0000928464-12-000306.txt : 20121129 0000928464-12-000306.hdr.sgml : 20121129 20121129121831 ACCESSION NUMBER: 0000928464-12-000306 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20121129 DATE AS OF CHANGE: 20121129 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OSHKOSH CORP CENTRAL INDEX KEY: 0000775158 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 390520270 STATE OF INCORPORATION: WI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36854 FILM NUMBER: 121230875 BUSINESS ADDRESS: STREET 1: 2307 OREGON ST STREET 2: P O BOX 2566 CITY: OSHKOSH STATE: WI ZIP: 54903 BUSINESS PHONE: 920 235 9151 MAIL ADDRESS: STREET 1: 2307 OREGON ST P O BOX 2566 STREET 2: 2307 OREGON ST P O BOX 2566 CITY: OSHKOSH STATE: WI ZIP: 54903 FORMER COMPANY: FORMER CONFORMED NAME: OSHKOSH TRUCK CORP DATE OF NAME CHANGE: 19920703 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OSHKOSH CORP CENTRAL INDEX KEY: 0000775158 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 390520270 STATE OF INCORPORATION: WI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36854 FILM NUMBER: 121230876 BUSINESS ADDRESS: STREET 1: 2307 OREGON ST STREET 2: P O BOX 2566 CITY: OSHKOSH STATE: WI ZIP: 54903 BUSINESS PHONE: 920 235 9151 MAIL ADDRESS: STREET 1: 2307 OREGON ST P O BOX 2566 STREET 2: 2307 OREGON ST P O BOX 2566 CITY: OSHKOSH STATE: WI ZIP: 54903 FORMER COMPANY: FORMER CONFORMED NAME: OSHKOSH TRUCK CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-702-4300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER COMPANY: FORMER CONFORMED NAME: ICAHN CARL C ET AL DATE OF NAME CHANGE: 19950612 SC TO-T/A 1 oskschtota112912.htm oskschtota112912.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE TO/A
(Rule 14D-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 5)
 
OSHKOSH CORPORATION
(Name of Subject Company (Issuer))

IEP Vehicles Sub LLC
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
(Names of Filing Persons)*
 
Common Stock, Par Value $0.01
(Title of Class of Securities)

688239201
(CUSIP Number of Class of Securities)
 
 
Keith L. Schaitkin, Esq.
General Counsel
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4380

(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on behalf of Filing Persons)
 
CALCULATION OF FILING FEE
   
Transaction Valuation:
Amount of Filing Fee:
$2,876,302,585**
$392,327.68***
 
**
Calculated solely for purposes of determining the filing fee. The transaction value was calculated as follows: 88,501,618 shares of common stock of the Issuer multiplied by $32.50 per share.  The number of shares used in the transaction value calculation is based on (i) the 91,648,564 shares stated to be issued and outstanding according to the Issuer in its form 10-Q filed with the Securities and Exchange Commission on July 26, 2012, plus (ii) the 5,518,314 shares issuable upon the exercise of outstanding options and/or vesting of outstanding performance share awards, according to the Issuer in its form 10-K filed with the Securities and Exchange Commission on November 16, 2011 minus (iii) the 8,665,260 shares beneficially owned, as of October 17, 2012, by the Offeror and its affiliates.
 
***
The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #7 for fiscal year 2013, issued August 31, 2012, by multiplying the transaction value by 0.0001364.
 
x
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount previously paid: $392,327.68
Filing Party: Icahn Enterprises Holdings L.P.
Form or registration no.: Schedule TO-T
Date Filed: October 17, 2012
 
¨
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
 
 
Check the appropriate boxes below to designate any transactions to which the statement relates:
 
x third party tender offer subject to Rule 14d-1
¨ going-private transaction subject to Rule 13e-3
¨ issuer tender offer subject to Rule 13e-4
x amendment to Schedule 13D under Rule 13d-2
 
       Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
 
 
COMBINED SCHEDULE TO AND SCHEDULE 13D
 
*           Introductory Note:  IEP Vehicles Sub LLC and Icahn Enterprises Holdings L.P. are co-bidders for all purposes in the Offer.  IEP Vehicles Sub LLC is a wholly-owned subsidiary of Icahn Enterprises Holdings L.P.
 
This Amendment No. 5 amends and supplements the Tender Offer Statement on Schedule TO filed on October 17, 2012, as amended (the “Schedule TO”) relating to the offer by IEP Vehicles Sub LLC, a Delaware limited liability company (“IEP Vehicles Sub”) and Icahn Enterprises Holdings L.P., a Delaware limited partnership (“Icahn Enterprises Holdings”, and together with IEP Vehicles Sub, the “Offeror”), to purchase for cash any and all of the issued and outstanding shares, together with the associated rights (the “Shares”), of common stock, par value $0.01 per share (the “Common Stock”), of Oshkosh Corporation, a Wisconsin corporation (“Oshkosh”), at a price of $32.50 per Share, without interest and less any required withholding taxes, if any.  Both IEP Vehicles Sub and Icahn Enterprises Holdings are co-bidders for all purposes in the Offer.  Capitalized terms used herein and not otherwise defined have the respective meanings ascribed in the Schedule TO.
 
The Offer is subject to the terms and conditions set forth in the Offer to Purchase, dated October 17, 2012 (the “Offer to Purchase”). The Offer to Purchase, the related Letter of Transmittal (the “Letter of Transmittal”) and Notice of Guaranteed Delivery, copies of which are attached hereto as Exhibits (a)(1)(i), (a)(1)(ii) and (a)(1)(iii), respectively, constitute the “Offer”.
 
As permitted by General Instruction F to Schedule TO, the information set forth in the entire Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery, including all appendices, schedules, exhibits and annexes thereto, is hereby expressly incorporated by reference in response to Items 1 through 11 of this Schedule TO and is supplemented by the information specifically provided herein.
 
As permitted by General Instruction G to Schedule TO, this Schedule TO is also an amendment to the joint statement on Schedule 13D filed on June 30, 2011, as amended, by Icahn Partners LP, a limited partnership governed by the laws of Delaware, Icahn Partners Master Fund LP, a limited partnership governed by the laws of Delaware, Icahn Partners Master Fund II LP, a limited partnership governed by the laws of Delaware, Icahn Partners Master Fund III LP, a limited partnership governed by the laws of Delaware, High River Limited Partnership, a limited partnership governed by the laws of Delaware, Hopper Investments LLC, a limited liability company governed by the laws of Delaware, Barberry Corp., a corporation governed by the laws of Delaware, Icahn Onshore LP, a limited partnership governed by the laws of Delaware, Icahn Offshore LP, a limited partnership governed by the laws of Delaware, Icahn Capital LP, a limited partnership governed by the laws of Delaware, IPH GP LLC, a limited liability company governed by the laws of Delaware, Icahn Enterprises Holdings L.P., a limited partnership governed by the laws of Delaware, Icahn Enterprises G.P. Inc., a corporation governed by the laws of Delaware, Beckton Corp., a corporation governed by the laws of Delaware, and Carl C. Icahn (collectively, the “Icahn Entities”).

Items 1-11.

Items 1 through 11 of the Schedule TO are hereby amended and supplemented by the addition of the following:

On November 29, 2012, Carl Icahn issued a press release regarding the Offer (the “November 29 Press Release”).  A copy of the November 29 Press Release is filed herewith as Exhibit (a)(5)(v) and incorporated herein by reference.


SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN, WILLIAM M. LASKY, JOSÉ MARIA ALAPONT, WILLIAM A. LEIDESDORF, DANIEL A. NINIVAGGI, MARC F. GUSTAFSON, JAMES COWAN, JAMES L. NELSON, JACK G. WASSERMAN, A.B. KRONGARD, KEITH COZZA, SUNGHWAN CHO, HUNTER GARY, ICAHN VEHICLES SUB LLC, HIGH RIVER LIMITED PARTNERSHIP, HOPPER INVESTMENTS LLC, BARBERRY CORP., ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN PARTNERS MASTER FUND II L.P., ICAHN PARTNERS MASTER FUND III L.P., ICAHN ENTERPRISES G.P. INC., ICAHN ENTERPRISES HOLDINGS L.P., IPH GP LLC, ICAHN CAPITAL L.P., ICAHN ONSHORE LP, ICAHN OFFSHORE LP, BECKTON CORP. AND CERTAIN OF THEIR RESPECTIVE AFFILIATES FROM THE STOCKHOLDERS OF OSHKOSH CORPORATION FOR USE AT ITS 2013 ANNUAL MEETING WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION.  WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS OF OSHKOSH CORPORATION AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT HTTP://WWW.SEC.GOV.  INFORMATION RELATING TO THE PARTICIPANTS IN A POTENTIAL PROXY SOLICITATION IS CONTAINED IN THE PRELIMINARY PROXY STATEMENT FILED BY MR. ICAHN AND CERTAIN OF HIS AFFILIATES WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 28, 2012.

THIS FILING IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SECURITIES.  THE OFFER TO BUY SHARES OF OSHKOSH CORPORATION (THE "COMPANY") COMMON STOCK WAS MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS THAT IEP VEHICLES SUB LLC, ("OFFEROR"), AN INDIRECTLY WHOLLY OWNED SUBSIDIARY OF ICAHN ENTERPRISES HOLDINGS LP, AS CO-BIDDER, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") ON OCTOBER 17, 2012.  ON OCTOBER 17, 2012, THE OFFEROR AND CO-BIDDER ALSO FILED A TENDER OFFER STATEMENT ON SCHEDULE TO WITH THE SEC RELATING TO THE OFFER. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) CONTAIN, AND THE SOLICITATION/RECOMMENDATION STATEMENT FILED BY THE COMPANY WITH THE SEC ON OCTOBER 26, 2012, CONTAINS, IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. THE TENDER OFFER MATERIALS WERE SENT FREE OF CHARGE TO ALL STOCKHOLDERS OF THE COMPANY ON OR ABOUT OCTOBER 17, 2012. ALL OF THESE MATERIALS (AND ALL OTHER MATERIALS FILED BY THE OFFEROR OR THE COMPANY WITH THE SEC) ARE AVAILABLE AT NO CHARGE FROM THE SEC THROUGH ITS WEBSITE AT WWW.SEC.GOV.  INVESTORS AND SECURITY HOLDERS MAY ALSO OBTAIN FREE COPIES OF THE DOCUMENTS FILED WITH THE SEC BY DIRECTING A REQUEST TO D.F. KING & CO., INC. BY MAIL TO 48 WALL STREET, 22ND FLOOR, NEW YORK, NEW YORK 10005, OR BY CALLING TOLL-FREE (800) 347-4750 OR (212) 269-5550.


 
 
 

SIGNATURES
 
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
     
 
ICAHN PARTNERS LP
     
 
By:
/S/ EDWARD MATTNER
 
Name:
Edward Mattner
 
Title:
Authorized Signatory
 

 
     
 
ICAHN PARTNERS MASTER FUND LP
     
 
By:
/S/ EDWARD MATTNER
 
Name:
Edward Mattner
 
Title:
Authorized Signatory
 

 
     
 
ICAHN PARTNERS MASTER FUND II LP
     
 
By:
/S/ EDWARD MATTNER
 
Name:
Edward Mattner
 
Title:
Authorized Signatory
 

 
     
 
ICAHN PARTNERS MASTER FUND III LP
     
 
By:
/S/ EDWARD MATTNER
 
Name:
Edward Mattner
 
Title:
Authorized Signatory
 

 
     
 
HIGH RIVER LIMITED PARTNERSHIP
     
 
BY:
Hopper Investments LLC, its general partner
     
 
By:
/S/ EDWARD MATTNER
 
Name:
Edward Mattner
 
Title:
Authorized Signatory
     
 
HOPPER INVESTMENTS LLC
     
     
 
By:
/S/ EDWARD MATTNER
 
Name:
Edward Mattner
 
Title:
Authorized Signatory
 

 
     
 
BARBERRY CORP.
     
 
By:
/S/ EDWARD MATTNER
 
Name:
Edward Mattner
 
Title:
Authorized Signatory
 

 
     
 
ICAHN ONSHORE LP
     
 
By:
/S/ EDWARD MATTNER
 
Name:
Edward Mattner
 
Title:
Authorized Signatory
 

 
     
 
ICAHN OFFSHORE LP
     
 
By:
/S/ EDWARD MATTNER
 
Name:
Edward Mattner
 
Title:
Authorized Signatory
 

 
     
 
ICAHN CAPITAL LP
     
 
By:
/S/ EDWARD MATTNER
 
Name:
Edward Mattner
 
Title:
Authorized Signatory
 

 
     
 
IPH GP LLC
     
 
By:
/S/ EDWARD MATTNER
 
Name:
Edward Mattner
 
Title:
Authorized Signatory
 

 
     
 
ICAHN ENTERPRISES HOLDINGS L.P.
 
BY:
Icahn Enterprises G.P. Inc., its general partner
     
 
By:
/S/ SUNGHWAN CHO
 
Name:
SungHwan Cho
 
Title:
Chief Financial Officer
 

 
     
 
IEP VEHICLES SUB LLC
     
 
By:
/S/ SUNGHWAN CHO
 
Name:
SungHwan Cho
 
Title:
Chief Financial Officer
 

 
 
ICAHN ENTERPRISES G.P. INC.
   
   
 
By:                                         /S/ SUNGHWAN CHO
 
Name:                                       SungHwan Cho
 
Title:                                     Chief Financial Officer
 

 
     
 
BECKTON CORP.
   
   
 
By:                                  /S/ EDWARD MATTNER
 
Name:                                  Edward Mattner
 
Title:                                   Authorized Signatory
     
 

 
   
/S/ CARL C. ICAHN
  
     
Carl C. Icahn
 
 
November 29, 2012
 
 
 


 
EXHIBIT INDEX
 
   
Exhibit No.
 
 
Description
 
 
   
(a)(1)(i)
Offer to Purchase, dated October 17, 2012*
 
(a)(1)(ii)
Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number) *
   
(a)(1)(iii)
Notice of Guaranteed Delivery*
   
(a)(1)(iv)
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
   
(a)(1)(v)
Letter to Clients*
   
(a)(5)(i)
Summary Advertisement as published in the New York Times, by the Offeror, on October 17, 2012*
   
(a)(5)(ii)
Press Release of Carl Icahn, dated October 11, 2012 (incorporated by reference to Exhibit 1 to the Schedule TO-C filed by Carl Icahn with the Securities and Exchange Commission on October 11, 2012)*
 
(a)(5)(iii)
Open Letter to the Shareholders of Oshkosh Corporation by Carl Icahn, dated October 22, 2012*
 
(a)(5)(iv)
Open Letter to the Shareholders of Oshkosh Corporation by Carl Icahn, dated November 8, 2012*
 
(a)(5)(v)
Press Release by Carl Icahn dated November 29, 2012 (filed herewith)
 
(b)
None.
   
(d)
None.
   
(g)
None.
   
(h)
None.
__________________
*  Previously Filed
 EX-1 2 oskschtota112912ex1.htm oskschtota112912ex1.htm
FOR IMMEDIATE RELEASE
 
CARL ICAHN ISSUES STATEMENT REGARDING TENDER OFFER FOR
OSHKOSH CORPORATION


New York, New York, November 29, 2012, Carl Icahn today issued the following statement regarding the tender offer by his affiliates for any and all outstanding shares of Oshkosh Corporation (NYSE: OSK) for $32.50 per share, which expires at 12:00 midnight, New York City time, on December 3, 2012:

As you know, our any and all tender offer is set to expire this Monday, December 3, 2012.  However, as we previously indicated, if as of that date, at least 25% of the outstanding OSK shares are validly tendered in our tender offer, we believe this would indicate that we would have an excellent chance of prevailing in our proxy contest.  Therefore, so long as we receive that level of support, we intend to continue our proxy fight and extend the expiration date of the offer until Oshkosh holds its upcoming annual shareholder meeting, at which time the results of our proxy contest will be obtained.

If we prevail in our proxy fight, our nominees will replace the current Oshkosh board, and we expect the new board to immediately lift the poison pill and remove the other obstacles to our offer under Wisconsin law which will allow us to close on our tender.1  There is no minimum condition for the tender.  Therefore, if we prevail in our proxy fight and the offer conditions are satisfied, then we will accept ANY AND ALL tendered shares for payment and we will be irrevocably obligated to pay you $32.50 per share in cash.  However, from the time you tender your shares up until the time we become irrevocably obligated to pay you the offer consideration, you may withdraw any and all tendered shares at any time.   Said another way, if you wish to “ride along with us” then even if you tender now, which will show your support for our campaign, you can withdraw your shares up to the last day of our tender offer.

However, if we do not receive tenders of at least 25% of the outstanding shares by the expiration of the offer on December 3rd, we will respect the shareholders’ wishes, drop our tender offer and proxy fight and move on to other endeavors.

This board has made some modest concessions which we believe are a response to our tender offer, such as finally putting some concrete parameters around a stock buyback program, in an effort to address a very weak capital allocation track record. However, we believe this represents too little, too late. This company has substantial capacity to repurchase stock and the company has committed to only go forward with a very small program. Additionally, this does not address the structural and valuation challenges that this company faces.  Further, we believe that it is mandatory that JLG be separated from the remainder of the Oshkosh assets, something that the company apparently is not willing to do.

We urge all shareholders to tender before the December 3rd deadline to send a strong message to management that their current efforts to increase the value of the company are insufficient. At this point, we are not asking shareholders to make a decision to sell their stock, since they will be able to withdraw their stock from the tender before we become obligated to purchase those shares.  We are only asking them to support an extension of the offer and to send a strong signal to the Board and management team at Oshkosh.
 
 
 
 

NOTICE TO INVESTORS
-------------------

SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN, WILLIAM M. LASKY, JOSÉ MARIA ALAPONT, WILLIAM A. LEIDESDORF, DANIEL A. NINIVAGGI, MARC F. GUSTAFSON, JAMES COWAN, JAMES L. NELSON, JACK G. WASSERMAN, A.B. KRONGARD, KEITH COZZA, SUNGHWAN CHO, HUNTER GARY, ICAHN VEHICLES SUB LLC, HIGH RIVER LIMITED PARTNERSHIP, HOPPER INVESTMENTS LLC, BARBERRY CORP., ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN PARTNERS MASTER FUND II L.P., ICAHN PARTNERS MASTER FUND III L.P., ICAHN ENTERPRISES G.P. INC., ICAHN ENTERPRISES HOLDINGS L.P., IPH GP LLC, ICAHN CAPITAL L.P., ICAHN ONSHORE LP, ICAHN OFFSHORE LP, BECKTON CORP. AND CERTAIN OF THEIR RESPECTIVE AFFILIATES FROM THE STOCKHOLDERS OF OSHKOSH CORPORATION FOR USE AT ITS 2013 ANNUAL MEETING WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION.  WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS OF OSHKOSH CORPORATION AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT HTTP://WWW.SEC.GOV.  INFORMATION RELATING TO THE PARTICIPANTS IN A POTENTIAL PROXY SOLICITATION IS CONTAINED IN THE PRELIMINARY PROXY STATEMENT FILED BY MR. ICAHN AND CERTAIN OF HIS AFFILIATES WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 28, 2012.

THIS FILING IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SECURITIES.  THE OFFER TO BUY SHARES OF OSHKOSH CORPORATION (THE "COMPANY") COMMON STOCK WAS MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS THAT IEP VEHICLES SUB LLC, ("OFFEROR"), AN INDIRECTLY WHOLLY OWNED SUBSIDIARY OF ICAHN ENTERPRISES HOLDINGS LP, AS CO-BIDDER, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") ON OCTOBER 17, 2012.  ON OCTOBER 17, 2012, THE OFFEROR AND CO-BIDDER ALSO FILED A TENDER OFFER STATEMENT ON SCHEDULE TO WITH THE SEC RELATING TO THE OFFER. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) CONTAIN, AND THE SOLICITATION/RECOMMENDATION STATEMENT FILED BY THE COMPANY WITH THE SEC ON OCTOBER 26, 2012, CONTAINS, IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. THE TENDER OFFER MATERIALS WERE SENT FREE OF CHARGE TO ALL STOCKHOLDERS OF THE COMPANY ON OR ABOUT OCTOBER 17, 2012. ALL OF THESE MATERIALS (AND ALL OTHER MATERIALS FILED BY THE OFFEROR OR THE COMPANY WITH THE SEC) ARE AVAILABLE AT NO CHARGE FROM THE SEC THROUGH ITS WEBSITE AT WWW.SEC.GOV.  INVESTORS AND SECURITY HOLDERS MAY ALSO OBTAIN FREE COPIES OF THE DOCUMENTS FILED WITH THE SEC BY DIRECTING A REQUEST TO D.F. KING & CO., INC. BY MAIL TO 48 WALL STREET, 22ND FLOOR, NEW YORK, NEW YORK 10005, OR BY CALLING TOLL-FREE (800) 347-4750 OR (212) 269-5550.

Contact: Susan Gordon (212) 702-4309

 
1 If elected, our nominees will be subject to fiduciary duties as directors of Oshkosh and will comply with those duties in determining whether to remove the poison pill and/or cause the Wisconsin law conditions to be satisfied.