673      $6,704          $29,519      $(787)      $19,936     $23,500      $12,784
                                     =======     =======         ========    ========     ========    ========     ========
  Fixed charges

   Interest on indebtedness  (1)      $2,450      $3,503          $12,504        $923         $679      $1,080       $3,683
   Amortization of
    debt expense             (2)          54          55              218           6            -           -            -
   Rents                                 222         222              886         797        1,004         955        1,547
   Portion of rents
    representative of interest
    factor                   (3)          74          74              295         266          335         318          516
                                     -------     -------          -------     -------      -------     -------      -------
      Fixed charges(1)+(2)+(3)        $2,578      $3,632          $13,017      $1,195       $1,014      $1,398       $4,199
                                     =======     =======          =======     =======      =======     =======      =======
  Ratio of earnings to fixed
   charges                              2.98        1.85             2.27          NM        19.67       16.81         3.04
                                     =======     =======          =======     =======      =======     =======      =======
            Deficiency                                                         $1,982
                                                                              =======
_______________
 NM -- not meaningful.	

OSHKOSH TRUCK CORPORATION AND CONSOLIDATED SUBSIDIARIES
COMBINED WITH MCNEILUS COMPANIES, INC.
COMPUTATION OF PRO FORMA RATIO OF EARNINGS TO FIXED CHARGES
 (Dollar amounts in thousands)

                                               Twelve Months Ended
                            Three Months
                                Ended         December    September
                            December 31,        31,          30,
                                 1997
                                                1997        1997
Income from continuing
 operations before income
 taxes per statement of
 income                           $2,924        $23,199      $22,226

Add:
 Equity in leasing
  partnership pre-tax
  income                             740          3,145        3,145
 Portion of rents
  representative of the
  interest factor                    109            437          437
 Interest on indebtedness          7,248         29,467       29,471
 Equity in leasing
  partnership interest on
  indebtedness                     2,364          9,846        9,846
 Amortization of debt
  expense                            307          1,226        1,226
                                 -------        -------      -------
   Income as adjusted            $13,692        $67,320      $66,351
                                 =======        =======      =======

Fixed charges
 Interest on
  indebtedness          (1)       $7,248        $29,467      $29,471
 Partnership interest
  expense               (1)        2,364          9,846        9,846
 Amortization of debt
  expense               (2)          307          1,226        1,226
 Rents:
     Oshkosh                         222            886          886
     McNeilus                        106            424          424
                                 -------        -------      -------
                                     328          1,310        1,310
                                 -------        -------      -------
 Portion of rents
  representative of
  interest factor       (3)          109            437          437
                                 -------        -------      -------
    Fixed charges
     (1)+(2)+(3)                 $10,028        $40,976      $40,980
                                 =======        =======      =======
Ratio of earnings to fixed
 charges                            1.37           1.64         1.62
                                 =======        =======      =======	

EXHIBIT 21.1
Subsidiaries of the Company
The Company owns all of the stock of the following corporations:

                                                    State or Other
                                                     Jurisdiction
                                                  of Incorporation or
     Name                                            Organization

Pierce Manufacturing Inc.                              Wisconsin
McNeilus Companies, Inc.                               Minnesota
Summit Performance Systems, Inc.                       Wisconsin
Oshkosh Truck Foreign Sales Corporation Inc.      U.S. Virgin Islands	

Pierce Manufacturing, Inc. owns all of the stock of the following corporations:

                                            State or Other Jurisdiction
                                                of Incorporation or
     Name                                          Organization

Dover Technologies Inc.                              Wisconsin
Pierce Manufacturing International Inc.              Barbados	

McNeilus Companies, Inc. owns all of the stock of the following corporations:

                                           State or Other Jurisdiction
     Name                               of Incorporation or Organization

McNeilus Truck & Manufacturing, Inc.                Minnesota
Iowa Contract Fabricators, Inc.                       Iowa
McIntire Fabricators, Inc.                            Iowa
Kensett Fabricators, Inc.                             Iowa
McNeilus Financial Services, Inc.                   Minnesota	

McNeilus Truck & Manufacturing, Inc. owns all of the stock of McNeilus Financial, Inc., a Texas corporation.
McNeilus Financial, Inc. owns all of the stock of Nations Casualty Insurance, Inc., a Vermont corporation.
McNeilus Financial Services, Inc. owns all of the stock of Oshkosh/McNeilus Financial Services, Inc., a Minnesota corporation.

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts", "Summary Historical Consolidated Financial Data for Oshkosh", and "Selected Historical Consolidated Financial Data for Oshkosh" and to the use of our report dated October 31, 1997 (except for Notes 4 and 13, as to which the date is December 8, 1997) in the Registration Statement (Form S-
4) and the related Prospectus of Oshkosh Truck Corporation for the registration of $100,000,000 principal amount of 8 % senior subordinated notes.
ERNST & YOUNG LLP
Milwaukee, Wisconsin
March 12, 1998

CONSENT OF LARSON, ALLEN, WEISHAIR & CO., LLP. INDEPENDENT AUDITORS
We consent to the references to our firm under the captions "Summary Historical Consolidated Financial Data for McNeilus", "Selected Historical Consolidated Financial Data for McNeilus", and "Experts", and to the use of our report dated April 23, 1997, except for Notes 2 and 13, as to which the date is December 8, 1997, relating to the consolidated financial statements of McNeilus Companies, Inc. and Subsidiaries, in the Registration Statement (Form S-4) and related Prospectus of Oshkosh Truck Corporation for the registration of $100,000,000 8.75% Senior Subordinated Notes due 2008.
LARSON, ALLEN, WEISHAIR & CO., LLP
Austin, Minnesota
March 11, 1998

Securities and Exchange Commission Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) _________
FIRSTAR TRUST COMPANY
 (Exact name of trustee as specified in its charter)

          Wisconsin                               39-0281260
(Jurisdiction of incorporation or               (I.R.S. Employer
organization if not a U. S. National Bank)   Identification Number)	

777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202

(Address of principal executive offices) (Zip Code)
Kevin C. Schuller, Vice President and Assistant Secretary Firstar Trust Company 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Telephone (414) 765-5725

(Name, address, and telephone number of agent for service)
Oshkosh Truck Corporation
 (Exact name of obligor as specified in its charter)

          Wisconsin                            39-0520270
(State or other jurisdiction               (I.R.S. Employer
of incorporation or organization)       Identification Number)

          P.O. Box 2566
           Oshkosh, WI                            54903-2566
(Address of principal executive offices)          (Zip Code)	

8 3/4% Senior Subordinated Notes due 2008
 (Title of indenture securities)

Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which it is subject.
Office of Commissioner of Banking, Madison, Wisconsin Federal Deposit Insurance Corporation, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
The corporate trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
The obligor is not an affiliate of the trustee.
Item 3. Voting Securities of the Trustee.
Furnish the following information as to each class of voting securities of the trustee:

             As of March 5, 1998

     Col. A                        Col. B
Title of class                Amount outstanding	

Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default.
Item 4. Trusteeships under Other Indentures.
If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, furnish the following information:
(a) Title of the securities outstanding under each such other indenture.
Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default.
(b) A brief statement of the facts relied upon as a basis for the claim that no conflicting interest within the meaning of Section 310(b)(1) of the Act arises as a result of the trusteeship under any such other indenture, including a statement as to how the indenture securities will rank as compared with the securities issued under such other indenture.
Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default.
Item 5. Interlocking Directorates and Similar Relationships with the Obligor or Underwriters.
If the trustee or any of the directors or executive officers of the trustee is a director, officer, partner, employee, appointee, or representative of the obligor or of any underwriter for the obligor, identify each such person having any such connection and state the nature of each such connection.
Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default.
Item 6. Voting Securities of the Trustee Owned by the Obligor or its Officials.
Furnish the following information as to the voting securities of the trustee owned beneficially by the obligor and each director, partner, and executive officer of the obligor:

                  As of March 5, 1998

     Col. A      Col. B          Col. C         Col. D
Name of owner  Title of class Amount owned   Percentage of
                              beneficially   voting securities
                                             represented by
                                             amount given
                                             in Col. C	

Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default.
Item 7. Voting Securities of the Trustee Owned by Underwriters or their Officials.
Furnish the following information as to the voting securities of the trustee owned beneficially by each underwriter for the obligor and each director, partner, and executive officer of each such underwriter:

                  As of March 5, 1998

     Col. A      Col. B          Col. C          Col. D
Name of owner  Title of class Amount owned   Percentage of
                              beneficially   voting securities
                                             represented by
                                             amount given
                                             in Col. C	

Per General Instruction B to form T-1, no response is required to this item as the obligor is not presently in default.
Item 8. Securities of the Obligor Owned or Held by the Trustee.
Furnish the following information as to securities of the obligor owned beneficially or held as collateral security for obligations in default by the trustee:

                       As of March 5, 1998

 Col. A        Col. B           Col. C                 Col. D
Title of       Whether        Amount owned            Percent of
 Class      the securities  beneficially or held    class represented
              are voting    as collateral security   by amount given
            or nonvoting      for obligations         in Col. C
             securities       in default	

Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default.
Item 9. Securities of Underwriters Owned or Held by the Trustee.
If the trustee owns beneficially or holds as collateral security for obligations in default any securities of an underwriter for the obligor, furnish the following information as to each class of securities of such underwriter any of which are so owned or held by the trustee:

                         As of March 5, 1998

   Col. A         Col. B           Col. C                 Col. D
   Name of        Amount         Amount owned           Percent of
  issuer and    outstanding  beneficially or held    class represented
title of class               as collateral security   by amount given
                              for obligations in         in Col. C
                              default by trustee	

Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default.
Item 10. Ownership or Holdings by the Trustee of Voting Securities of Certain Affiliates or Security Holders of the Obligor.
If the trustee owns beneficially or holds as collateral security for obligations in default voting securities of a person who, to the knowledge of the trustee (1) owns 10 percent or more of the voting securities of the obligor or (2) is an affiliate, other than a subsidiary, of the obligor, furnish the following information as to the voting securities of such person:

                         As of March 5, 1998

   Col. A         Col. B            Col. C               Col. D
   Name of        Amount          Amount owned          Percent of
  issuer and    outstanding  beneficially or held    class represented
title of class               as collateral security   by amount given
                              for obligations in         in Col. C
                              default by trustee	

Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default.
Item 11. Ownership or Holdings by the Trustee of any Securities of a
Person Owning 50 Percent or More of the Voting Securities of the Obligor.
If the trustee owns beneficially or holds as collateral security for obligations in default any securities of a person who, to the knowledge of the trustee, owns 50 percent or more of the voting securities of the obligor, furnish the following information as to each class of securities of such person any of which are so owned or held by the trustee:

                         As of March 5, 1998

   Col. A         Col. B            Col. C                Col. D
   Name of        Amount          Amount owned           Percent of
  issuer and    outstanding  beneficially or held    class represented
title of class               as collateral security   by amount given
                              for obligations in         in Col. C
                              default by trustee	

Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default.
Item 12. Indebtedness of the Obligor to the Trustee.
Except as noted in the instructions, if the obligor is indebted to the trustee, furnish the following information:
As of March 5, 1998
Col. A Col. B Col. C
Nature of indebtedness Amount outstanding Date due
Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default.
Item 13. Defaults by the Obligor.
(a) State whether there is or has been a default with respect to the securities under this indenture. Explain the nature of any such default.
Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default.
(b) If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, or is trustee for more than one outstanding series of securities under the indenture, state whether there has been a default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default.
Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default.
Item 14. Affiliations with the Underwriters.
If any underwriter is an affiliate of the trustee, describe each such affiliation.
Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default.
Item 15. Foreign Trustee.
Identify the order or rule pursuant to which the foreign trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Act. Not applicable
Item 16. List of Exhibits.
List below all exhibits filed as part of this statement of eligibility.
1. A copy of the Articles of Association of Firstar Trust Company (f/k/a First Wisconsin Trust Company) as now in effect (filed herewith).
2. Certificate of authority of the Trustee to commence business (contained in Exhibit 1).
3. Authorization of the Trustee to exercise trust powers (contained in Exhibit 1).
4. A copy of the existing By-laws of Firstar Trust Company (f/k/a First Wisconsin Trust Company) (filed herewith).
6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939 (filed herewith).
7. A copy of the latest report of condition of the trustee published pursuant to law or the requirement of its supervising or examining authority.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Firstar Trust Company, a corporation organized and existing under the laws of the State of Wisconsin, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Milwaukee, and State of Wisconsin, on the 5th day of March, 1998.
FIRSTAR TRUST COMPANY
 (Trustee)

By:  /s/ Gene E. Ploeger
     Gene E. Ploeger, First Vice President
              (Name and title)

By:  /s/ Pamela Warner
     Pamela Warner, Assistant Secretary
              (Name and title)	

EXHIBIT 1
STATE OF WISCONSIN
OFFICE OF COMMISSIONER OF BANKING
BANKS DIVISION
POST OFFICE BOX 7876
MADISON, WISCONSIN 53707-7876
 (Telephone: 608-266-1621)
AMENDMENT TO ARTICLES
CERTIFICATION
I, Toby E. Sherry, Commissioner of Banking of the State of Wisconsin, do hereby certify that an amendment to the original Articles of Incorporation of First Wisconsin Trust Company, Milwaukee, Wisconsin, of which a duly verified copy is hereto attached, was on the 17th day of August, A.D. 1992, approved and filed in the Office of Commissioner of Banking. This amendment relates to corporate name and was adopted by stockholders of the above bank on July 16, 1992.
IN TESTIMONY WHEREOF, I have set my hand and affixed my official seal. Done at my office in the City of Madison this 17th day of August, A.D. 1992.
Toby E. Sherry Commissioner of Banking
IMPORTANT: TO BE RECORDED BY THE REGISTER OF DEEDS TOGETHER WITH THE
ATTACHED COPY OF THE AMENDMENT

We, Robert L. Webster as President, and James D. Hintz as Cashier of First Wisconsin Trust Company do hereby certify that the foregoing is a true copy of an amendment to the Articles of Incorporation of this bank and that at the annual or special meeting of the stockholders of the bank, called for that purpose and held pursuant to the provisions of law, in the office of the bank in the City of Milwaukee, State of Wisconsin, on the 16th day of July, A.D. 1992, the said amendment was duly adopted by the affirmative vote of two-thirds of all capital stock outstanding; that the majority stockholder was present or represented at said meeting; that the entire number of shares outstanding is 10,000; that the number of shares represented at the meeting was 9,952; that upon the adoption of such resolution 9,952 votes were cast in the affirmative; one vote for each share, and that 0 votes were cast in the negative.
In Testimony Whereof, First Wisconsin Trust Company has caused these presents to be executed by the President and Cashier thereof and the corporate seal of said bank is hereunto affixed this 28th day of July,
A.D. 1992, by its authority.

                              First Wisconsin Trust Company
In presence of
Sharon L. Gazzana             By   Robert L. Webster, President
Sandra L. Belongia                 James Hintz, Cashier

State of Wisconsin  )
Milwaukee County    ) ss.
                    )	

Personally came before me this 28th day of July,
A.D. 1992, Robert L. Webster as President, and James D. Hintz as Cashier of the First Wisconsin Trust Company, who are to me known to be such President and Cashier, respectively, and to be the persons who executed the foregoing instrument, and acknowledged the same as such officers, for the purposes therein mentioned.
Diane M. Rampacek Notary Public
Milwaukee County, Wisconsin
My commission expires 1/3/99

Amendment to Articles of Incorporation
Which Articles were filed/recorded in the office of the Register of Deeds for Milwaukee County on the 6th day of July, 1903. Recorded in Volume S of Corporations, Page 134.
At a meeting of the stockholders of First Wisconsin Trust Company of Milwaukee, Wisconsin, held at the office of said bank in said City on the 16th day of July, A.D. 1992, at 9:30 o'clock A.M., of that day, which meeting was called for the purpose of amending the Articles of Incorporation of said bank, and at which meeting 9,952 shares of the capital stock of said bank were duly represented, the following resolutions were adopted:
"Resolved That the Articles of Incorporation of the bank be amended by striking out the paragraph relating to the name reading as follows:
"The name of this corporation shall be "FIRST WISCONSIN TRUST COMPANY, and its location shall be at the City and County of Milwaukee and State of Wisconsin."
And Inserting in lieu thereof the following paragraph:
"The title of the Corporation shall be Firstar Trust Company, and its location shall be at the City and County of Milwaukee and State of Wisconsin."
"It was further resolved, That the President and Cashier of said bank be authorized, under the seal of the Corporation, to file proper certificates of such amendment with the Commissioner of Banking as provided by law."

ARTICLES OF ASSOCIATION
OF FIRSTAR TRUST COMPANY
 MILWAUKEE, WISCONSIN
KNOW ALL MEN BY THESE PRESENTS, that we, Frederick Pabst, L.J. Petit, Frederick Kasten, Oliver C. Fuller, and Edward P. Vilas, of the City and County of Milwaukee and State of Wisconsin, have associated and do hereby associate for the purpose of forming a corporation, to wit, a trust company bank under and pursuant to the privileges and restrictions of the statutes of the State of Wisconsin, in that behalf made and provided; and particularly Chapters 221 and 223 of said statutes, and thereto adopt the following:
Article 1
The purpose and business of this corporation shall be those of both a state bank and a trust company bank as defined by Wisconsin law, this corporation being a trust company bank which has been converted into a state bank in accordance with such law.
Article 2
The name of this corporation shall be "FIRST WISCONSIN TRUST COMPANY," and its location shall be at the City and County of Milwaukee and State of Wisconsin.
Article 3
The capital stock of this Corporation shall be One Million Dollars ($1,000,000), divided into ten thousand (10,000) shares of the par value of One Hundred Dollars ($100) each.
Article 4
The Board of Directors shall consist of such number of individuals, not less than fifteen nor more than sixty, as from time to time shall be prescribed in the By-laws, at least two-thirds of whom shall be residents of Wisconsin and the majority of whom shall be residents of Milwaukee County or adjacent counties. Each of said directors shall be elected for a term of one year and until his successor has been elected and qualified.
In witness whereof, we have hereunto subscribed our names at Milwaukee, Wisconsin, on this first day of July, A.D. 1903.

                         (Signed)       Frederick Pabst
                                        L.J. Petit
                                        Fred Kasten
                                        Oliver C. Fuller
                                        Edward P. Vilas

State of Wisconsin
Milwaukee County	

On this first day of July, A.D. 1903, personally appeared before me the above signed Frederick Pabst, L.J. Petit, Frederick Kasten, Oliver C. Fuller, and Edward P. Vilas, to me known to be the persons who executed the foregoing instrument and severally acknowledge the same.
My commission will expire on the 30th day of December, 1906.

(Signed)       W.L. Cheney
                 Notary Public
                   Milwaukee County,
                     Wisconsin	

EXHIBIT 4
As Amended through February 19, 1997
RESTATED BY-LAWS OF
FIRSTAR TRUST COMPANY
ADOPTED JANUARY 15, 1963
Article 1
The annual meeting of this Corporation for the election of its directors and the transaction of its general business shall be held on the third Thursday of February at the general office of this Corporation in the City of Milwaukee, at 8 o'clock in the morning, or at such other hour and place in the City of Milwaukee as shall be designated by the Board of Directors. If any hour other than 8 o'clock in the morning or any place other than the general office of this Corporation shall be so designated, notice thereof shall be given by mailing the same to each stockholder at his last known address at least ten (10) days prior to the holding of said meeting.
Article 2
Special meetings of the stockholders of this Corporation shall be held in the City of Milwaukee and may be called at any time by order of the Chairman of the Board, the President, or one of the Vice Presidents, or by the Board of Directors, by mailing to each stockholder at his last known address at least ten (10) days prior to the date of the holding of such special meeting, a notice specifying the time and place of such special meeting and the business to be transacted thereat, and no other business shall be transacted at said meeting.
Article 3
Section 1. Every stockholder may vote and participate at any meeting of stockholders, either in person or by proxy. No proxy shall be recognized unless the same shall be in writing, subscribed by the stockholder nor unless filed with the Secretary prior to the meeting. No active or salaried officer may act as a proxy for a stockholder.
Section 2. The Cashier shall maintain a stock book showing the name, residence, and number of shares held by each stockholder, which shall at all times, during the usual hours for transacting business, be subject to inspection by the officers, directors, and stockholders of the Company.
Article 4
Section 1. The Board of Directors shall consist of not less than five nor more than thirty directors, the number of directors to be determined by resolution adopted at each annual stockholders' meeting, or at any special stockholders' meeting duly called for such purpose. On and after January 1, 1978, no person shall be eligible to be elected or re-elected as a member of the Board of Directors if he shall have attained 70 years of age at the date of election.
Section 2. The election of directors by the stockholders shall be by ballot or other method as shall be adopted by the stockholders by resolution or motion adopted at the stockholders' meeting.
Section 3. A majority of the Board of Directors shall constitute a quorum for the transaction of business; provided that the directors may, once in six (6) months, designate by resolution nine (9) members, any five (5) of whom shall constitute a quorum.
Section 4. Minutes of each meeting of the Board of Directors shall disclose the date and location of such meeting, and the names of directors absent; shall be subscribed by the presiding officer; and shall be approved by the Board of Directors at the next succeeding meeting, the minutes of which shall show such fact.
Section 5. A regular meeting of the Board of Directors shall be held at the general office of this Corporation in the City of Milwaukee at least once each calendar quarter, immediately following the annual meeting of the shareholders of this Corporation on the third Thursday of February, at 8:00 a.m. on the third Thursday of May, August and November of each year, or at such other time or place as shall from time to time, be designated by the president or by resolution of the Board of Directors. If any other time or any place other than the general office of this Corporation shall be so designated, notice thereof shall be given by mailing the same to each director at his last known address at least two (2) days prior to the holding of said meeting.
Section 6. Special meetings of the Board of Directors shall be held at the general office of the Corporation in the City of Milwaukee or at such other place in the City of Milwaukee as shall be designated, and may be called by order of the Chairman of the Board, the President, or by any two of the directors by mailing notice of such meeting and the designated time and place thereof to each of the directors at his last known address two
(2) days prior to the holding of such meeting.
Article 5
Section 1. An Executive Committee consisting of the Chairman of the Board, the President, and not less than six (6) or more than twelve (12) other directors may be appointed by the Board of Directors to serve until their successors shall be appointed, and such Executive Committee shall direct the management of the affairs of this Corporation in the interim between meetings of the Board of Directors, subject to the control of the Board. The Chairman of the Board, or in his absence (through failure of the Board of Directors to elect a Chairman or otherwise), the President, shall preside at meetings of the Executive Committee. The person from time to time elected Secretary of the Board shall also serve as Secretary of the Executive Committee.
Section 2. Meetings of the Executive Committee may be held at any time when the Board of Directors is not in session, and may be prescribed by the Board of Directors or may be called by order of the Chairman of the Board, the President, or by any two (2) members of the Executive Committee, by mailing notice of such meeting designating the time and place thereof, addressed to each member of the Committee at his last known address two (2) days prior to the holding of such meeting, or by personal notice thereof given a sufficient length of time before such meeting to enable members to attend.
Section 3. The Executive Committee shall keep full and true minutes of all business transacted at each meeting and shall submit its report together with a copy of the minutes of its proceedings to the Board of Directors at its next meeting thereafter.
Section 4. The Board of Directors shall appoint Trust Investment Committee consisting of at least two (2) officers and at least four (4) directors who are not officers, which Committee shall meet at the general office of the Corporation at least once each calendar quarter, at 8:00
a.m. on the third Thursday of January, March, June and December of each year, or at such other time or place as shall from time to time be designated by the President or by resolution of the Board of Directors. If any hour other than 8:00 in the morning or any place other than the general office of this Corporation shall be so designated, notice thereof shall be given by mailing the same to each committee member at his last known address at least two (2) days prior to the holding of said meeting. The Trust Investment Committee shall have such duties and authority as the Board of Directors shall from time to time prescribe. Members of such committee shall serve for such periods as the Board shall from time to time prescribe.
Section 5. The Board of Directors may appoint a Loan Committee consisting of two (2) or more directors, which, if appointed, shall meet at least once calendar quarter at such time and place as shall from time to time be designated by the resolution of the Board of Directors, and shall determine policies as to renewals and applications for new loans. All loans in excess of the amount officers designated by the Board have been authorized by resolution to make shall be presented to the Loan Committee (or, if the Loan Committee has not been appointed, to the Board of Directs or the Executive Committee) for approval. The Board of Directors may by resolution designate officers who may make loans without the prior approval of the Loan Committee or the Board, subject to the provisions of the Wisconsin Statutes, the regulations of the Commissioner of Banks, and these By-laws.
Section 6. Each year the Board of Directors shall appoint, from among its members, an Examining Committee consisting of at least three (3) directors, which upon receipt of a report of examination of the Corporation by the Division of Banking, shall have the duties specified in 221.0611(2), Wis. Stats... The Examining Committee shall also study and, if it deems necessary, recommend corrective action in response to any criticisms or suggestions contained in, reports of examination prepared by any other regulatory agency or the Firstar Corporation Auditing or Compliance areas, and shall perform such other duties as shall be prescribed from time to time by resolution of the Board of Directors. Meetings of the Examining Committee shall be called by the President as needed, and notice of a meeting shall be given by mailing the same to each committee member at his last known address at least two (2) days prior to the holding of said meeting.
Section 7. The Board of Directors shall have the power to set the banking hours of this bank, subject to the provisions of the Wisconsin Statutes and the regulations of the Commissioner of Banks. Certified copies of all resolutions of the Board pertaining to banking hours shall be furnished to the State Banking Department.
Section 8. A detailed statement of all current expenses and taxes paid shall be presented to the Board in writing every month, or more often if required by the Board.
Article 6
A written waiver signed by any director or member of any committee shall be the equivalent of due notice to him of any meeting therein mentioned. Actual attendance at or participation in any meeting by any director or member of any committee waives any required notice unless the director or member, at the beginning of the meeting or promptly upon his arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Article 7
Directors and members of committees appointed by the Board of Directors, except directors or members who are salaried officers or employees of this Corporation, shall be paid such fees for services and attendance at meetings as the Board of Directors shall from time to time prescribe.
Article 8
Section 1. The general officers of this Corporation shall be a president, two or more vice presidents, a cashier and one or more assistant cashiers, a secretary and one or more assistant secretaries, one or more trust officers, and such other officers as may be appropriate for the transaction of its business. The officers of this Corporation shall be elected by a viva voce vote of the Board of Directors unless objection is made, whereupon such election shall be by ballot; provided, however, that whenever he deems it appropriate to take such action in the interim periods between meetings of the Board of Directors, the president may appoint any other officer. Any appointment made by the president shall take effect immediately but shall be reported and confirmed at the next regular meeting of the Board of Directors. The Chairman of the Board, if there be one, the senior executive officer in charge of conducting the business of this Corporation and the officer in charge of the Trust Department of this Corporation shall be chosen from among the directors.
Section 2. The Board of Directors and, with respect to other officers and to the extent not inconsistent with actin taken by the Board of Directors, the president, shall have authority to define the duties and obligations of all officers, and to fill vacancies in offices. The Board of Directors and, with respect to other officers appointed by him and to the extent not inconsistent with action taken by the Board of Directors, the president, shall have the authority to fix the compensation of officers, to dismiss them at pleasure, and to require any officer to provide a satisfactory bond for the faithful performance of his duties. Unless otherwise prescribed by the Board of Directors or, with respect to other officers, the president, each officer shall have the duties and authority prescribed by law or ordinarily incidental to his office in similar corporations.
Section 3. The Board of Directors shall designate the officer to be the chief executive officer in charge of the Trust Department of this Corporation. All fiduciary powers of this Corporation shall be exercised through such officer who shall be generally responsible for and supervise and direct the activities of the Trust Department and do and perform all acts and things necessary and proper in carrying on the business of the Trust Department in accordance with the provisions of applicable laws and regulations and the directions of the Board of Directors, appropriate committees of the Board and his superior officers and shall cause to be kept under his supervision books of account of the transactions of this Corporation in a fiduciary capacity.
Section 4. The executive officers shall have authority to employ and discharge all necessary agents and servants of this Corporation whose appointments shall not be provided for by the Board, to define their duties, and to fix their compensations.
Article 9
The Board of Directors may by resolution provide for this Corporation to indemnify each director or officer, whether or not then in office, against all expense and liability relating to a claim, action, suit, or proceeding against him or to which he may be made a party by reason of his being or having been a director or officer of this Corporation, or of any other company which he served as a director of officer at the request of this Corporation, except in any case where he was finally adjudged to have been derelict in the performance of his duties as such director or officer. Such resolution may include provisions for this Corporation (1) to assume or provide at its expense and risk the defense or settlement of any such action, (2) to purchase commercial insurance for the benefit of a director or officer, including one adjudged guilty of negligence or misconduct, and
(3) to assume or share any additional expense or liability as the Board of Directors deems warranted upon consideration of the circumstances.
Article 10
The Board of Directors may by resolution adopt emergency provisions to prevail notwithstanding any contrary provisions of these By-laws, to take effect when a state of emergency results in this Corporation being unable to continue its normal functions under the direction of established management or at its regular location (which provisions may include, but shall not be limited to procedures for establishing temporary offices, an emergency executive committee, and emergency officer succession).
Article 11
The shares of stock of this Corporation shall be transferable only on the books of this Corporation upon surrender of the certificate issued therefor.
Article 12
These by-laws may be altered, amended, or repealed in whole or in part in any manner not inconsistent with the provisions of law at any time by a resolution of the Board of Directors adopted at any regular or special meeting of the Board, or by vote of the stockholders representing a majority of the capital stock, such a vote to be taken at an annual or special meeting.

EXHIBIT 6
CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b)
OF THE TRUST INDENTURE ACT OF 1939
Firstar Trust Company, as Trustee herein named, hereby consents that reports of examination of said Trustee by Federal and State authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.
FIRSTAR TRUST COMPANY,
as Trustee

                              By:  /s/ Gene E. Ploeger
                                   Gene E. Ploeger, Vice President
                                             (Name and title)

                              By:  /s/ Pamela Warner
                                   Pamela Warner, Assistant Secretary
                                             (Name and title)

Dated:  March 5, 1998	

EXHIBIT 7
FIRSTAR TRUST COMPANY
BALANCE SHEET

                                                      December 31,
                                                   '96           '97
                                                 $(000)        $(000)
ASSETS
Cash and balances due from depository
institutions:
  Noninterest-bearing balances                  71,523        65,896
  Interest-bearing balances                          0             0
Securities                                      35,030        27,243
Federal funds sold and securities
 purchased under agreements to resell:
  Federal funds sold                           151,887        60,651
  Securities purchased under
   agreements to resell                              0             0
Loans and lease financing receivables:
  Loans and leases, net of unearned
   income                                       38,249        93,632
  LESS: Allowance for loan and
   lease losses                                     73            73
  LESS: Allocated transfer risk reserve              0             0
                                              ________      ________
  Loans and leases, net of unearned
   income, allowance, and reserve               38,176        93,632
Assets held in trading accounts                      0             0
Premises and fixed assets (including
 capitalized leases)                             1,984         5,379
Other real estate owned                              0             0
Investments in unconsolidated
 subsidiaries and associated companies               0             0
Customers' liability to this bank on
 acceptances outstanding                             0             0
Intangible assets                                    0             0
Other assets                                    17,422        24,329
                                              ________      ________
Total assets                                   316,022       277,130
                                              ========      ========
LIABILITIES
Deposits:
  In domestic offices:
    Noninterest-bearing                        288,221       232,609
    Interest-bearing                               215           142
                                              ________      ________
  Total domestic deposits                      288,436       232,751
  In foreign offices:                                0             0
Federal funds purchased and securities
 sold under agreements to repurchase:
  Federal funds purchased                          744           806
  Securities sold under agreements to
   repurchase                                        0             0
Demand notes issued to the U.S. Treasury             0             0
Other borrowed money                                 0             0
Mortgage indebtedness and obligations
 under capitalized leases                            0             0
Bank's liability on acceptances
 executed and outstanding                            0             0
Notes and debentures subordinated to deposits        0             0
Other liabilities                                7,131         8,814
                                              ________      ________
Total liabilities                              296,311       242,371

Limited-life preferred stock                         0             0

EQUITY CAPITAL

Perpetual preferred stock                            0             0
Common stock                                     1,000         1,000
Surplus                                         12,638        12,924
Undivided profits and capital reserves           5,935        20,732
LESS: Net unrealized loss on
 marketable equity securities                      138           103
                                              ________      ________
Total equity capital                            19,711        34,759
                                              ________      ________
Total liabilities, limited-life
 preferred stock, and equity capital           316,022       277,130
                                              ========      ========

FIRSTAR TRUST COMPANY                                December 31,
INCOME STATEMENT                                   '96            '97
                                                  $(000)         $(000)

Interest Income
  Interest and fee income on loans:
    Loans secured by real estate                    14             1
    Loans to finance agricultural
     production and other loans to farmers           0             0
    Commercial and industrial loans                155            92
    Loans to individuals for household,
     family, and other personal expenditures:
      Credit cards and related plans                 0             0
      Other                                          0             0
    Loans to foreign governments and
     official institutions                           0             0
    Obligations (other than securities and
     leases) of states and political
     subdivisions in the U.S.:
      Taxable obligations                            0             0
      Tax-exempt obligations                         0             0
    All other loans                                  0             0
  Income from lease financing receivables:
    Taxable leases                                   0             0
    Tax-exempt leases                                0             0
  Interest income on balances due
   from depository institutions                      0             0
  Interest and dividend income on securities:
    U.S. Treasury securities and
     U.S. Government agency and
     corporation obligations                     2,254         1,952
    Securities issued by states and
     political subdivisions in the U.S.:
      Taxable securities                             0             0
      Tax-exempt securities                         38            36
    Other domestic debt securities                  34             0
    Foreign debt securities                          0             0
    Equity securities (including
     investments in mutual funds)                    0             0
  Interest income from assets held
   in trading accounts                               0             0
  Interest income on federal funds
   sold and securities purchased
   under agreements to resell                    4,876         6,679
                                              ________      ________
  Total interest income                          7,371         8,760

Interest expense
  Interest on deposits:
    Transaction accounts (NOW accounts,
     ATS accounts, and telephone and
     preauthorized transfer accounts)                0             0
    Nontransaction accounts:
      Money market deposit accounts (MMDAs)          0             0
      Other savings deposits                         7             5
      Time certificates of deposit
       of $100,000 or more                           0             0
      All other time deposits                        0             0
  Expense of federal funds purchased
   and securities sold under
   agreements to repurchase                         47           227
  Interest on demand notes issued
   to the U.S. Treasury and on
   other borrowed money                              0             0
  Interest on mortgage indebtedness
   and obligations under capitalized leases          0             0
  Interest on notes and debentures
   subordinated to deposits                          0             0
                                              ________      ________
  Total interest expense                            54           232
                                              ________      ________
Net interest income                              7,317         8,528

Provisions:
  Provision for loan and lease losses                0             0
  Provision for allocated transfer risk              0             0
Noninterest income
  Income from fiduciary activities              67,306        81,406
  Service charges on deposit accounts                0             0
  Trading gains (losses) and fees
   from foreign exchange transactions                0             0
  Other foreign transaction gains(losses)            0             0
  Gains (losses) and fees from
   assets held in trading accounts                   0             0
  Other noninterest income:
    Other fee income                               729           446
    All other noninterest income                 3,735         3,855
                                              ________      ________
  Total noninterest income                      71,770        85,707

Gains (losses) on securities not held
 in trading accounts                                 0             0

Noninterest expense
  Salaries and employee benefits                25,803        29,507
  Expenses of premises and fixed
   assets (net of rental income)
   (excluding salaries and employee
   benefits and mortgage interest)               6,139         7,243
  Other noninterest expense                     24,457        32,708
                                              ________      ________
  Total noninterest expense                     56,399        69,458

Income (loss) before taxes and
  extraordinary items and other adjustments     22,688        24,777
Applicable income taxes                          9,162         9,980
                                              ________      ________
Income (loss) before extraordinary
  items and other adjustments                   13,526        14,797
Extraordinary items and other adjustments:
  Extraordinary items and other
   adjustments, gross of income taxes                0             0
  Applicable income taxes                            0             0
                                              ________      ________
  Extraordinary items and other
   adjustments, net of income taxes                  0             0
                                              ________      ________
Net income (loss)                               13,526        14,797
                                              ========      ========	

LETTER OF TRANSMITTAL
OSHKOSH TRUCK CORPORATION
OFFER TO EXCHANGE
ALL OUTSTANDING
8-3/4% SENIOR SUBORDINATED NOTES DUE 20008
FOR
NEW 8-3/4% SENIOR SUBORDINATED NOTES DUE 20008
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME ON , 1998
UNLESS THE OFFER IS EXTENDED
FIRSTAR TRUST COMPANY
 (the "Exchange Agent")
BY MAIL, HAND OR OVERNIGHT COURIER:
 Firstar Trust Company
1555 North River Center Drive
Attention: Pamela Warner
BY FACSIMILE TRANSMISSION
 (FOR ELIGIBLE INSTITUTIONS ONLY):
(414) 905-5049
CONFIRM BY TELEPHONE:
 (414) 905-5008
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE NUMBER OTHER THAN THE ONES LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
The undersigned hereby acknowledges receipt of the Prospectus dated , 1998 (the "Prospectus") of Oshkosh Truck Corporation (the "Company") and this Letter of Transmittal, which together constitute the Company's offer (the "Exchange Offer") to exchange $1,000 principal amount of its new 8-3/4% Senior Subordinated Notes due 2008 (the "New Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a Registration Statement of which the Prospectus is a part, for each $1,000 principal amount of its outstanding 8-3/4% Senior Subordinated Notes due 2008 (the "Notes"), respectively. The term "Expiration Date" shall mean 12:00 midnight, New York City time, on , 1998, unless the Company, in its reasonable judgment, extends the Exchange Offer, in which case the term shall mean the latest date and time to which the Exchange Offer is extended. Capitalized terms used but not defined herein have the meaning given to them in the Prospectus.
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
List on the next page the Notes to which this Letter of Transmittal relates. If the space indicated is inadequate, the Certificate or Registration Numbers and Principal Amounts should be listed on a separately signed schedule affixed hereto.

DESCRIPTION OF SENIOR SUBORDINATED NOTES TENDERED HEREBY

                                             AGGREGATE
NAME(S) AND ADDRESS(ES)    CERTIFICATE       PRINCIPAL       PRINCIPAL
OF REGISTERED OWNER(S)   OF REGISTRATION       AMOUNT         AMOUNT
   (PLEASE FILL IN)          NUMBERS*       REPRESENTED     TENDERED**
                                              BY NOTES
_______________________________________________________________________
                            ___________________________________________
                            ___________________________________________
                            ___________________________________________
                             TOTAL
_______________________________________________________________________	

* Need not be completed by book-entry Holders. ** Unless otherwise indicated, the Holder will be deemed to have tendered the full aggregate principal amount represented by such Notes. All tenders must be in multiples of $1,000.

This Letter of Transmittal is to be used (i) if certificates of Notes are to be forwarded herewith, (ii) if delivery of Notes if to be made by book-entry transfer to an account maintained by the Exchange Agent at The Depository Trust Company, (the "Depository") pursuant to the procedures set forth in "The Exchange Offer -- Procedures for Tendering Notes" in the Prospectus or (iii) tender of the Notes is to be made according to the guaranteed delivery procedures described in the Prospectus under the caption "The Exchange Offer" -- Guaranteed Delivery Procedures." See Instruction 2. Delivery of documents to a book-entry transfer facility does not constitute delivery to the Exchange Agent.
The term "Holder" with respect to the Exchange Offer means any person in whose name Notes are registered on the books of the Company or any other person who has obtained a properly completed bond power from the registered holder. The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer. Holders who wish to tender their Notes must complete this letter in its entirety.
[ ] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
DEPOSITORY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution
[ ] The Depository Trust Company
Account Number
Transaction Code Number
Holders whose Notes are not immediately available or who cannot deliver their Notes and all other documents required hereby to the Exchange Agent on or prior to the Expiration Date must tender their Notes according to the guaranteed delivery procedure set forth in the Prospectus under the caption "The Exchange Offer -- Guaranteed Delivery Procedures." See Instruction 2.
[ ] CHECK HERE IF TENDERED NOTE ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s)
Name of Eligible Institution that Guaranteed Delivery
If delivery by book-entry transfer:
Account Number
Transaction Code Number
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS
OR SUPPLEMENTS THERETO.
Name
Address

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the principal amount of the Notes indicated above. Subject to, and effective upon, the acceptance for exchange of such Notes tendered hereby, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Notes as are being tendered hereby, including all rights to accrued and unpaid interest thereon as of the Expiration Date. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that said Exchange Agent acts as the agent of the Company in connection with the Exchange Offer) to cause the Notes to be assigned, transferred and exchanged. The undersigned represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Notes and to acquire New Notes issuable upon the exchange of such tendered Notes, and that when the same are accepted for exchange, the Company will acquire good and unencumbered title to the tendered Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim.
The undersigned represents to the Company that (i) the New Notes acquired pursuant to the Exchange Offer are being obtained in the ordinary course of business of the person receiving such New Notes, whether or not such person is the undersigned, and (ii) neither the undersigned nor any such other person has an arrangement or understanding with any person to participate in a distribution of such New Notes. If the undersigned or the person receiving the New Notes covered hereby is a broker-dealer that is receiving the New Notes for its own account in exchange for Notes that were acquired as a result of market-making activities or other trading activities, the undersigned acknowledges that it or such other person will deliver a prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The undersigned and any such other person acknowledge that, if they are participating in the Exchange Offer for the purpose of distributing the New Notes, (i) they cannot rely on the position of the staff of the Securities and Exchange Commission enunciated in Exxon Capital Holdings Corporation (available April 13, 1989), Morgan Stanley & Co., Inc. (available June 5, 1991) or similar no-action letters and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale transaction and (ii) failure to comply with such requirements in such instances could result in the undersigned or any such other person incurring liability under the Securities Act for which such persons are not indemnified by the Company. If the undersigned or the person receiving the New Notes covered by this letter is an affiliate (as defined under Rule 405 of the Securities Act) of the Company, the undersigned represents to the Company that the undersigned understands and acknowledges that such New Notes may not be offered for resale, resold or otherwise transferred by the undersigned or such other person without registration under the Securities Act or an exemption therefrom.
The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of tendered Notes or transfer ownership of such Notes on the account books maintained by a book-entry transfer facility. The undersigned further agrees that acceptance of any tendered Notes by the Company and the issuance of New Notes in exchange therefor shall constitute performance in full by the Company of its obligations under the Registration Rights Agreement and that the Company shall have no further obligations or liabilities thereunder for the registration of the Notes or the New Notes.
The Exchange Offer is subject to certain conditions set forth in the Prospectus under the caption "The Exchange Offer -- Conditions." The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Company), as more particularly set forth in the Prospectus, the Company may not be required to exchange any of the Notes tendered hereby and, in such event, the Notes not exchanged will be returned to the undersigned at the address shown below the signature of the undersigned.
All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Tendered Notes may be withdrawn at any time prior to the Expiration Date.
Unless otherwise indicated in the box entitled "Special Registration Instructions" or the box entitled "Special Delivery Instructions" in this Letter of Transmittal, all New Notes delivered in exchange for tendered Notes, and any Notes delivered herewith but not exchanged, will be registered in the name of the undersigned and shall be delivered to the undersigned at the address shown below the signature of the undersigned. If a New Note is to be issued to a person other than the person(s) signing this Letter of Transmittal, or if the New Note is to be mailed to someone other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal at an address different than the address shown on this Letter of Transmittal, the appropriate boxes of this Letter of Transmittal should be completed. If Notes are surrendered by Holder(s) that have completed either the box entitled "Special Registration Instructions" or the box entitled "Special Delivery Instructions" in this Letter of Transmittal, signature(s) on this Letter of Transmittal must be guaranteed by an Eligible Institution (defined in Instruction 4).

SPECIAL REGISTRATION INSTRUCTIONS
To be completed ONLY if the New Notes are to be issued in the name of someone other than the undersigned.
Name:

Address:

Book-Entry Transfer Facility Account:____________________________________
Employer Identification or Social Security Number:_______________________

(Please print or type)
SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if the New Notes are to be sent to someone other than the undersigned, or to the undersigned at an address other than that shown under "Description of Notes Tendered Hereby."
Name:

Address:

(Please print or type)

REGISTERED HOLDER(S) OF NOTES SIGN HERE
 (IN ADDITION, COMPLETE SUBSTITUTE FORM W-9 BELOW)
x________________________________________________________________________
x________________________________________________________________________

(SIGNATURE(S) OF REGISTERED HOLDER(S))
Must be signed by registered holder(s) exactly as name(s) appear(s) on the Notes or on a security position listing as the owner of the Notes or by person(s) authorized to become registered holder(s) by properly completed bond powers transmitted herewith. If signature is by attorney- in-fact, trustee, executor, administrator, guardian, officer of a corporation or other person acting in a fiduciary capacity, please provide the following information.
(PLEASE PRINT OR TYPE).
Name and Capacity (full title):__________________________________________ Address (including zip code:):___________________________________________

Area Code and Telephone Number:__________________________________________ Taxpayer Identification or Social Security No.:__________________________ Dated:_________________________
SIGNATURE GUARANTEE
 (IF REQUIRED OF REPRESENTATIVE OF SIGNATURE GUARANTOR)
Authorized Signature:___________________________________________________

(SIGNATURE OF REPRESENTATIVE OF SIGNATURE GUARANTOR)
Name and Title:_________________________________________________________
Name of Plan:_______________________________________________________
Area Code and Telephone Number:_________________________________________

(PLEASE PRINT OR TYPE)
Dated:____________________

PAYOR'S NAME: OSHKOSH TRUCK CORPORATION
THIS SUBSTITUTE FORM W-9 MUST BE COMPLETED AND SIGNED
Please provide your social security number or other taxpayer identification number on the following Substitute Form W-9 and certify therein that you are subject to backup withholding.

 SUBSTITUTE          Part 1 -- PLEASE PROVIDE YOUR TIN    Social
 FORM W-9            IN THE BOX AT RIGHT AND CERTIFY      security
                     BY SIGNING AND DATING BELOW          number
                                                          _______________
                                                          OR
                                                          Employer
                                                          Identification
                                                          number
                                                          _______________

                     ____________________________________________________

 Department of the   Part 2 -- Check the box if you are NOT subject to
 Treasury Internal   backup withholding under the provisions of Section
 Revenue Service     3406(A)(1)(C) of the Internal Revenue Code because
                     (1) you are exempt from backup withholding, (2) you
                     have not been notified that you are subject to
                     backup withholding as a result of failure to report
                     all interest or dividends or (3) the Internal
                     Revenue Service has notified you that you are no
                     longer subject to backup withholding. [ ]
                     ____________________________________________________

 PAYER'S REQUEST     CERTIFICATION -- UNDER THE PENALTIES OF    Part 3--
 FOR TAXPAYER        PERJURY, I CERTIFY THAT THE INFORMATION
 IDENTIFICATION      PROVIDED ON THIS FORM IS TRUE, CORRECT
 NUMBER (TIN)        AND COMPLETE.

                     SIGNATURE:__________  DATE: __________ Awaiting
                                                            TIN [ ]
_________________________________________________________________________	

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY CASH PAYMENTS IN EXCESS OF $10.00 MADE TO YOU.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 OF THE SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAX IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number within 60 days, 31% of all reportable payments made to me thereafter will be withheld, until I provide a number.

Signature Date

INSTRUCTIONS
FORMING PART OF THE TERMS AND
CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES.
All physically delivered Notes or confirmation of any book-entry transfer to the Exchange Agent's account at a book-entry transfer facility of Notes tendered by book-entry transfer, as well as a properly completed and duly executed copy of this Letter of Transmittal or facsimile thereof, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at any of its addresses set forth herein on or prior to the Expiration Date (as defined in the Prospectus). The method of delivery of this Letter of Transmittal, the Notes and any other required documents is at the election and risk of the Holder, and except as otherwise provided below, the delivery will be deemed made only when actually received by the Exchange Agent. If such delivery is by mail, it is suggested that registered mail with return receipt requested, properly insured, be used.
No alternative, conditional, irregular or contingent tenders will be accepted. All tendering Holders, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Notes for exchange.
Delivery to an address other than as set forth herein, or instructions via a facsimile number other than the ones set forth herein, will not constitute a valid delivery.
2. GUARANTEED DELIVERY PROCEDURES.
Holders who wish to tender their Notes, but whose Notes are not immediately available and thus cannot deliver their Notes, the Letter of Transmittal or any other required documents to the Exchange Agent (or comply with the procedures for book-entry transfer) prior to the Expiration Date, may effect a tender if:
(a) the tender is made through a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange Act (an "Eligible Institution");
(b) prior to the Expiration Date, the Exchange Agent receives from such Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery (by facsimile transmission, mail or hand delivery) setting forth the name and address of the Holder, the certificate number(s) of such Notes and the principal amount of the Notes tendered, stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the Expiration Date, the Letter of Transmittal (or facsimile thereof), together with the Notes (or a confirmation of book-entry transfer of such Notes into the Exchange Agent's account at the Depository) and any other documents required by the Letter of Transmittal, will be deposited by the Eligible Institution with the Exchange Agent; and
(c) such properly completed and executed Letter of Transmittal (or facsimile thereof), as well as all tendered Notes in proper form for transfer (or a confirmation of book-entry transfer of such Notes into the Exchange Agent's account at the Depository) and all other documents required by the Letter of Transmittal, are received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date.
Upon request to the Exchange Agent, a Notice of Guaranteed Delivery will be sent to Holders who wish to tender their Notes according the guaranteed delivery procedures set forth above. Any Holder who wishes to tender Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery relating to such Notes prior to the Expiration Date. Failure to complete the guaranteed delivery procedures outlined above will not, of itself, affect the validity or effect a revocation of any Letter of Transmittal form properly completed and executed by a Holder who attempted to use the guaranteed delivery procedures.
3. PARTIAL TENDERS; WITHDRAWALS.
If less than the entire principal amount of Notes evidenced by a submitted certificate is tendered, the tendering Holder should fill in the principal amount tendered in the column entitled "Principal Amount Tendered" of the box entitled "Description of Notes Tendered Hereby." A newly issued Note for the principal amount of Notes submitted but not tendered will be sent to such Holder as soon as practicable after the Expiration Date. All Notes delivered to the Exchange Agent will be deemed to have been tendered in full unless otherwise indicated.
Notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date, after which tenders of Notes are irrevocable. To be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Exchange Agent. Any such notice of withdrawal must (i) specify the name of the person having deposited the Notes to be withdrawn (the "Depositor"), (ii) identify the Notes to be withdrawn (including the registration number(s) and principal amount of such Notes, or, in the case of Notes transferred by book-entry transfer, the name and number of the account at the Depository to be credited), (iii) be signed by the Holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the Trustee with respect to the Notes register the transfer of such Notes into the name of the person withdrawing the tender and (iv) specify the name in which any such notes are to be registered, if different from that of the Depositor. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Notes so withdrawn will be deemed not to have been validly tendered for purposes of the Exchange Offer and no New Notes will be issued with respect thereto unless the Notes so withdrawn are validly retendered. Any Notes which have been tendered but which are not accepted for exchange, will be returned to the Holder thereof without cost to such Holder as soon as practicable after withdrawal.
4. SIGNATURE ON THIS LETTER OF TRANSMITTAL; WRITTEN INSTRUMENTS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES.
If this Letter of Transmittal is signed by the registered Holder(s) of the Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the certificates without alteration or enlargement or any change whatsoever. If this Letter of Transmittal is signed by a participant in the Depository, the signature must correspond with the name as it appears on the security position listing as the owner of the Notes.
If any of the Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.
If a number of Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of Notes.
Signatures on this Letter of Transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an Eligible Institution unless the Notes tendered hereby are tendered (i) by a registered Holder who has not completed the box entitled "Special Registration Instructions" or "Special Delivery Instructions" on the Letter of Transmittal or (ii) for the account of an Eligible Institution.
If this Letter of Transmittal is signed by the registered Holder or Holders of Notes (which term, for the purposes described herein, shall include a participant in the Depository whose name appears on a security listing as the owner of the Notes) listed and tendered hereby, no endorsements of the tendered Notes or separate written instruments of transfer or exchange are required. In any other case, the registered Holder (or acting Holder) must either properly endorse the Notes or transmit properly completed bond powers with this Letter of Transmittal (in either case, executed exactly as the name(s) of the registered Holder(s) appear(s) on the Notes, and, with respect to a participant in the Depository whose name appears on a security position listing as the owner of Notes, exactly as the name of the participant appears on such security position listing), with the signature on the Notes or bond power guaranteed by an Eligible Institution (except where the Notes are tendered for the account of an Eligible Institution).
If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority so to act must be submitted.
5. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS.
Tendering Holders should indicate, in the applicable box, the name and address (or account at the Depository) in which the New Notes or substitute Notes for principal amounts not tendered or not accepted for exchange are to be issued (or deposited), if different from the names and addresses or accounts of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification number or social security number of the person named must also be indicated and the tendering Holder should complete the applicable box.
If no instructions are given, the New Notes (and any Notes not tendered or not accepted) will be issued in the name of and sent to the acting Holder of the Notes or deposited at such Holder's account at the Depository.
6. TRANSFER TAXES.
The Company shall pay all transfer taxes, if any, applicable to the transfer and exchange of Notes to it or its order pursuant to the Exchange Offer. If a transfer tax is imposed for any other reason other than the transfer and exchange of Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered Holder or any other person) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exception therefrom is not submitted herewith, the amount of such transfer taxes will be collected from the tendering Holder by the Exchange Agent.
Except as provided in this Instruction 6, it will not be necessary for transfer stamps to be affixed to the Notes listed in this Letter of Transmittal.
7. WAIVER OF CONDITIONS.
The Company reserves the right, in its reasonable judgment, to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus.
8. MUTILATED, LOST, STOLEN OR DESTROYED NOTES.
Any Holder whose Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number(s) set forth above. In addition, all questions relating to the Exchange Offer, as well as requests for assistance or additional copies of the Prospectus and this Letter of Transmittal, may be directed to Oshkosh Truck Corporation, P.O. Box 2566, 2307 Oregon Street, Oshkosh, Wisconsin 54903-2566, telephone (920) 235-9151.
10. VALIDITY AND FORM.
All questions as to the validity, form, eligibility (including time of receipt), acceptance of tendered Notes and withdrawal of tendered Notes and withdrawal of tendered Notes will be determined by the Company in its sole discretion, which determination will be final and binding. The Company reserves the absolute right to reject any and all Notes not properly tendered or any Notes the Company's acceptance of which would, in the opinion of counsel for the Company, be unlawful. The Company also reserves the right, in its reasonable judgment, to waive any defects, irregularities or conditions of tender as to particular Notes. The Company's interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Notes must be cured within such time as the Company shall determine. Although the Company intends to notify Holders of defects or irregularities with respect to tenders of Notes, neither the Company, the Exchange Agent nor any other person shall incur any liability for failure to give such notification. Tenders of Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering Holder as soon as practicable following the Expiration Date.
IMPORTANT TAX INFORMATION
Under federal income tax law, a Holder tendering Notes is required to provide the Exchange Agent with such Holder's correct TIN on Substitute Form W-9 above. If such Holder is an individual, the TIN is the Holder's social security number. The Certificate of Awaiting Taxpayer Identification Number should be completed if the tendering Holder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future. If the Exchange Agent is not provided with the correct TIN, the Holder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, payments that are made to such Holder with respect to tendered Notes may be subject to backup withholding.
Certain Holders (including, among others, all domestic corporations and certain foreign individuals and foreign entities) are not subject to these backup withholding and reporting requirements. Such a Holder, who satisfies one or more of the conditions set forth in Part 2 of the Substitute Form W-9 should execute the certification following such Part 2. In order for a foreign Holder to qualify as an exempt recipient, that Holder must submit to the Exchange Agent a properly completed Internal Revenue Service Form W-9, signed under penalties of perjury, attesting to that Holder's exempt status. Such forms can be obtained from the Exchange Agent.
If backup withholding applies, the Exchange Agent is required to withhold 31% of any amounts otherwise payable to the Holder. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a Holder with respect to Notes tendered for exchange, the Holder is required to notify the Exchange Agent of his or her correct TIN by completing the form herein certifying that the TIN provided on Substitute Form W-9 is correct (or that such Holder is awaiting a TIN) and that (i) each Holder is exempt, (ii) such Holder has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of failure to report all interest or dividends or (iii) the Internal Revenue Service has notified such Holder that he or she is no longer subject to backup withholding.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
Each Holder is required to give the Exchange Agent the social security number or employer identification number of the record Holder(s) of the Notes. If Notes are in more than one name or are not in the name of the actual Holder, consult the instructions on Internal Revenue Service Form W-9, which may be obtained from the Exchange Agent, for additional guidance on which number to report.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
If the tendering Holder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, write "Applied For" in the space for the TIN on Substitute Form W-9, sign and date the form and the Certificate of Awaiting Taxpayer Identification Number and return them to the Exchange Agent. If such certificate is completed and the Exchange Agent is not provided with the TIN within 60 days, the Exchange Agent will withhold 31% of all payments made thereafter until a TIN is provided to the Exchange Agent.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER WITH NOTES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.

EXHIBIT 99.2
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.--Social Security numbers have nine digits separated by two hyphens:
e.g., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: e.g., 00-0000000. The table below will help determine the number to give the payer.

 FOR THIS TYPE OF ACCOUNT:                    GIVE THE SOCIAL SECURITY NUMBER OF--
 1. An individual's account                   The individual

 2. Two or more individuals (joint account)   The actual owner of the account or, if
                                              combined funds, any one of the
                                              individuals(1)

 3. Husband and wife (joint account)          The actual owner of the account or, if
                                              joint funds, either person(1)

 4. Custodian account of a minor (Uniform     The minor(2)
    Gift to Minors Act)

 5. Adult and minor (joint account)           The adult or, if the minor is the only
                                              contributor, the minor(1)

 6. Account in the name of guardian or        The ward, minor, or incompetent person(3)
    committee for a designated ward, minor,
    or incompetent person

 7. a. The usual revocable savings trust      The grantor-trustee(1)
    account (grantor is also trustee)

    b. So-called trust account that is not    The actual owner(1)
    a legal or valid trust under state law

 8. Sole proprietorship account               The owner(4)

 FOR THIS TYPE OF ACCOUNT:                    GIVE THE EMPLOYER IDENTIFICATION NUMBER
                                              OF--

 9. A valid trust, estate, or pension trust   Legal entity (do not furnish the
                                              identifying number of the personal
                                              representative or trustee unless the
                                              legal entity itself is not designated in
                                              the account title.)(5)

 10.    Corporate account                     The corporation

 11.    Religious, charitable, or             The organization
        educational organization account

 12.    Partnership account held in the       The partnership
        name of the business

 13.    Association, club, or other tax-      The organization
        exempt organization

 14.    A broker or registered nominee        The broker or nominee

 15.    Account with the Department of        The public entity
        Agriculture in the name of a public
        entity (such as a state or local
        government, school district, or
        prison) that receives agricultural
        program payments

(1)    List first and circle the name of the person whose number you furnish.
(2)    Circle the minor's name and furnish the minor's social security number.
(3)    Circle the ward's, minor's or incompetent person's name and furnish such person's
       social security number.
(4)    Show the name of the owner. You may also enter your business or "doing business
       as" name.  Furnish the owner's social security number or the employer
       identification number of the sole proprietorship.
(5)    List first and circle the name of the legal trust, estate, or pension trust.

NOTE:  If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.	

OBTAINING A NUMBER
If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Number Card (for individuals), or Form SS-4, Application for Employer Identification Number (for businesses and all other entities), at an office of the Social Security Administration or the Internal Revenue Service.
To complete Substitute Form W-9, if you do not have a taxpayer identification number, write "Applied For" in the space for the taxpayer identification number in Part I, sign and date the Form, and give it to the requester. Generally, you will then have 60 days to obtain a taxpayer identification number and furnish it to the requester. If the requester does not receive your taxpayer identification number within 60 days, backup withholding, if applicable, will begin and will continue until you furnish your taxpayer identification number to the requester.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the following:
- A corporation.
- A financial institution.
- An organization exempt from tax under section 501(a), or an individual retirement plan, or a custodial account under section 403(b)(7).
- The United States or any agency or instrumentality thereof.
- A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.
- A foreign government or a political subdivision, agency or instrumentality thereof.
- An international organization or any agency or instrumentality thereof.
- A registered dealer in securities or commodities registered in the United States or a possession of the United States.
- A real estate investment trust.
- A common trust fund operated by a bank under section 584(a).
- An entity registered at all times during the tax year under the Investment Company Act of 1940.
- A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup withholding include the following:
- Payments to nonresident aliens subject to withholding under section 1441.
- Payments to partnerships not engaged in a trade or business in the United States and which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not paid in money.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the following:
- Payments of interest on obligations issued by individuals. NOTE: You may be subject to backup withholding if (i) this interest is $600 or more, (ii) the interest is paid in the course of the payer 5 trade or business and (iii) you have not provided your correct taxpayer identification number to the payer.
- Payments of tax-exempt interest (including exempt-interest dividends under section 852).
- Payments described in section 6049(b) (5) to nonresident aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
EXEMPT PAYEES DESCRIBED ABOVE SHOULD FILE A SUBSTITUTE FORM W-9 TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.
Certain payments other than interest, dividends, and patronage dividends that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6045, and 6050A.
PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividends, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 31% of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE STATEMENTS WITH RESPECT TO WITHHOLDING.--If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--If you falsify certifications or affirmations, you are subject to criminal penalties including fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR
TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE
Unless otherwise noted herein, all references to section numbers or to regulations are references to the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
8-3/4% SENIOR SUBORDINATED NOTES DUE 2008
 (INCLUDING THOSE IN BOOK-ENTRY FORM)
OF
OSHKOSH TRUCK CORPORATION
This form or one substantially equivalent hereto must be used to accept the Exchange Offer of Oshkosh Truck Corporation (the "Company") made pursuant to the Prospectus, dated , 1998 (the "Prospectus"), if certificates for the outstanding 8-3/4% Senior Subordinated Notes Due 2008 of the Company (the "Senior Subordinate Notes" or the "Notes") are not immediately available or if the procedure for book-entry transfer cannot be complete on a timely basis or time will not permit all required documents to reach the Exchange Agent prior to 12:00 midnight, New York time, on the Expiration Date of the Exchange Offer. Such form may be delivered or transmitted by telegram, telex, facsimile transmission, mail or hand delivery to Firstar Trust Company (the "Exchange Agent") as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender Notes pursuant to the Exchange Offer, a completed, singed and dated Letter of Transmittal (or facsimile thereof) must also be received by the Exchange Agent prior to 12:00 midnight, New York City time, on the Expiration Date. Capitalized terms not defined herein are defined in the Prospectus.
FIRSTAR TRUST COMPANY, EXCHANGE AGENT
BY MAIL, HAND OR OVERNIGHT COURIER:
Firstar Trust Company
1555 North RiverCenter Drive
Suite 301
Milwaukee, Wisconsin 53212
Attention: Pamela Warner
By Facsimile Transmission
(For Eligible Institutions Only):
(414) 905-5049
Confirm by Telephone:
(414) 905-5008
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Notes set forth below, pursuant to the guaranteed delivery procedure described in "The Exchange Offer -- Guaranteed Delivery Procedures" section of the Prospectus.
Principal Amount of Notes Tendered:*
$_______________________________________________________________________
Certificate Nos. (if available):

Total Principal Amount Represented by Certificate(s):

* Must be in denominations of principal amount of $1,000 and any integral multiple thereof.
All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

               PLEASE SIGN HERE

_______________________________________________   _______________________

_______________________________________________   _______________________
Signature(s) of Owner(s) or Authorized Signatory       Date	

Area Code and Telephone Number:__________________________________________
Must be signed by the holder(s) of Notes as their name(s) appear(s) on certificates for Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in- fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below. If Notes will be delivered by book-entry transfer to The Depository Trust Company, provide account number.

                    Please print name(s) and address(es)

Name(s):     _____________________________________________________________

             _____________________________________________________________

             _____________________________________________________________

             _____________________________________________________________

Capacity:    _____________________________________________________________

             _____________________________________________________________

Address(es): _____________________________________________________________

             _____________________________________________________________	

Account Number:___________________________________________________________

GUARANTEE
 (NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program, hereby guarantees that the undersigned will deliver to the Exchange Agent the certificates representing the Notes being tendered hereby or confirmation of book-entry transfer of such Notes into the Exchange Agent's account at The Depository Trust Company, in proper form for transfer, together with any other documents required by the Letter of Transmittal within three New York Stock Exchange trading days after the Expiration Date.
Name of Firm:
AUTHORIZED SIGNATURE

Address:                      Name:
                              (Please Type or Print)
                              Title:
Zip Code
Area Code and                 Date:	

Telephone Number:
NOTE: DO NOT SEND CERTIFICATES OF NOTES WITH THIS FORM. CERTIFICATES OF NOTES SHOULD BE SENT ONLY WITH A COPY OF THE PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL.