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UPDATE 2-Icahn offers to buy Oshkosh Corp for $32.50 a share

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* To nominate new slate of directors

* Charges "lost decade of shareholder value"

* Shares up 13 percent on news

(Adds Icahn quote, background)

By Scott Malone

Oct 11 (Reuters) - Activist investor Carl Icahn on Thursdayoffered to buy all outstanding shares of U.S. truckmaker OshkoshCorp for $32.50, a 21 percent premium to their Wednesdayclosing price.

Icahn, who is already Oshkosh's largest shareholder with a9.45 percent stake, said that he plans to nominate a slate ofdirectors for election at the company's next annual meeting andthat his offer would be subject to the election of thosedirectors.

"Mismanagement of this company has resulted in a lost decadeof shareholder value," Icahn said in a statement. "Oshkosh needsproactive shareholders to bring a proactive management teamtogether to weather a volatile economy."

Oshkosh did not immediately respond to a call seekingcomment. Shares of the company surged 13 percent to $30.27 onthe news.

Icahn said in a statement that a tender offer would expirein 45 days, but that if at least 25 percent of the company'soutstanding shares were sold to him he would extend it.

Should he be able to boost his stake to 50.1 percent, headded, "we will demand that the current board ... accelerate theupcoming annual meeting to allow the prompt election of ourslate of directors so that the tender offer can close quickly."

Icahn in January conducted an unsuccessful campaign to havesix directors nominated to the Oshkosh, Wisconsin-basedcompany's board, with his slate ultimately voted down by Oshkoshshareholders.

That did not deter the billionaire, known for taking largestakes in companies and pushing for management shake-ups orsales. Icahn in August called on Oshkosh to spin off its JLGaerial-lift unit to shareholders, saying that business, whichOshkosh bought in 2006 for $3 billion, would do better on itsown.

Icahn last week won a victory in a campaign at anothertruckmaker, when Navistar International Corp agreed toaccept Icahn associate Vincent Intrieri to its board. Thecompany also agreed to accept another shareholder, MarkRachesky, as a director and to take on one other directornominated by the two investors.

(Reporting By Scott Malone; Editing by Gerald E. McCormick)

((scott.malone@thomsonreuters.com)(+1 617 856 4342)(ReutersMessaging: scott.malone.thomsonreuters.com@reuters.net))

Keywords: OSHKOSH ICAHN/