-----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, PDJe17CJ0PLGfb7rHgllUclZdZ81MgkiMf2iqS89c1LQ4Pgwe/ksOuIRlFhGMozn kSSiOJWbGf+DklI8dUjzTg== 0001362310-08-008177.txt : 20081212 0001362310-08-008177.hdr.sgml : 20081212 20081212143016 ACCESSION NUMBER: 0001362310-08-008177 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20081209 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081212 DATE AS OF CHANGE: 20081212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACCAR INC CENTRAL INDEX KEY: 0000075362 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 910351110 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14817 FILM NUMBER: 081246269 BUSINESS ADDRESS: STREET 1: PACCAR BUILDING STREET 2: 777 106TH AVENUE NE CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 425 468 7383 MAIL ADDRESS: STREET 1: PACCAR BUILDING STREET 2: 777 106TH AVENUE NE CITY: BELLEVUE STATE: WA ZIP: 98004 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC CAR & FOUNDRY CO DATE OF NAME CHANGE: 19720707 8-K 1 c78275e8vk.htm FORM 8-K Filed by Bowne Pure Compliance
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): December 9, 2008

PACCAR Inc
(Exact name of registrant as specified in its charter)
         
Delaware   001-14817   91-0351110
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
777 106th Avenue NE, Bellevue, WA
  98004
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (425) 468-7400
 
 
(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)

o 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 240.13e-4(c))

 
 

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On December 9, 2008, the Board of Directors of PACCAR Inc (the “Company”) named Thomas E. Plimpton to the Company’s Board of Directors effective January 2, 2009, and John M. Pigott to the Company’s Board of Directors effective April 27, 2009.

Mr. Plimpton will serve as a Class I director for the remainder of the term of Michael A. Tembreull who is retiring from the Company and resigning from the Board effective January 2, 2009. Mr. John M. Pigott will serve as a Class III director. Neither director is expected to be named to a Board committee at this time. Mr. John M. Pigott is the brother of Mark C. Pigott, Chairman and Chief Executive Officer of the Company. There are no reportable transactions under Item 404 (a) of Regulation S-K.

Mr. Plimpton, Vice Chairman of the Company, will receive no compensation as a director. Mr. John M. Pigott will receive compensation for his services in accordance with the Company’s standard compensatory arrangements for non-employee directors. These arrangements include a prorated annual retainer of $75,000, Board meeting fees of $7,500 per meeting, and an annual restricted stock award of $90,000 prorated for 2009 to $67,500. Press releases announcing the Board action are attached as Exhibits 99.1 and 99.2 to this Report.

On November 4, 2008, the Company reported in a Current Report on Form 8-K the naming of Kirk S. Hachigian and Warren R. Staley to the Company’s Board of Directors, effective December 9, 2008. The information requested in Item 5.02(d)(3) was not available at that time. PACCAR is filing this amendment to its November 4, 2008 Current Report on Form 8-K to report that on December 9, 2008, the Company’s Board of Directors appointed Mr. Hachigian to the Compensation Committee and Mr. Staley to the Nominating and Governance Committee. Both appointments are effective January 1, 2009.

Item 7.01 Regulation FD Disclosure.

On December 9, 2008, the Company issued a press release announcing both a special and quarterly dividend and commenting on market conditions. The announcement, a copy of which is furnished as Exhibit 99.3 to this Report, is incorporated herein by reference.

This Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those included in these statements due to a variety of factors. More information about these factors is contained in the Company’s filings with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

The following are furnished as Exhibits to this Report.

     
Exhibit Number   Description
99.1
99.2
99.3
  Press release of December 10, 2008 regarding Thomas E. Plimpton
Press release of December 10, 2008 regarding John M. Pigott
Press release of December 9, 2008 announcing dividends

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  PACCAR Inc
 
 
Date: December 12, 2008  By:   /s/ D. C. Anderson   
    D. C. Anderson   
    Vice President and General Counsel   
 

 

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EX-99.1 2 c78275exv99w1.htm EXHIBIT 99.1 Filed by Bowne Pure Compliance
     
        Exhibit 99.1

Thomas E. Plimpton Named to PACCAR Board

December 10, 2008, Bellevue, Washington – Thomas E. Plimpton has been named to PACCAR Inc’s Board of Directors, effective January 2, 2009, to serve the remaining term for Michael Tembreull who is retiring from the Company after 38 years, according to Mark Pigott, PACCAR Chairman and Chief Executive Officer.

Mr. Plimpton is Vice Chairman of the Company and has held that position since September 2008.  He will also serve as the Company’s principal financial officer.  He was President from January 2003 to September 2008, Executive Vice President from August 1998 to January 2003 and Senior Vice President from August 1996 to August 1998.

“PACCAR is very pleased that Mr. Plimpton will be joining the Board.  His outstanding background in international business and information technology and his thorough knowledge of the commercial vehicle industry gained through 32 years with the Company provide valuable expertise that will benefit PACCAR and its stockholders,” said Mark Pigott.

PACCAR is a global technology leader in the design, manufacture and customer support of  high-quality light-, medium- and heavy-duty trucks under the Kenworth, Peterbilt and DAF nameplates.  It also provides financial services and information technology and distributes truck parts related to its principal business. PACCAR shares are traded on the Nasdaq Global Select Market, symbol PCAR, and its homepage is www.paccar.com.

 

EX-99.2 3 c78275exv99w2.htm EXHIBIT 99.2 Filed by Bowne Pure Compliance
     
        Exhibit 99.2

John M. Pigott Named to PACCAR Board

December 10, 2008, Bellevue, Washington – John M. Pigott has been named to PACCAR Inc’s Board of Directors, effective April 27, 2009, according to Mark Pigott, PACCAR Chairman and Chief Executive Officer.  John Pigott is the brother of Mark Pigott.

Mr. Pigott is a partner in Beta Business Ventures, LLC, a private investment company formed in 2008, and was a partner in the predecessor company Beta Capital Group, LLC, since 2003.  He served in various management positions within PACCAR from 1992 through 2003.

“PACCAR is very pleased that John Pigott will be joining the Board.  His experience in manufacturing and financial services will benefit PACCAR and its stockholders,” said Mark Pigott.

PACCAR is a global technology leader in the design, manufacture and customer support of  high-quality light-, medium- and heavy-duty trucks under the Kenworth, Peterbilt and DAF nameplates.  It also provides financial services and information technology and distributes truck parts related to its principal business.

PACCAR shares are traded on the Nasdaq Global Select Market, symbol PCAR, and its homepage is www.paccar.com.

 

EX-99.3 4 c78275exv99w3.htm EXHIBIT 99.3 Filed by Bowne Pure Compliance
     
        Exhibit 99.3

PACCAR Announces Extra Cash Dividend and Quarterly Dividend

December 9, 2008, Bellevue, Washington - PACCAR Inc’s Board of Directors today declared an extra cash dividend in the amount of ten cents ($.10) per share, payable on January 5, 2009, to stockholders of record at the close of business on December 19, 2008.  The Board of Directors also declared a quarterly cash dividend in the amount of eighteen cents ($.18) per share, payable on March 3, 2009, to stockholders of record at the close of business on February 19, 2009.  “This special dividend reflects the good performance of the company in 2008, yet also recognizes the very difficult global truck markets experienced in the fourth quarter 2008 and projected into 2009,” said Mark Pigott, chairman and chief executive officer.

“The severe recession is impacting our customers in North America and Europe.  The Purchasing Managers’ Indexes for manufacturing in Europe and North America is at 20-year lows,” said Jim Cardillo, president.  “Build rate reductions and temporary plant shutdowns have been implemented in Europe and North America in the fourth quarter 2008.  Truck segment gross margins are expected to be approximately 11 percent this quarter, similar to 2001, due to challenging markets worldwide.  Reduced build rates and lower margins are expected to continue throughout 2009.  U.S. and Canadian Class 8 industry retail sales in 2009 are estimated to be 150,000-180,000 units, and the heavy-truck market registrations in Europe are estimated to be 200,000-240,000 units.  PACCAR continues to rigorously reduce operating expenses and capital expenditures to align our business with the current market.”

PACCAR is a global technology leader in the design, manufacture and customer support of  high-quality light-, medium- and heavy-duty trucks under the Kenworth, Peterbilt and DAF nameplates.  It also provides financial services and information technology and distributes truck parts related to its principal business.  PACCAR shares are traded on the Nasdaq Global Select Market, symbol PCAR, and its homepage is www.paccar.com.

 

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