-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bzr3JlKRWJPuRlLU23FVNLpB77U6HlyFsQtQ81MbDxRQGVxiiWdX7Wxtax1i1imF AjU6/BISC0UFYZoPqOHJfg== 0000950152-06-008227.txt : 20061017 0000950152-06-008227.hdr.sgml : 20061017 20061017152046 ACCESSION NUMBER: 0000950152-06-008227 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20061017 DATE AS OF CHANGE: 20061017 EFFECTIVENESS DATE: 20061017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JLG INDUSTRIES INC CENTRAL INDEX KEY: 0000216275 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION MACHINERY & EQUIP [3531] IRS NUMBER: 251199382 STATE OF INCORPORATION: PA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12123 FILM NUMBER: 061148595 BUSINESS ADDRESS: STREET 1: 1 JLG DR CITY: MCCONNELLSBURG STATE: PA ZIP: 17233 BUSINESS PHONE: 7174855161 DEFA14A 1 l22747ae8vk.htm JLG INDUSTRIES, INC. 8-K/DEFA14A JLG INDUSTRIES, INC. 8-K/DEFA14A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 17, 2006
JLG INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Commission file number: 1-12123
     
PENNSYLVANIA
(State or other jurisdiction of
incorporation or organization)
  25-1199382
(I.R.S. Employer
Identification No.)
     
1 JLG Drive, McConnellsburg, PA
(Address of principal executive offices)
  17233-9533
(Zip Code)
Registrant’s telephone number, including area code:
(7l7) 485-5161
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
ý Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))
 
 

 


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Item 8.01 Other Events.
Item 9.01 Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EX-99.1


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Item 8.01 Other Events.
     On October 15, 2006, JLG Industries, Inc., a Pennsylvania corporation (the “Company”) entered into an Agreement and Plan of Merger among the Company, Oshkosh Truck Corporation, a Wisconsin corporation, and a newly formed subsidiary of Oshkosh, Steel Acquisition Corporation, a Pennsylvania corporation.
     On October 17, 2006, the Company mailed a letter to Company team members discussing the merger. The text of the letter is furnished as Exhibit 99.1, attached hereto.
     Additional Information and Where to Find It
     A shareholders meeting will be announced soon to obtain shareholder approval for the Merger. The Company intends to file with the Securities and Exchange Commission a proxy statement and other relevant materials in connection with the Merger. The proxy statement will be mailed to the Company’s shareholders. THE COMPANY’S SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE COMPANY. Investors and shareholders may obtain free copies of these materials (when they are available) and other documents filed with the SEC at the SEC’s website at www.sec.gov. A free copy of the proxy statement when it becomes available may also be obtained from the Company, at 1 JLG Drive, McConnellsburg, PA, 17233-9533. The Company and its officers and directors may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the Merger. Investors and shareholders may obtain more detailed information regarding the direct and indirect interests of the Company and its respective executive officers and directors in the proposed Merger by reading the proxy statement, which will be filed with the SEC.
Item 9.01 Financial Statements and Exhibits.
     (c) Exhibits
               Item 99.1 Letter to team members.

2


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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
  JLG INDUSTRIES, INC.
(Registrant)
 
 
Date: October 17, 2006  /s/ James H. Woodward, Jr.    
  James H. Woodward, Jr.   
  Executive Vice President and Chief Financial Officer   

3


Table of Contents

         
EXHIBIT INDEX
     
Exhibit No.   Description
 
   
Item 99.1
  Letter to team members.

4

EX-99.1 2 l22747aexv99w1.htm EX-99.1 EX-99.1
 

EXHIBIT 99.1
October 16, 2006
Dear JLG Team Member:
Today I am very pleased to announce the signing of a merger agreement between two exceptional organizations: JLG Industries, Inc. and Oshkosh Truck Corporation. I know that this announcement may have surprised many of you, and I want to assure you that the best interests of the Company, including our shareholders and you, our team members, was the top priority.
JLG and Oshkosh each have a long history of successful performance in meeting the demands of their customers. We are both leaders in the markets in which we sell, we pride ourselves on delivering the absolute best quality products to our customers, and we excel at new product innovations. Our common values of uncompromising integrity, respect, and accountability will allow for a smooth integration process.
I view this merger as a partnership that will benefit both companies. JLG’s product line is complementary to Oshkosh’s and provides entry into new markets. Oshkosh’s purchasing and logistics systems will bring momentum to current JLG initiatives. Both companies will be able to share product technology and best practices.
Oshkosh has a history of successful acquisitions that have resulted in significant revenue and employment growth. I expect that the addition of JLG will help Oshkosh to build on these success stories and continue to grow JLG’s business along with the combined company. There is no intent to close any JLG facilities.
I know that you will have many questions. During the next several weeks, work on finalizing this merger will continue and I will share information with you as soon as I can. The best way you can assist in this process is to stay focused on what you do and to assist this process when requested.
I am excited by the road ahead. I believe this combination will benefit all of us, and appreciate your support in moving forward.
If you have any questions please feel free to contact a member of the senior management team and/or utilize email oshkoshquestions@jlg.com.
Sincerely,
JLG INDUSTRIES, INC.
(-s- Bill Lasky)
Bill Lasky
Chairman of the Board, President
and Chief Executive Officer

 


 

Where you can find additional information about the transaction.
     A shareholders meeting will be announced soon to obtain shareholder approval for the Merger. The Company intends to file with the Securities and Exchange Commission a proxy statement and other relevant materials in connection with the Merger. The proxy statement will be mailed to the Company’s shareholders. THE COMPANY’S SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE COMPANY. Investors and shareholders may obtain free copies of these materials (when they are available) and other documents filed with the SEC at the SEC’s website at www.sec.gov. A free copy of the proxy statement when it becomes available may also be obtained from the Company, at 1 JLG Drive, McConnellsburg, PA, 17233-9533. The Company and its officers and directors may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the Merger. Investors and shareholders may obtain more detailed information regarding the direct and indirect interests of the Company and its respective executive officers and directors in the proposed Merger by reading the proxy statement, which will be filed with the SEC.

 

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