SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-12
Oshkosh Corporation
(Name of Registrant as Specified In Its Charter)
Icahn Partners LP
Icahn Partners Master Fund LP
Icahn Partners Master Fund II L.P.
Icahn Partners Master Fund III L.P.
High River Limited Partnership
Hopper Investments LLC
Barberry Corp.
Icahn Onshore LP
Icahn Offshore LP
Icahn Capital L.P.
IPH GP LLC
Icahn Enterprises Holdings L.P.
Icahn Enterprises G.P. Inc.
Beckton Corp.
Carl C. Icahn
A.B. Krongard
Vincent J. Intrieri
Samuel Merksamer
Jos Maria Alapont
Daniel A. Ninivaggi
Marc F. Gustafson
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
On January 6, 2012, Carl C. Icahn and affiliated entities filed amendment No. 4
to Schedule 13D relating to Oshkosh Corporation, a copy of which is filed
herewith as Exhibit 1.
ON DECEMBER 15, 2011, THE PARTICIPANTS (AS DEFINED BELOW) FILED A DEFINITIVE
PROXY STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. SECURITY HOLDERS
ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED
TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN, A.B. KRONGARD, VINCENT J.
INTRIERI, SAMUEL MERKSAMER, JOSE MARIA ALAPONT, DANIEL A. NINIVAGGI AND MARC F.
GUSTAFSON, ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN PARTNERS
MASTER FUND II L.P., ICAHN PARTNERS MASTER FUND III L.P., HIGH RIVER LIMITED
PARTNERSHIP, HOPPER INVESTMENTS LLC, BARBERRY CORP., ICAHN ENTERPRISES G.P.
INC., ICAHN ENTERPRISES HOLDINGS L.P., IPH GP LLC, ICAHN CAPITAL L.P., ICAHN
ONSHORE LP, ICAHN OFFSHORE LP, AND BECKTON CORP. (COLLECTIVELY, THE
"PARTICIPANTS") FROM THE SHAREHOLDERS OF OSHKOSH CORPORATION FOR USE AT ITS 2012
ANNUAL MEETING OF SHAREHOLDERS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION,
INCLUDING INFORMATION RELATING TO THE PARTICIPANTS. THE DEFINITIVE PROXY
STATEMENT AND A FORM OF PROXY IS AVAILABLE TO SHAREHOLDERS OF OSHKOSH
CORPORATION FROM THE PARTICIPANTS AT NO CHARGE AND IS ALSO AVAILABLE AT NO
CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV
OR BY CONTACTING D.F. KING & CO., INC. BY TELEPHONE AT THE FOLLOWING NUMBERS:
SHAREHOLDERS CALL TOLLFREE: (800) 6595550 AND BANKS AND BROKERAGE FIRMS CALL:
(212) 2695550.
EXHIBIT 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Oshkosh Corporation
(Name of Issuer)
Common Stock, Par Value $0.01
(Title of Class of Securities)
688239201
(CUSIP Number)
Keith Schaitkin, Esq.
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 6, 2012
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
Item 1. Security and Issuer
This statement constitutes Amendment No. 4 to the Schedule 13D relating to
the Common Stock, par value $0.01 (the "Shares"), issued by Oshkosh Corporation
(the "Issuer"), and hereby amends the Schedule 13D filed with the Securities and
Exchange Commission on June 30, 2011 and amended by Amendment Nos. 1 through 3
thereto (as amended, the "Initial Schedule 13D"), on behalf of the Reporting
Persons (as defined in the Initial Schedule 13D), to furnish the additional
information set forth herein. All capitalized terms contained herein but not
otherwise defined shall have the meanings ascribed to such terms in the Initial
Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of the Initial Schedule 13D is hereby amended by adding the following:
On January 6, 2012, Carl Icahn issued an open letter to the shareholders of the
Issuer. A copy of the letter is filed herewith as an exhibit and incorporated
herein by reference, and any descriptions herein of the letter are qualified in
their entirety by reference to the letter filed herewith.
ON DECEMBER 15, 2011, THE PARTICIPANTS (AS DEFINED BELOW) FILED A
DEFINITIVE PROXY STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. SECURITY
HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN, A.B. KRONGARD, VINCENT
J. INTRIERI, SAMUEL MERKSAMER, JOSE MARIA ALAPONT, DANIEL A. NINIVAGGI, MARC F.
GUSTAFSON, ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN PARTNERS
MASTER FUND II L.P., ICAHN PARTNERS MASTER FUND III L.P., HIGH RIVER LIMITED
PARTNERSHIP, HOPPER INVESTMENTS LLC, BARBERRY CORP., ICAHN ENTERPRISES G.P.
INC., ICAHN ENTERPRISES HOLDINGS L.P., IPH GP LLC, ICAHN CAPITAL L.P., ICAHN
ONSHORE LP, ICAHN OFFSHORE LP, AND BECKTON CORP. (COLLECTIVELY, THE
"PARTICIPANTS") FROM THE SHAREHOLDERS OF OSHKOSH CORPORATION FOR USE AT ITS 2012
ANNUAL MEETING OF SHAREHOLDERS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION,
INCLUDING INFORMATION RELATING TO THE PARTICIPANTS. THE DEFINITIVE PROXY
STATEMENT AND A FORM OF PROXY IS AVAILABLE TO SHAREHOLDERS OF OSHKOSH
CORPORATION FROM THE PARTICIPANTS AT NO CHARGE AND IS ALSO AVAILABLE AT NO
CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV
OR BY CONTACTING D.F. KING & CO., INC. BY TELEPHONE AT THE FOLLOWING NUMBERS:
SHAREHOLDERS CALL TOLLFREE: (800) 6595550 AND BANKS AND BROKERAGE FIRMS CALL:
(212) 2695550.
Item 7. Material to be Filed as Exhibits
1. Letter to Shareholders of the Issuer from Carl Icahn, dated January 6, 2012
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: January 6, 2012
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/Dominick Ragone
-------------------
Name: Dominick Ragone
Title: Chief Financial Officer
/s/ Carl C. Icahn
--------------------
CARL C. ICAHN
EXHIBIT 1
FOR IMMEDIATE RELEASE
CARL ICAHN ISSUES OPEN LETTER TO SHAREHOLDERS OF
OSHKOSH CORPORATION
New York, New York, January 6, 2012
Contact: Susan Gordon (212) 702-4309
Carl Icahn today issued the following open letter to shareholders of Oshkosh
Corporation:
Dear Fellow Oshkosh Shareholders,
The Oshkosh Annual Meeting will take place Friday, January 27, 2012. Your vote
is important as Oshkosh is at a CRITICAL JUNCTURE and I believe that my six
director nominees have the necessary skills, experience and objectivity to help
fix the problems at Oshkosh. I think CHANGE IS NECESSARY and crucial for the
future success of Oshkosh.
In a recent letter from the Oshkosh Chairman and from the CEO, the company
argues that they should be supported due to a 3-year total shareholder return of
45%. I find this to be absurd since during this time period the total enterprise
value of Oshkosh decreased by approximately $500 million, from $3.1 billion to
$2.6 billion.(1)
Additionally, I am not sure why this management team feels that their past stock
performance is an attribute for which they are owed loyalty, considering Oshkosh
was trading at $35 per share at the start of 2011 and now trades in the low
$20s. The company is also one of the worst performing among its peers in terms
of stock performance over the past five years, and the worst in terms of 2012
projected earnings growth.
The board feels that it is useful to list all of the actions they have taken "In
the face of unprecedented market challenges" without mentioning their current
dire situation in terms of falling profitability and low share price. They have
curiously focused on items that are old news such as:
- "Achieved the #1 or #2 brands in virtually all of its markets" -
though this has not changed for years and was primarily accomplished
by acquisitions.
- "Developed innovative, profitable products like the M-ATV" - which is
now at the end of its production cycle.
- "Reduced debt by approximately $2 billion" - We believe this debt
never should have been incurred in the first place. It was used to
fund the acquisition of a company whose earnings subsequently went to
zero. Management then had to seek waivers under this debt to avoid a
potentially disastrous default. Management is now asking for
shareholders to be grateful that they have paid down this debt.
- "Cut approximately $200 million in costs in fiscal 2009" - IT IS NOW
FISCAL 2012.
______________________
(1) Total enterprise value of approximately $3.1 billion as of December 31, 2008
is based on total net debt of approximately $2.432 billion as of December 31,
2008 and market capitalization of approximately $662 million (based on the
closing stock price on December 31, 2008). Total enterprise value of
approximately $2.6 billion as of December 31, 2011 is based on total net debt of
approximately $631.5 million as of December 31, 2011 and market capitalization
of approximately $1.95 billion (based on the closing stock price on December 31,
2011).
I believe this is one of the major problems with the incumbent management and
board; they are congratulating themselves for actions taken in the past rather
than addressing challenges the company faces in the present and future.
The board has suggested that I confirmed at a meeting with management that I do
not understand the defense business. This only confirms my belief that they did
not understand me in the first place. Irrespective of any apparent
miscommunication, there is one thing I do understand about the defense business
- defense contractors should charge their customers a price in excess of their
cost which is a concept that seems to me to be lost on the Oshkosh board and
management given the recent experience with the FMTV contract.
The board is also alleging that I have provided no substantive ideas to enhance
shareholder value. After reviewing the details surrounding the MOVE strategy, I
firmly believe that their strategy provides no substantive ideas to proactively
enhance shareholder value. To put it differently, I believe that their strategy
represents the same "wait and see" approach to a recovery which the board has
been implementing for years. Shareholders deserve a real plan to deliver value
TODAY centered on the following:
- Immediately explore alternatives for JLG to reallocate capital to
debt reduction, returning capital to shareholders and providing
opportunities to pursue a more active acquisition strategy surrounding
core businesses. -
- Capitalize on a weak economy by consolidating existing niche
businesses and entering new synergistic product lines rather than
waiting to see how the economy progresses.
- Aggressively seek small acquisitions and joint venture opportunities
in core product areas to develop a comprehensive international growth
strategy.
- Position the company to participate in coming defense industry
consolidation as both a buyer and/or a seller.
- Integrate and restructure existing operations to maintain
profitability, and if the current management is not willing or capable
of executing such a restructuring, finding a management team that
will.
I believe that my nominees have excellent operational and financial
qualifications and that their experience would be extremely beneficial to
Oshkosh and its shareholders to move this company to develop a value enhancing
strategy.
I urge shareholders to VOTE THE GOLD CARD FOR ALAPONT, GUSTAFSON, INTRIERI,
KRONGARD, MERKSAMER AND NINIVAGGI to send a message to the company and deliver
the necessary change to take Oshkosh into the future. If you have already voted
the white card, you can still change your vote by now VOTING THE GOLD card.
Sincerely,
Carl C. Icahn
IF YOU HAVE ANY QUESTIONS ABOUT HOW TO VOTE YOUR SHARES OR REQUIRE ANY
ASSISTANCE IN EXECUTING YOUR PROXY, PLEASE CALL THE FIRM ASSISTING US IN THE
SOLICITATION OF PROXIES:
D.F. KING & CO., INC.
SHAREHOLDERS CALL TOLL-FREE: (800) 659-5550
BANKS AND BROKERS CALL COLLECT: (212) 269-5550
ON DECEMBER 15, 2011, THE PARTICIPANTS (AS DEFINED BELOW) FILED A DEFINITIVE
PROXY STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. SECURITY HOLDERS
ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED
TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN, A.B. KRONGARD, VINCENT J.
INTRIERI, SAMUEL MERKSAMER, JOSE MARIA ALAPONT, DANIEL A. NINIVAGGI, MARC F.
GUSTAFSON, ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN PARTNERS
MASTER FUND II L.P., ICAHN PARTNERS MASTER FUND III L.P., HIGH RIVER LIMITED
PARTNERSHIP, HOPPER INVESTMENTS LLC, BARBERRY CORP., ICAHN ENTERPRISES G.P.
INC., ICAHN ENTERPRISES HOLDINGS L.P., IPH GP LLC, ICAHN CAPITAL L.P., ICAHN
ONSHORE LP, ICAHN OFFSHORE LP, AND BECKTON CORP. (COLLECTIVELY, THE
"PARTICIPANTS") FROM THE SHAREHOLDERS OF OSHKOSH CORPORATION FOR USE AT ITS 2012
ANNUAL MEETING OF SHAREHOLDERS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION,
INCLUDING INFORMATION RELATING TO THE PARTICIPANTS. THE DEFINITIVE PROXY
STATEMENT AND A FORM OF PROXY IS AVAILABLE TO SHAREHOLDERS OF OSHKOSH
CORPORATION FROM THE PARTICIPANTS AT NO CHARGE AND IS ALSO AVAILABLE AT NO
CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV
OR BY CONTACTING D.F. KING & CO., INC. BY TELEPHONE AT THE FOLLOWING NUMBERS:
SHAREHOLDERS CALL TOLLFREE: (800) 6595550 AND BANKS AND BROKERAGE FIRMS CALL:
(212) 2695550.