8-K

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):  January 4, 2013

Oshkosh Corporation

(Exact name of registrant as specified in its charter)

Wisconsin	1-31371	39-0520270
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

P.O. Box 2566, Oshkosh, Wisconsin 54903

(Address of principal executive offices, including zip code)

(920) 235-9151

(Registrant’s telephone number)

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.Entry into a Material Definitive Agreement.

On January 4, 2013, the Board of Directors of Oshkosh Corporation (the “Company”) approved and the Company entered into the first amendment (the “Amendment”) to the Company’s Rights Agreement, dated as of October 25, 2012 (the “Rights Agreement”), between the Company and Computershare Trust Company, N.A., Rights Agent.

The Amendment accelerated the expiration date of the rights issued pursuant to the Rights Agreement (the “Rights”) from October 25, 2013 to January 7, 2013.  Accordingly, as of 5:00 p.m. New York, New York time on January 7, 2013, the Rights expired and were no longer outstanding and the Rights Agreement terminated as of that time.

The foregoing description of the Amendment is qualified in its entirety by reference to the copy of the Amendment attached hereto as Exhibit 4.1 and incorporated herein by reference.

Item 1.02.Termination of a Material Definitive Agreement.

The information set forth in Item 1.01 above is incorporated herein by reference.

Item 3.03.Material Modification to Rights of Security Holders.

The information set forth in Item 1.01 above is incorporated herein by reference.

Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the adoption of the Rights Agreement, on October 26, 2012, the Company filed with the Department of Financial Institutions of the State of Wisconsin Articles of Amendment (the “Articles of Amendment”) to the Amended and Restated Articles of Incorporation of the Company (the “Restated Articles”) relating to the Series A2 Junior Participating Preferred Stock of the Company issuable upon exercise of the Rights (the “Preferred Stock”).  In connection with the expiration of the Rights and the termination of the Rights Agreement on January 7, 2013, as described in Item 1.01 above, the Board of Directors of the Company eliminated from the Restated Articles all matters set forth in the Articles of Amendment relating to the Preferred Stock, and the Company filed a certificate with the Department of Financial Institutions of the State of Wisconsin (the “Certificate”) stating that none of the authorized shares of Preferred Stock are outstanding and that no such shares will be issued under the Articles of Amendment.

The foregoing description of the Certificate is qualified in its entirety by reference to the copy of the Certificate attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 8.01.Other Events.

On January 7, 2013, the Company issued a press release announcing the Amendment.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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Item 9.01.Financial Statements and Exhibits.

(a)Not applicable.

(b)Not applicable.

(c)Not applicable.

(d)Exhibits.

(3.1)Certificate relating to Series A2 Junior Participating Preferred Stock of Oshkosh Corporation, dated January 7, 2013.

(4.1)Amendment No. 1 to Rights Agreement, dated as of January 4, 2013, between Oshkosh Corporation and Computershare Trust Company, N.A., Rights Agent.

(99.1)Press release dated January 7, 2013.

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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 hereunto duly authorized.

	OSHKOSH CORPORATION
Date: January 7, 2013	By:	/s/ Bryan J. Blankfield
		Name:  Bryan J. Blankfield
		Title:    Executive Vice President, General Counsel and Secretary

OSHKOSH CORPORATION

Exhibit Index to Current Report on Form 8-K

Dated January 4, 2013

Exhibit No.
(3.1)	Certificate relating to Series A2 Junior Participating Preferred Stock of Oshkosh Corporation, dated January 7, 2013.
(4.1)	Amendment No. 1 to Rights Agreement, dated as of January 4, 2013, between Oshkosh Corporation and Computershare Trust Company, N.A., Rights Agent.
(99.1)	Press release dated January 7, 2013.

EX-3.1

Exhibit 3.1

CERTIFICATE

relating to

SERIES A2 JUNIOR PARTICIPATING PREFERRED STOCK

of

OSHKOSH CORPORATION

Pursuant to Section 180.0602(3)(b)2. of the Wisconsin Business Corporation Law

I, Bryan, J. Blankfield, Executive Vice President, General Counsel and Secretary of Oshkosh Corporation, a corporation organized and existing under the Wisconsin Business Corporation Law (the “Corporation”), in accordance with the provisions of Section 180.0602(3)(b)2. thereof and on behalf and at the direction of the Board of Directors (the “Board”) of the Corporation, DO HEREBY CERTIFY THAT:

A.The Board adopted the following resolutions on January 4, 2013:

RESOLVED, that, in accordance with Section 180.0602(3)(b)2. of the Wisconsin Business Corporation Law, the Board hereby eliminates from the Corporation’s Restated Articles of Incorporation all matters set forth in the Articles of Amendment filed with the Wisconsin Department of Financial Institutions on October 26, 2012 (the “Articles of Amendment”) with respect to the Series A2 Junior Participating Preferred Stock of the Corporation.

RESOLVED, that the Chief Executive Officer, the President or any Executive Vice President of the Corporation be, and each of them individually hereby is, authorized, empowered and directed, in the name and on behalf of the Corporation, to, promptly following the expiration of the Rights Agreement, execute, deliver and file, in accordance with the provisions of the Wisconsin Business Corporation Law, a certificate or other appropriate document prepared by the Board setting forth the content of these resolutions, stating that none of the authorized shares of the Series A2 Junior Participating Preferred Stock of the Corporation are outstanding and stating that no such shares will be issued under the Articles of Amendment, a form of which has been provided to the Board and is hereby approved, substantially in such form, with such modifications thereto as shall be approved by the Chief Executive Officer, the President or any Executive Vice President of the Corporation.

B.None of the authorized shares of the Series A2 Junior Participating Preferred Stock of the Corporation are outstanding.

C.No shares of the Series A2 Junior Participating Preferred Stock of the Corporation will be issued under the Articles of Amendment, filed with the Wisconsin Department of Financial Institutions on October 26, 2012, relating to the Series A2 Junior Participating Preferred Stock of the Corporation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on behalf of the Corporation and does affirm the foregoing as true as of the 7th day of January, 2013.

OSHKOSH CORPORATION
By:	/s/ Bryan J. Blankfield
Bryan J. Blankfield
Executive Vice President, General
Counsel and Secretary

This instrument was drafted by, and should be returned to, John K. Wilson of the firm of Foley & Lardner LLP, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.

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EX-4.1

Exhibit 4.1

AMENDMENT NO. 1 TO
RIGHTS AGREEMENT

This Amendment No. 1 to Rights Agreement (this “Amendment”) is dated as of January 4, 2013 (the “Effective Date”) and amends the Rights Agreement, dated as of October 25, 2012 (the “Rights Agreement”), between Oshkosh Corporation, a Wisconsin corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”).  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Rights Agreement.

WHEREAS, on January 4, 2013, the Board of Directors of the Company determined it is in the best interests of the Company and its shareholders to amend the Rights Agreement on the terms set forth herein;

WHEREAS, in accordance with Section 27 of the Rights Agreement, prior to the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend the Rights Agreement without the approval of any holders of certificates representing shares of Common Stock;

WHEREAS, the Rights Agent is hereby directed to enter into this Amendment; and

WHEREAS, an officer of the Company has delivered to the Rights Agent a certificate as to the compliance of this Amendment with the terms of Section 27 of the Rights Agreement.

NOW, THEREFORE, in consideration of the premises and the respective agreements set forth herein, the parties hereby agree as follows:

1.Amendment of the Rights Agreement.

(a)Section 1(t) of the Rights Agreement is amended and restated to read as follows:

“(t) “Final Expiration Date” shall mean 5:00 p.m., New York, New York time, on January 7, 2013.”

(b)Exhibit B of the Rights Agreement (Form of Rights Certificate) is hereby amended to replace the words “October 25, 2013” with the words “January 7, 2013” in all places where such words occur.

(c)Exhibit C of the Rights Agreement (Form of Summary of Rights to Purchase Preferred Stock) is hereby amended to replace the words “October 25, 2013” with the words “January 7, 2013” in all places where such words occur.

2.No Other Amendment; Effect of Amendment. Except as and to the extent expressly modified by this Amendment, the Rights Agreement and the exhibits thereto

shall remain in full force and effect in all respects without any modification (it being understood that upon the expiration of the Rights in accordance with the terms of the Rights Agreement, as amended hereby, the Rights Agreement shall be terminated and of no further force or effect whatsoever without any further action on the part of the Company or the Rights Agent). This Amendment shall be deemed an amendment to the Rights Agreement and shall become effective on the Effective Date. In the event of a conflict or inconsistency between this Amendment and the Rights Agreement and the exhibits thereto, the provisions of this Amendment shall govern.

3.Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Agreement transmitted electronically shall have the same authority, effect, and enforceability as an original signature.

4.Severability.  If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

5.Descriptive Headings. Descriptive headings in this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

6.Further Assurances. Each of the parties to this Amendment shall cooperate and take such action as may be reasonably requested by the other party in order to carry out the provisions and purposes of this Amendment, the Rights Agreement and the transactions contemplated hereunder and thereunder.

7.Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Wisconsin and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State, except that the rights and obligations of the Rights Agent shall be governed by the laws of the State of New York.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Rights Agreement as of the date first above written.

OSHKOSH CORPORATION
By:	/s/ Bryan J. Blankfield
	Name:	Bryan J. Blankfield
	Title:	Executive Vice President,
		General Counsel and Secretary
COMPUTERSHARE TRUST COMPANY, N.A.
By:	/s/ Dennis V. Moccia
	Name:	Dennis V. Moccia
	Title:	Manager, Contract Administration

EX-99.1

Exhibit 99.1

O S H K O S H  C O R P O R A T I O N

F O R   I M M E D I A T E   R E L E A S E

For more information, contact:
Financial:	Patrick Davidson
	Vice President, Investor Relations
	920.966.5939
Media:	John Daggett
	Vice President, Communications
	920.233.9247

OSHKOSH ANNOUNCES TERMINATION OF

SHAREHOLDER RIGHTS PLAN

Shareholder Rights Plan Expires on January 7, 2013

OSHKOSH, Wis. (January 7, 2013) – Oshkosh Corporation (NYSE: OSK), a leading manufacturer of specialty vehicles and vehicle bodies, today announced that its Board of Directors  approved, and the Company entered into, an amendment to the Company’s shareholder rights agreement (the “Rights Plan”) accelerating the expiration date of the Rights Plan to January 7, 2013 from October 25, 2013.  Accordingly, as of 5:00 p.m., New York time, today, January 7, 2013, the rights issued pursuant to the Rights Plan will expire and will no longer be outstanding, and the Rights Plan will terminate as of that time.

About Oshkosh Corporation

Oshkosh Corporation is a leading designer, manufacturer and marketer of a broad range of specialty access equipment, commercial, fire & emergency and military vehicles and vehicle bodies. Oshkosh Corporation manufactures, distributes and services products under the brands of Oshkosh®, JLG®, Pierce®,McNeilus®, Medtec® Jerr-Dan®, Oshkosh Specialty Vehicles, Frontline™, CON-E-CO®, London® and IMT®. Oshkosh products are valued worldwide in businesses where high quality, superior performance, rugged reliability and long-term value are paramount. For more information, log on to www.oshkoshcorporation.com.

®, TM All brand names referred to in this news release are trademarks of Oshkosh Corporation or its subsidiary companies.