As filed with the Securities and Exchange Commission on March 6, 1998
REGISTRATION NO.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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JLG INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
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Pennsylvania
25-1199382
(State or other jurisdiction of
incorporation or organization)
(I.R.S Employer
Identification Number)
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1 JLG Drive
McConnellsburg, Pennsylvania 17233
(717) 485-5161
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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Charles H. Diller, Jr., Executive Vice President and Chief Financial Officer
JLG Industries, Inc.
1 JLG Drive
McConnellsburg, PA 17233
(717) 485-5161
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
D. Michael Lefever, Esq.
Covington & Burling
1201 Pennsylvania Avenue, N.W.
Washington, D.C. 20044-7566
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Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. ( )
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. ( X )
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ( )
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. ( )
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. ( )
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CALCULATION OF REGISTRATION FEE
Title of each class
of securities
to be registered
Amount to be registered
Proposed maximum offering price per share (1)
Proposed maximum aggregate offering price
Amount of registration fee
Common Stock
($.20 par value)
750,000 shares
$15.84
$11,882,813
$3,505.43
(1) Estimated solely for the purpose of calculating the registration fee,
based, in accordance with Rule 457(c) under the Securities Act of 1933, on the
average of the high and low sales prices per share of Common Stock of the
Registrant as reported on the New York Stock Exchange, Inc. on March 4, 1998.
The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
will thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED MARCH 6, 1998
PROSPECTUS
JLG INDUSTRIES, INC.
JLG INDUSTRIES, INC. STOCK INCENTIVE PLAN
JLG INDUSTRIES, INC. DIRECTORS STOCK OPTION PLAN
This Prospectus relates to up to 750,000 shares of common stock, $.20 par
value per share (the "Common Stock"), of JLG Industries, Inc. (the "Company"),
issuable (i) upon the exercise of non-qualified stock options granted under the
JLG Industries, Inc. Stock Incentive Plan (the "Stock Incentive Plan") or (ii)
upon the exercise of stock options granted under the JLG Industries, Inc.
Directors Stock Option Plan (the "Directors Stock Option Plan") that, in either
case, are transferred by the recipient of the option (the "Grantee") to certain
"Permitted Transferees." (The Stock Incentive Plan and the Directors Stock
Option Plan are collectively referred to herein as the "Plans.") Under the
Plans, "Permitted Transferees" are (i) a Grantee's spouse, children,
stepchildren, grandchildren, parents, grandparents, siblings (including half
brothers and half sisters), and individuals who are family members by adoption
("Immediate Family Members"); (ii) trusts established exclusively for the
benefit of one or more Immediate Family Members; (iii) partnerships in which
Immediate Family Members are the only partners; and (iv) corporations in which
Immediate Family Members are the only stockholders. The Grantee may not be a
partner, beneficiary, or shareholder of the entities described in (ii), (iii),
or (iv).
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THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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No person has been authorized to give any information or to make any
representations, other than what is contained herein, in connection with the
offer contained in this Prospectus, and, if given or made, such information or
representation must not be relied upon.
The date of this Prospectus is March ___, 1998.
GENERAL INFORMATION
The Stock Incentive Plan was adopted by the Company's Board of Directors (the
"Board") and approved by the shareholders of the Company effective May 23,
1991. The Stock Incentive Plan was amended and restated by the Board as of
August 1, 1997. The Stock Incentive Plan authorizes the grant of various types
of stock-based and performance-based awards to key employees of the Company
and its subsidiaries, including awards of non-qualified stock options ("Non-
qualified Stock Options"). Under Section 13(f) of the Stock Incentive Plan,
Grantees of Non-qualified Stock Options are permitted, subject to the approval
of the Compensation Committee of the Board (the "Committee"), to transfer
such Non-qualified Stock Options to Permitted Transferees.
The Directors Stock Option Plan was adopted by the Board and approved by the
shareholders of the Company effective September 27, 1993. The Directors
Stock Option Plan was amended and restated by the Board as of August 1, 1997.
The Directors Stock Option Plan authorizes the grant of non-qualified stock
options ("Director Stock Options") to members of the Board who are not also
employees of the Company, one of its subsidiaries or its parent ("Outside
Directors"). Under Section 7(e) of the Directors Stock Option Plan, Grantees
of Director Stock Options are permitted, subject to the approval of the
Committee, to transfer such Director Stock Options to Permitted Transferees.
Non-qualified Stock Options and Director Stock Options are referred to herein
collectively as "Options." Upon transfer to a Permitted Transferee, the
Options are referred to herein collectively as "Transferred Options." The
Option Agreement, reflecting certain terms of the Option, entered into by the
Company and the Grantee, whether under the Stock Incentive Plan or the
Directors Stock Option Plan, is referred to herein as an "Option Agreement."
THE STOCK INCENTIVE PLAN
The following is a summary of material provisions of the Stock Incentive Plan
that relate to the Non-qualified Stock Options. This summary does not purport
to be complete and is qualified in its entirety by reference to (i) the text of
the Stock Incentive Plan and (ii) the terms of the Option Agreement between the
Grantee and the Company.
Purpose
The Stock Incentive Plan is designed to enable the key personnel of the
Company and its subsidiaries to acquire or increase a proprietary interest in
the Company, and thus to share in the future success of the Company.
Accordingly, the Stock Incentive Plan is intended to enable the Company to
attract and retain outstanding personnel and to promote a closer identity of
interest between such personnel and the stockholders.
Administration
The Stock Incentive Plan is administered by the Committee. The Committee
determines which key employees of the Company and its subsidiaries are eligible
to participate in the Stock Incentive Plan. The Committee also determines the
number and types of awards to be granted to key employees under the Stock
Incentive Plan and the terms and conditions of such awards. All questions of
interpretation and administration of the Stock Incentive Plan are determined by
the Committee, which determinations, as well as all other actions made or taken
by the Committee, are final, binding and conclusive for all purposes and upon
all persons.
Terms of Non-qualified Stock Options
Non-qualified Stock Options granted under the Stock Incentive Plan entitle the
holder to purchase shares of Common Stock from the Company on the following
terms and conditions, which are set forth in the Stock Incentive Plan or the
applicable Option Agreement:
Exercise Price. The exercise price of a Non-qualified Stock Option is
determined by the Committee at the time of the grant. In no event may the
exercise price per share be less than the par value per share of the Common
Stock.
Option Term. The term of a Non-qualified Stock Option is determined by the
Committee and is subject to earlier expiration in the event of the termination
of the Grantee's employment. In no event may the term extend beyond ten years
from the date of grant.
Exercise of Options in Full or in Quotas. The Committee may provide that Non-
qualified Stock Options are exercisable in full at any time during their term
or are subject to exercise in quotas, except that no Non-qualified Stock Option
may be exercised during the six-month period following the grant. If a
Non-qualified Stock Option is subject to exercise in quotas, the Grantee may
purchase less than the full quota available under the Option during any period.
Quotas or portions thereof not purchased in earlier periods accumulate and are
available for purchase in later periods.
Exercise of Options Following Disability, Retirement, Death, Change in Control
or Other Termination of Employment. A Non-qualified Stock Option is
exercisable following the termination of the employment of the Grantee only
under the following circumstances:
(i) Disability. If the Grantee's employment by the Company and its
subsidiaries ceases due to the Grantee's disability (as defined by the
Stock Incentive Plan), after six months of continuous employment since
the date of the grant, the Grantee may exercise the Non-qualified Stock
Option (to the extend that it is exercisable on the date of cessation of
employment) for a period of two years after the Grantee's employment
terminates.
(ii) Retirement. If the Grantee's employment by the Company and its
subsidiaries ceases due to the Grantee's retirement, after six months of
continuous employment since the date of the grant, the Grantee may
exercise the Non-qualified Stock Option (to the extent that it is
exercisable on the date of cessation of employment) for a period of two
years after the Grantee's employment terminates.
(iii) Death. If the Grantee dies while an employee of the Company or
any of its subsidiaries, the Non-qualified Stock Option may be
exercised by the beneficiary of the Grantee (to the extent that it is
exercisable on the date of the Grantee's death) for a period of twelve
months following the death of the Grantee.
(iv) Change in Control. If the Grantee's employment by the Company
and its subsidiaries ceases within three months after the date that the
Company obtains actual knowledge that a "change in control" (as
defined by the Stock Incentive Plan) has occurred (other than due to
disability, retirement or death), the Non-qualified Stock Option may be
exercised for a period of three months after the Grantee's employment
terminates.
(v) Other Terminations. If the employment of a Grantee by the
Company and its subsidiaries terminates for any reason other than
disability, retirement or death, or following a change in control, a Non-
qualified Stock Option may be exercised (to the extent that it is
exercisable on the date of termination of employment) for a period, if
any, determined by the Committee and specified in the Option
Agreement, provided that such period may not be longer than three
months.
Options Exercisable for Restricted Shares. At the time of the grant of a Non-
qualified Stock Option, the Committee may specify that all or a portion of the
shares of Common Stock purchased upon the exercise of the Option shall consist
of restricted shares ("Restricted Shares"). Restricted Shares are subject to
such terms, conditions and restrictions as may be established by the Committee
and set forth in the applicable Option Agreement, including vesting and
forfeiture provisions.
Procedures for Exercising options. Non-qualified Stock Options are
exercisable by delivering or mailing to the Committee a notice, in the form and
manner prescribed by the Committee, specifying the number of shares with
respect to which the Option is being exercised and payment in full of the
exercise price. The exercise price is payable (i) by money order, cashier's
check or certified check; (ii) unless limited or prohibited by the Committee,
by the tender of, or attestation to the ownership of, shares of Common Stock
held for at least six months having a fair market value equal to the exercise
price; (iii) by a combination of (i) and (ii); or (iv) unless expressly
prohibited by the Committee and except to the extent that the Option is an
Option to purchase Restricted Shares, by irrevocable instructions to the
Company to deliver the shares issuable upon exercise of the Option promptly to
a broker and delivery of an irrevocable instruction letter to the broker to
sell a sufficient number of the shares of Common Stock issuable upon exercise
to pay the exercise price to the Company.
Withholding Taxes. The Company has the right, upon the exercise of a Non-
qualified Stock Option, to collect any amount sufficient to satisfy any
Federal, State or local withholding tax requirements that might apply. To
collect such amounts, the Company may require the Grantee to remit to the
Company an amount sufficient to satisfy such withholding requirements or, to
the extent permitted by law, the Company may deduct such amount from any
payment of any kind, whether or not related to the Stock Incentive Plan,
otherwise due the Grantee. If expressly approved by the Committee, a Grantee
may also satisfy a withholding tax obligation by delivering shares of Common
Stock that have a fair market value equal to the amount required to be withheld
or by having the Company withhold shares of Common Stock otherwise deliverable
to the Grantee upon the exercise of the Option.
Rights of Stockholder. A Non-Qualified Stock option does not confer upon the
holder any rights of a stockholder with respect to the shares of Common Stock
issuable upon the exercise of the Option until the Option has been duly
exercised and the shares of Common Stock are issued.
Adjustments for Changes in Capitalization. If there is any change in the
shares of the Common Stock, whether through merger, consolidation,
reorganization, recapitalization or otherwise, or if there is any dividend on
the shares of Common Stock that is payable in Common Stock, or if there is a
stock split or a combination of shares of Common Stock, the exercise price and
the number of shares of Common Stock issuable upon the exercise of outstanding
Non-qualified Stock Options may be proportionately adjusted by the Board as it
deems equitable in its absolute discretion to prevent the dilution or
enlargement of the rights of the holders.
Change in Control. Immediately following the date that the Company obtains
actual knowledge that a "change in control" has occurred, (i) all outstanding
Non-qualified Stock Options will be exercisable in full, after the mandatory
six-month holding period has expired, notwithstanding any quota or other
limitation on their exercise; and (ii) the restrictions imposed on Restricted
Shares that have been issued upon the exercise of a Non-qualified Stock Option
will lapse.
Effect of Merger or Other Reorganization. If the Company is the surviving
corporation in a merger or other reorganization, any Non-qualified Stock Option
shall extend to stock and securities of the Company after the merger or other
reorganization to the same extent that a person who held, immediately before
the merger or reorganization, the number of shares of Common Stock issuable
upon exercise of the Non-qualified Stock Option would be entitled to have or
obtain stock or securities of the Company under the terms of the merger or
reorganization.
Termination, Suspension or Modification of the Stock Incentive Plan
The Board may at any time terminate, suspend or modify the Stock Incentive
Plan, except that the Board shall not, without approval by the affirmative
votes of the holders of a majority of the securities of the Company present or
represented and entitled to vote at a meeting duly held in accordance with
applicable law, change (other than through adjustment for changes in
capitalization as described above) (i) the aggregate number of shares of Common
Stock for which awards may be granted under the Stock Incentive Plan; (ii) the
class of persons eligible for awards under the Stock Incentive Plan; (iii) the
minimum exercise price; or (iv) the maximum duration of the Stock Incentive
Plan.
Rights Not Conferred by Plan
Nothing in the Stock Incentive Plan or in any Non-qualified Stock Option
granted under the Stock Incentive Plan in any year gives the Grantee any right
to similar grants in future years or any right to be retained in the employ of
the Company or its subsidiaries.
Governing Law
The Stock Incentive Plan is construed, and its provisions are enforced and
administered in accordance with, the laws of the Commonwealth of
Pennsylvania, except to the extent such laws may be superseded by any Federal
law.
THE DIRECTORS STOCK OPTION PLAN
The following is a summary of material provisions of the Directors Stock
Option Plan. This summary does not purport to be complete and is qualified in
its entirety by reference to (i) the text of the Directors Stock Option Plan
and (ii) the terms of the Option Agreement between the Grantee and the Company.
Purpose
The Directors Stock Option Plan is designed to enable the Outside Directors to
acquire or increase a proprietary interest in the Company, and thus to share in
the future success of the Company. Accordingly, the Directors Stock Option
Plan is intended to enable the Company to attract and retain outstanding
Outside Directors and to promote a closer identity of interest between Outside
Directors and the stockholders.
Administration
The Directors Stock Option Plan is administered by the Committee.
Grant of Director Stock Options
Under the Directors Stock Option Plan, in every year while the Plan is in
effect, a Director Stock Option to purchase 6,000 shares of Common Stock
automatically will be granted to each individual who is an Outside Director on
the date that the results of the election of directors held at the Annual
Meeting are certified by the judge of elections, except that no Options will be
granted unless the Company had a net profit before extraordinary events for the
immediately preceding fiscal year. In addition, a Director Stock Option
automatically will be granted to each individual who is appointed to the Board
for the first time by action of the Board between Annual Meetings. The number
of shares of Common Stock subject to such an Option is 6,000 reduced on a pro
rata basis by the number of days elapsed since the date of the immediately
preceding Annual Meeting.
Terms of Director Stock Options
Director Stock Options granted under the Directors Stock Option Plan entitle
the holder to purchase shares of Common Stock from the Company on the following
terms and conditions, which are set forth in the Directors Stock Option Plan or
the applicable Option Agreement:
Exercise Price. The exercise price per share of a Director Stock Option is
equal to the fair market value of a share of Common Stock on the date of the
grant.
Option Term. The term of a Director Stock Option is ten years and is subject
to earlier expiration in the event of the termination of service of the
Grantee.
Exercise of Options. Each Director Stock Option becomes exercisable on the
first anniversary of the date of the grant of the Option except that, in the
vent of the disability or death of the Grantee, the Option will become
exercisable in full on the later of (i) the date of the Grantee's death or
disability and (ii) six months following the date of the grant.
Exercise of Options Following Disability, Retirement, Death or Other
Termination of Service. A Director Stock Option is exercisable following the
termination of the Grantee's service as a director only under the following
circumstances:
(i) Disability. If the Grantee's service as a member of the Board
terminates due to disability (as defined by the Directors Stock Option
Plan), the Grantee may exercise the Director Stock Option (to the extent
that it is exercisable on the date the Grantee ceases to be a director) for
a period of two years after the date of termination.
(ii) Retirement. If the Grantee's service as a member of the Board
terminates due to his retirement, the Grantee may exercise the Director
Stock Option (to the extent that it is exercisable on the date the Grantee
ceases to be a director) for a period of two years after the date of
termination.
(iii) Death. If the Grantee dies while a member of the Board, the
Director Stock Option may be exercised by the beneficiary of the
Grantee (to the extent that it is exercisable on the date of the Grantee's
death) for a period of twelve months following the death of the Grantee.
(iv) Other Terminations. If a Grantee's service as a member of the
Board terminates for any reason other than disability, retirement or
death, a Director Stock Option may be exercised (to the extent that it is
exercisable on the date the Grantee ceases to be a director) for a period
of six months following the date of termination.
Procedures for Exercising Options. Director Stock Options are exercisable by
delivering or mailing to the Company a notice, in the form and the manner
prescribed by the Company, specifying the number of shares with respect to
which the Option is being exercised and payment in full of the exercise price.
The exercise price is payable (i) by money order, cashier's check or certified
check; (ii) unless limited or prohibited by the Committee, by the tender of, or
attestation to the ownership of, shares of Common Stock held for at least six
months having a fair market value equal to the exercise price; (iii) by a
combination of (i) and (ii); or (iv) unless expressly prohibited by the
Committee, by irrevocable instructions to the Company to deliver the shares
issuable upon exercise of the Option promptly to a broker and delivery of an
irrevocable instruction letter to the broker to sell a sufficient number of the
shares of Common Stock issuable upon exercise to pay the exercise price to the
Company.
Withholding Taxes. The Company has the right, upon the exercise of a Director
Stock Option, to collect any amount sufficient to satisfy any Federal, State or
local withholding tax requirements that might apply.
Rights of Stockholder. A Director Stock Option does not confer upon the
holder any rights of a stockholder with respect to the shares of Common Stock
issuable upon the exercise of the Option until the Option has been duly
exercised and the shares of Common Stock are issued.
Adjustments for Changes in Capitalization. If there is any change in the
shares of the Common Stock, whether through merger, consolidation,
reorganization, recapitalization or otherwise, or if there is any dividend on
the shares of Common Stock that is payable in Common Stock, or if there is a
stock split or a combination of shares of Common Stock, the exercise price and
the number of shares of Common Stock issuable upon the exercise of outstanding
Director Stock Options may be proportionately adjusted by the Board as it deems
equitable in its absolute discretion to prevent the dilution or enlargement of
the rights of the holders.
Change in Control. Immediately following the date that the Company obtains
actual knowledge that a "change in control" (as defined by the Directors Stock
Option Plan) has occurred, all outstanding Director Stock Options will be
exercisable in full once they have been held for six months from the date of
grant.
Effect of Merger or Other Reorganization. If the Company is the surviving
corporation in a merger or other reorganization, any Director Stock Option
shall extend to stock and securities of the Company after the merger or other
reorganization to the same extent that a person who held, immediately before
the merger or reorganization, the number of shares of Common Stock issuable
upon exercise of the Director Stock Option would be entitled to have or obtain
stock or securities of the Company under the terms of the merger or
reorganization.
Termination, Suspension or Modification of the Stock Incentive Plan
The Board may at any time terminate, suspend or modify the Directors Stock
Option Plan, except that the Board shall not, without approval by the
affirmative votes of the holders of a majority of the securities of the Company
present or represented and entitled to vote at a meeting duly held in
accordance with applicable law, (i) change the class of persons eligible to
receive Director Stock Options; (ii) change the exercise price (other than
through adjustment for changes in capitalization as described above); (iii)
change the maximum duration of the Directors Stock Option Plan; (iv) materially
increase the benefit to participants under the Directors Stock Option Plan; or
(v) materially increase the number of securities that may be issued under the
Directors Stock Option Plan.
Rights Not Conferred by Plan
Nothing in the Directors Stock Option Plan or in any Director Stock Option
granted under the Directors Stock Option Plan gives the Grantee any right to
remain a member of the Board.
Governing Law
The Directors Stock Option Plan is construed, and its provisions are enforced
and administered in accordance with, the laws of the Commonwealth of
Pennsylvania, except to the extent such laws may be superseded by any Federal
law.
TRANSFERRED OPTIONS
The following is a summary of the material terms of Transferred Options. This
summary, applicable to Transferred Options under both the Stock Incentive Plan
and the Directors Stock Option Plan, is qualified by reference to (i) the
text of the applicable Plan, (ii) the terms of the Option Agreement between the
Company and the Grantee of the Option, and (iii) the terms of the Stock Option
Transfer Agreement among the Company, the Grantee and the Permitted
Transferee.
Eligible Transferors
Any Grantee of an Option under either Plan, upon the receipt of the approval
of the Committee, is eligible to transfer such Option to a Permitted
Transferee.
Permitted Transferees
Under the terms of each of the Plans, other than transfers by will or in
accordance with the laws of descent and distribution, a Grantee is permitted to
transfer an Option, upon the receipt of the approval of the Committee, only to
(i) the Grantee's Immediate Family Members, which are the Grantee's spouse,
children, stepchildren, grandchildren, parents, grandparents, siblings
(including half brothers and half sisters), and individuals who are family
members by adoption; (ii) trusts established exclusively for the benefit of one
or more Immediate Family Members; (iii) partnerships in which Immediate Family
Members are the only partners; and (iv) corporations in which Immediate Family
Members are the only stockholders. The Grantee may not be a partner,
beneficiary, or shareholder of the entities described in (ii), (iii), or (iv).
Terms of Transferred Options
A transfer by a Grantee of an Option to a Permitted Transferee does not alter
the terms of the Option, except as may be expressly provided for in the Stock
Option Transfer Agreement. Accordingly, the Permitted Transferee of a
Transferred Option is bound by the same terms and conditions with respect to
the Option as are set forth in the applicable Plan and the applicable Option
Agreement, including the following:
Number of Shares and Exercise Price. The number of shares issuable upon
exercise and the exercise price of a Transferred Option are not affected by the
transfer, but are subject to future adjustment as set forth in the applicable
Plan and the Option Agreement.
Termination. A Transferred Option is subject to termination upon the
termination of the Grantee's employment or service as a director, as provided
for in the applicable Plan and the Option Agreement. The Company assumes no
obligation to advise the Permitted Transferee in advance of any termination of
a Transferred Option due to a termination of the Grantee's employment, service
s a director or otherwise.
Restrictions on Exercise. A Transferred Option is subject to any quotas or
other restrictions with respect to exercise as may be set forth in the
applicable Option Agreement.
Withholding Taxes. A condition to the exercise of a Transferred Option is the
payment, if applicable, of all associated withholding taxes by the Grantee.
If, upon the exercise of a Transferred Option, the Grantee fails to pay or to
make arrangements that are satisfactory to the Company for the payment of all
withholding taxes, the Company is entitled to withhold from the shares of
Common Stock otherwise deliverable to the Permitted Transferee shares having
a fair market value sufficient to discharge such obligation.
Prohibitions on Further Transfers
Notwithstanding the terms of the Option that is transferred, a Transferred
Option is not further transferable by the Permitted Transferee, except by will
or by the laws of descent and distribution.
No Right of Permitted Transferee to Receive Reload Stock Options
A Permitted Transferre will not be entitled to receive any reload stock
options that are deliverable in connection with the exercise of the Stock
Options by the Permitted Transferee.
No Tandem Rights Conveyed
Unless otherwise specifically provided in the Stock Option Transfer Agreement,
a Permitted Transferee will not acquire any rights, including any rights to any
other award, issued in tandem with a Transferred Option.
CERTAIN FEDERAL TAX CONSEQUENCES
The following is a discussion of the principal federal income tax, gift tax,
and employment tax consequences associated with the grant, transfer, and
exercise of Transferred Options. This discussion is based on federal tax laws
and regulations as in effect on the date of this Prospectus. This summary is
set forth solely for the general information of Grantees and Permitted
Transferees. Such persons or entities should consult their tax advisers
concerning their specific situations.
This summary is not intended to be comprehensive or to be a legal
interpretation, and it does not address tax consequences other than federal tax
consequences. Both Grantees and Permitted Transferees also may be subject to
state or local tax as a result of their participation in the Plans. Such
persons or entities should consult their tax advisers for information on how
state or local tax laws may apply to them.
Federal Income Tax
Grant and Transfer. In general, the Grantee of an Option will not recognize
income for federal income tax purposes at the time that the Grantee receives
the Option or at the time that the Grantee transfers the Option to a Permitted
Transferee.
Exercise by Permitted Transferee. When a Permitted Transferre exercises a
Transferred Option, the Grantee generally will recognize ordinary income equal
to the amount by which the fair market value (as of the exercise date) of the
shares of Common Stock purchased exceeds the aggregate exercise price.
The Permitted Transferee's basis for federal income tax purposes in the shares
of Common Stock acquired upon the exercise of a Transferred Option generally is
equal to the sum of the amount that the Permitted Transferee pays for the
shares, plus the amount of the ordinary income that the Grantee recognizes as a
result of the exercise of the Transferred Option. Accordingly, the Permitted
Transferee's tax basis for the shares generally will be equal to the fair
market value of the shares on the date that the Permitted Transferee exercises
the Option.
If a Permitted Transferee surrenders shares of Common Stock in payment of the
exercise price of a Transferred Option, the Grantee will recognize ordinary
income, in the year of exercise, equal to the fair market (determined at the
exercise date) of the number of shares received in excess of the number of
shares surrendered, reduced by any cash that the Permitted Transferee pays as
part of the exercise price. The Permitted Transferee's tax basis in the
additional shares will be the sum of the amount that the Grantee recognizes as
ordinary income and any cash that the Permitted Transferee pays as part of the
exercise price. The Permitted Transferee's tax basis in the number of shares
received, to the extent that number is equal to the number of shares
surrendered, will be the tax basis of the shares surrendered.
Disposition of Shares. When a Permitted Transferee sells the shares of Common
Stock acquired as the result of the exercise of a Transferred Option, the
Permitted Transferee will recognize gain (or, under certain conditions, loss)
in the year of the disposition. The gain (or loss) will equal the difference
between any amount that the Permitted Transferee realizes on the disposition
and the Permitted Transferee's tax basis in the shares.
Ordinarily, the Permitted Transferee's gain (or loss) will be capital gain (or
loss). The gain (or loss) will be long-term gain (or loss) if the Permitted
Transferee owned the shares for at least one year before disposing of them.
The one-year holding period generally is measured from the date on which the
Permitted Transferee exercises the Transferred Option and receives the shares.
If the Permitted Transferee surrendered shares of Common Stock in order to pay
the exercise price of the Transferred Option, the holding period for the number
of shares received equal to the number of shares surrendered will include the
holding period for the shares surrendered. For all additional shares received
by the Permitted Transferee, the holding period will begin after the Permitted
Transferee exercised the Transferred Option.
A Permitted Transferee's net capital gain is the excess of the Permitted
Transferee's net long-term gain over the Permitted Transferee's net short-term
loss, if any. Capital gain or loss is "long-term" if the Permitted Transferee
disposed of capital assets held for more than one year, and "short-term" if the
Permitted Transferee disposed of capital assets held for one year or less. The
rate at which the Permitted Transferee's net capital gain will be taxed will
depend on the holding period of the Common Stock and might also depend on
whether the Permitted Transferee makes a special election to be taxed in 2001.
Federal Gift and Estate Tax
Grant. The Grantee of an Option will not incur any federal gift or estate tax
liability at the time the Grantee receives the Option. If the Grantee dies
holding unexercised Options, the "spread" (the difference between the fair
market value of the Common Stock at the time of the Grantee's death over the
exercise price) is included in the Grantee's gross estate for federal estate
tax purposes.
If the executor of the Grantee's estate exercises the Option, the spread is
included in the estate's taxable income for federal income tax purposes. The
estate will be entitled to an income tax deduction for the estate tax
attributable to the inclusion of the spread in the Grantee's gross estate.
Transfers Generally. If the Grantee transfers the Option to a Permitted
Transferee as a completed gift, the transfer may give rise to a liability for
gift tax. Whether any gift tax will be due will depend upon whether the
Grantee has exhausted his unified credit (which currently effectively exempts
from gift tax the first $625,000 of gifts made during the Grantee's lifetime)
or whether the transfer qualifies for the annual $10,000 per-donee gift tax
exclusion. The amount of the gift will be determined by the fair market value
of the Option on the date of the gift, but subject to adjustment to the extent
that the Grantee retains an interest in the Permitted Transferee (as a partner,
stockholder or otherwise). Once the gift is complete, there generally is no
further estate or gift tax liability for the Grantee, either when the Permitted
Transferee exercises the Option or later disposes of Common Stock acquired as
the result of exercising the Transferred Option.
Incomplete Transfers. The Internal Revenue Servcie (the "Service") has not
formally ruled on whether the transfer of an unvested stock option is a
completed gift. Nor has the Service ruled on whether the transfer of an option
is complete for gift tax purposes where the grantee retains the right to
consent to any termination, modification or amendment of the plan under which
the transferred option is granted or whether the transfer of an option
qualifies as a transfer of a present interest where there are restrictions
placed (i) on the further transferability of the option or (ii) on the Common
Stock issued upon the exercise of the option. If the transfer of an option is
incomplete, the option generally will be treated for estate tax purposes as
though it had not been transferred.
Employment Tax and Self-Employment Tax
Upon the exercise of a Transferred Option by a Permitted Transferee under the
Stock Incentive Plan, the amount that a Grantee recognizes as ordinary income
also will be treated as "wages" of the Grantee for purposes of the Federal
Insurance Contributions Act ("FICA"). The Grantee and the Company must pay
equal amounts of federal employment tax under FICA with respect to the
Grantee's wages.
Upon the exercise of a Transferred Option by a Permitted Transferee under the
Directors Stock Option Plan, the amount that a Grantee recognizes as ordinary
income also will be treated as "self-employment income" of the Grantee for
purposes of the Self-Employment Contribution Act ("SECA"). The Grantee
must pay all amounts of federal employment tax under SECA with respect to the
Grantee's self-employment income.
Tax Withholding Upon Exercise of a Transferred Option Issued Under the
Stock Incentive Plan
In the case of Transferred Options issued under the Stock Incentive Plan, the
Company must withhold federal income tax and the Grantee's share of federal
employment tax applicable to the wages that the Grantee recognizes when a
Permitted Transferee exercises a Transferred Option. The Committee may
permit the Grantee to satisfy any tax withholding requirements by delivering
shares or paying cash equal to the amount that the Company is required to
withhold. The Company also has the right to withhold the necessary amounts
from other payments due the Grantee.
Payments Contingent on Change in Control
In certain circumstances, a Grantee may be deemed to have received "parachute
payments" under federal tax laws to the extent that a change in control of the
Company increases the amount of an award or accelerates the Grantee's (or a
Permitted Transferee's) rights under the award (such as the right to exercise,
to retain, or to earn the award). In general, if the present value of all
payments to a Grantee (or a Permitted Transferee) constituting parachute
payments equals or exceeds three times the Grantee's "base amount" (the
Grantee's average annual compensation, determined over a five-year period), the
Grantee will be subject to a 20 percent excise tax (in addition to regular tax)
on the excess of the parachute payments over the Grantee's base amount, and the
Company will be denied any tax deduction for such excess.
Payments to a Grantee under agreements or other arrangements outside of the
Plans might also constitute parachute payments, if they are contingent on a
change in control of the Company . Parachute payments and excess parachute
payments do not include certain payments established by clear and convincing
evidence to be "reasonable compensation" to the Grantee for services.
Tax Effect on the Company
The Company generally will be entitled to a tax deduction in an amount equal
to the ordinary income that a Grantee recognizes upon the exercise of a
Transferred Option by a Permitted Transferee, provided that the amount
qualifies as an ordinary and necessary business expense. The Company generally
will be entitled to claim the deduction in the same taxable year in which the
Grantee recognizes ordinary income.
Other Laws and Regulations
Neither the Stock Incentive Plan nor the Directors Stock Option Plan qualifies
for special tax treatment under Section 401(a) of the Internal Revenue Code of
1986, as amended, and neither is subject to any provisions of the Employee
Retirement Income Security Act of 1974, as amended.
THE COMPANY
The Company is the world's leading manufacturer, distributor and international
marketer of aerial work platforms used primarily in industrial, commercial,
institutional and construction applications. Sales are made principally to
independent equipment rental companies that rent the Company's products and
provide service support to users of the Company's equipment. Equipment
purchases by end-users, either directly from the Company or through
distributors, comprise a significant, but smaller, portion of sales. The
Company also generates revenues from sales of used equipment and from equipment
rentals and services provided by the Company's Equipment Services division.
The Company's aerial work platforms are designed to permit workers to position
themselves and their tools and material efficiently and quickly in elevated
work areas that otherwise might have to be reached by the erection of
scaffolding, by the use of ladders, or through other devices. The Company's
aerial work platforms consist of boom, scissor and vertical mast lifts. These
work platforms are mounted either at the end of telescoping and/or articulating
booms or on top of scissor or other vertical lifting mechanisms, which, in
turn, are mounted on four-wheel chassis. The Company offers aerial work
platforms powered by electric motors or gasoline, diesel, or propane engines.
The Company markets its products internationally, primarily through a network
of independent distributors. The North American distributor network
approximates 100 companies operating through nearly 300 branches. In Europe,
the Company's distribution base includes approximately 80 locations. The
Company also has established distributors in the Asia/Pacific region,
Australia, Japan and Latin America, including a joint-venture arrangement in
Brazil. The Company's distributors rent and sell the Company's products and
provide service support. The Company also sells directly through its own
marketing organizations to certain major and national accounts, as well as to
customers in parts of the world where independent distribution is either not
available or not commercially feasible.
The Company supports the sales, service and rental programs of its
distributors with product advertising, cooperative promotional programs, major
trade show participation, and distributor personnel training in both service
and product attributes. The Company supplements domestic sales and service
support to its international customers through its overseas facilities in the
United Kingdom and Australia.
The Company maintains a national rental fleet of aerial work platforms. The
purpose of this fleet is to assist the Company's distributors in servicing
large, one-time projects and in meeting periods of unanticipated rental demand,
and to make available equipment to distributors with growing markets, but
limited financial resources. This operation also repairs and refurbishes
equipment for its own use or for sale to its distributors.
The Company's principal executive offices are located at JLG Industries, Inc.,
1 JLG Drive, McConnellsburg, Pennsylvania 17233. Its telephone number is
(717) 485-5161.
USE OF PROCEEDS
The Company intends to use the proceeds from the sale of the Common Stock
offered hereby for general corporate purposes.
INTERESTS OF EXPERTS AND COUNSEL
The consolidated financial statements of JLG Industries, Inc. incorporated by
reference in JLG Industries, Inc.'s Annual Report (Form 10-K) for the year
ended July 31, 1997, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon incorporated by reference
therein and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
With respect to the unaudited condensed consolidated interim financial
information for the three-month and six month periods ended January 31, 1998
and January 31, 1997, incorporated by reference in this Prospectus, Ernst &
Young LLP have reported that they have applied limited procedures in accordance
with professional standards for a review of such information. However their
separate report, included in JLG Industries, Inc.'s Quarterly Report on Form
10-Q for the quarter ended January 31, 1998, and incorporated herein by
reference, states that they did not audit and they do not express an opinion on
that interim financial information. Accordingly, the degree of reliance on
their report on such information should be restricted considering the limited
nature of the review procedures applied. The independent auditors are not
subject to the liability provisions of Section 11 of the Securities Act of 1933
(the "Act") for their report on the unaudited interim financial information
because that report is not a "report" or a "part" of the Registration Statement
prepared or certified by the auditors within the meaning of Sections 7 and 11
of the Act.
The legality of the shares of Common Stock offered pursuant to this
Prospectus has been passed on for the Company by Covington & Burling,
Washington, D.C.
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at the following
Regional Offices of the Commission: 75 Park Place, 14th Floor, New York, New
York 10007 and 500 West Madison Street, 14th Floor, Chicago, Illinois 60661.
Such material may also be accessed electronically from the Commission's Web
site at http://www.sec.gov. The Common Stock is listed on the New York Stock
Exchange and reports, proxy statements and other information concerning the
Company and the Common Stock also may be inspected at the offices of the
New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
The Company has filed a registration statement (together with all
amendments and exhibits thereto, the "Registration Statement") with the
Commission under the Securities Act of 1933, as amended (the "Securities
Act"), relating to the Common Stock offered for sale by this Prospectus. This
Prospectus has been filed as a part of the Registration Statement and does not
contain all information set forth in the Registration Statement. Reference is
hereby made to the Registration Statement for further information concerning
the Company and the shares of Common Stock.
EARNINGS PER SHARE
In 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, Earnings Per Share. Statement 128
replaced the previously reported primary and fully diluted earnings per share
with basic and diluted earnings per share. In the Company's Form 10-Q for the
period ended January 31, 1998, all earnings per share information for the
three and six month periods ended January 31 has been prepared in
accordance with Statement 128 and all earnings per share information for the
comparable periods ended in 1997 have been restated to conform to the Statement
128 requirements. No earnings per share information in the Company's Form 10-K
for the year ended July 31, 1997 (including the selected financial data and the
supplementary quarterly financial data) has been restated to conform to
Statement 128 as such earnings per share information is not materially
different from the amounts previously reported. The Company will restate all
earnings per share information in its Form 10-K for the year ending July 31,
1998 to the extent required by Statement 128.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, heretofore filed by the Company with the Commission
pursuant to the Exchange Act, are incorporated by reference in this Prospectus
and shall be deemed to be a part hereof:
(1) the Annual Report on Form 10-K of the Company filed with the
Commission for the fiscal year ended July 31, 1997;
(2) all other reports filed by the Company with the Commission pursuant
to Section 13(a) or Section 15(d) of the Exchange Act since the end of
the period covered by the Annual Report on Form 10-K referred to in
(1) above; and
(3) the description of the Company's Common Stock contained in the
Company's Form 10 Registration Statement, dated April 22, 1977, and
all subsequent amendments and reports that are filed updating that
description.
All reports and other documents filed pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Common Stock offered hereby shall be
deemed to be incorporated by reference into this Prospectus and to be made a
part hereof from their respective dates of filing. Any statement contained in
an incorporated document shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any other subsequently filed incorporated document or in any accompanying
supplement to this Prospectus modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge, to each person to whom a copy
of this Prospectus has been delivered, upon the written or oral request of
such person, a copy of any of the documents that have been incorporated by
reference herein, except for the exhibits to such documents (unless such
exhibits are specifically incorporated by reference into such documents).
Requests for copies of any document incorporated by reference should be
directed to Charles H. Diller, Jr., Executive Vice President and Chief
Financial Officer, JLG Industries, Inc., 1 JLG Drive, McConnellsburg,
Pennsylvania 17233, (717) 485-5161
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance And Distribution*
The estimated expenses of the Company in connection with the issuance and
distribution of the shares of Common Stock being registered hereunder are as
follows. All such expenses are being borne by the Company:
Securities and Exchange Commission Registration Fee 3,505.43
Accounting Fees and Expenses 5,000.00
Legal Fees and Expenses 5,000.00
Miscellaneous none
Printing Costs none
Total 13,505.43
_________________________________
* Except for the Securities and Exchange Commission registration fee, all
expenses are estimated.
Item 15. Indemnification of Directors and Officers
Section 1741 of the Associations Code of the Commonwealth of Pennsylvania
(the "Associations Code') provides that the Company may indemnify a director
or officer against his or her expenses and, other than in an action by or in
the right of the Company, judgments, fines and amounts paid in settlement in
connection with any action or proceeding involving such person by reason of the
fact that such person is or was a director or officer, concerning actions taken
in good faith and in a manner reasonably believed to be in, or not opposed to,
the best interests of the Company, and, with respect to any criminal action or
proceeding, such person had no reason to believe his or her conduct was
unlawful. Section 1742 of the Associations Code provides that in a derivative
action, no indemnification shall be made with respect to any claim, issue or
matter as to which such director or officer shall have been adjudged to be
liable to the Company unless and only to the extent that the appropriate court
of the Commonwealth of Pennsylvania shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such director or officer is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. Additionally,
the Company is required, pursuant to Associations Code Section 1743, to
indemnify its directors and officers against expenses to the extent that such
directors or officers have been successful on the merits or otherwise in any
third party or derivative action or proceedings or in the defense of any claim,
issue or matter therein. Furthermore, Section 1747 of the Associations Code
declares that a corporation's purchase of indemnification insurance for
officers or directors is consistent with the public policy of the Commonwealth
of Pennsylvania.
The Company's By-Laws and Articles of Incorporation relating to the limitation
of the personal liability of the Company's directors and officers for monetary
damages and to the indemnification of the Company's directors and officers (1)
limit the personal liability of a director or officer for monetary damages for
any act or omission unless the director or officer has breached or failed to
perform the duties of his office as required under Pennsylvania law and the
breach or failure to perform constitutes self-dealing, willful misconduct or
recklessness, and (2) require the Company to indemnify directors, officers and
employees for liability or expenses incurred in such capacity, except if the
person's conduct was determined to constitute self-dealing, willful misconduct
or recklessness.
Pursuant to policies of directors' and officers' liability and corporation
reimbursement insurance, the Company's officers and directors are insured,
subject to the limits, deductibles, exceptions and other items and conditions
of such policies, against liability for an actual or alleged breach of duty,
neglect, error, misstatement, misleading statement, omission, or other act done
or wrongfully attempted while acting in their capacities as directors or
officers of the Company.
Item 16. Exhibits
Exhibit No.
Description of Exhibit
4.1
Registrant's Articles of Incorporation, as amended
(incorporated by reference to Exhibit 3 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended December 13, 1996)
4.2
Registrant's By-Laws, as amended (incorporated by
reference to Exhibit 3.4 to the Registrant's Annual
Report on Form 10-K filed on October 17, 1996)
5
Opinion of Counsel re: Legality of Shares
23.1
Consent of Counsel (contained in its opinion filed as
Exhibit 5)
23.2
Consent of Ernst & Young LLP
99.1
JLG Industries, Inc. Stock Incentive Plan, as amended
and restated (incorporated by reference to Exhibit 10.3 to
the Registrant's Annual Report on Form 10-K for the
fiscal year ended July 31, 1997)
99.2
JLG Industries, Inc. Directors Stock Option Plan, as
amended and restated (incorporated by reference to
Exhibit 10.7 to the Registrant's Annual Report on Form
10-K for the fiscal year ended July 31, 1997)
Item 17. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which has registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
( 230.424(b) of this chapter) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included
in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of McConnellsburg, Pennsylvania, on the 5th day
of March, 1998.
JLG INDUSTRIES, INC.
By: /s/ Charles H. Diller, Jr.
Charles H. Diller, Jr.
Executive Vice President
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned
officers and directors of the Registrant hereby constitutes and appoints
Charles H. Diller, Jr. his true and lawful attorney-in-fact and agent, with
full power of substitution, for him and on his behalf and in his name, place
and stead, in any and all capacities, to execute and file any or all amendments
to this Registration Statement (including, without limitation, post-effective
amendments and any amendment or amendments increasing the amount of securities
for which registration is being sought) with all exhibits and any and all
documents required to be filed with respect thereto, with the Securities and
Exchange Commission or any regulatory authority, granting unto such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes
as he himself might or could do if personally present, hereby ratifying and
confirming all that such attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature
Title
Date
/s/ L. David Black
March 5, 1998
L. David Black
Director, Chairman of the
Board, President and Chief
Executive Officer (principal
executive officer)
/s/ Charles H. Diller, Jr.
March 5, 1998
Charles H. Diller, Jr.
Director, Executive Vice
President and Chief
Financial Officer (principal
financial and principal
accounting officer)
/s/ George R. Kempton
March 5, 1998
George R. Kempton
Director
/s/ James A. Mezera
March 5, 1998
James A. Mezera
Director
/s/ Gerald Palmer
March 5, 1998
Gerald Palmer
Director
/s/ Stephen Rabinowitz
March 5, 1998
Stephen Rabinowitz
Director
/s/ Thomas C. Wajnert
March 5, 1998
Thomas C. Wajnert
Director
EXHIBIT 5.1
COVINGTON & BURLING
1201 PENNSYLVANIA AVENUE, N.W.
P.O. BOX 7566
WASHINGTON, D.C. 20044-7566
(202) 662-6000
March 6, 1998
JLG Industries, Inc.
1 JLG Drive
McConnellsburg, Pennsylvania 17233
Gentlemen:
This opinion is being furnished to you in connection with a Registration
Statement on Form S-3 (the "Registration Statement") being filed today
by JLG Industries, Inc., a Pennsylvania corporation (the "Company"),
with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended, for the registration of
750,000 shares (the "Shares") of the Company's common stock, par
value $.20 per share (the "Common Stock"). The Shares being
registered are expected to be offered and sold from time to time pursuant
to the exercise of transferable stock options granted to participants in the
JLG Industries, Inc. Stock Incentive Plan and the JLG Industries, Inc.
Directors Stock Option Plan (collectively, the "Plans") and subsequently
transferred by those participants to certain permitted transferees in
accordance with the terms of the respective Plans.
For purposes of this opinion, we have examined the Registration
Statement and the exhibits thereto and a copy of each of the Plans. We
also have examined such other documents, and considered such matters of
law, as we have deemed necessary in giving this opinion. In examining the
foregoing documents, we have assumed the authenticity of documents
submitted to us as originals, the genuineness of all signatures, the
conformity to original documents of documents submitted to us as copies,
and the accuracy of the statements included therein.
Based on the foregoing, we are of the opinion that the shares have been
duly authorized and, upon payment therefor and issuance in accordance
with the Plans, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name therein under the
heading "Interests of Experts and Counsel." In giving such consent, we do
not thereby admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Commission thereunder.
This opinion letter is being furnished by us to the Company solely for the
benefit of the Company in connection with the Registration Statement and
is not to be used, circulated, quoted or otherwise relied upon by any other
person, or by the Company for any other purpose, without our prior written
consent. No opinion may be inferred beyond those expressly stated. This
opinion letter is rendered as of the date hereof and we have no obligation
to update this opinion letter.
Very truly yours,
/s/ Covington & Burling
COVINGTON & BURLING
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP
We consent to the reference to our firm under the caption "Interests of Experts
and Counsel" in the Registration Statement (Form S-3) and related Prospectus of
JLG Industries, Inc. for the registration of 750,000 shares of its common
stock and to the incorporation by reference therein of our report dated
September 4, 1997, with respect to the consolidated financial statements
and schedule of JLG Industries, Inc. included in its Annual Report (Form
10-K) for the year ended July 31, 1997, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young
Baltimore, Maryland
March 4, 1998
