<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2
(Final Amendment)
to
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
STATEMENT ON SCHEDULE 13d
under the Securities Exchange Act of 1934
GRADALL INDUSTRIES, INC.
(Name of Subject Company [Issuer])
JLG ACQUISITION CORP.
A WHOLLY-OWNED SUBSIDIARY OF
JLG INDUSTRIES, INC.
(Bidders)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(AND ASSOCIATED RIGHTS TO PURCHASE SERIES B PARTICIPATING CUMULATIVE PREFERRED
STOCK)
(Title of Class of Securities)
------------------------
38411P107
(CUSIP Number of Class Securities)
THOMAS D. SINGER
VICE PRESIDENT -- GENERAL COUNSEL
JLG INDUSTRIES, INC.
1 JLG DRIVE
MCCONNELSBURG, PA 17233
(717) 485-5161
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications on Behalf of Bidders)
Copy to:
W. ANDREW JACK, ESQ.
COVINGTON & BURLING
1201 PENNSYLVANIA AVENUE, N.W.
WASHINGTON, D.C. 20044-7566
(202) 662-6000
(i)
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1) Name of Reporting Person: JLG Industries, Inc.
S.S. or I.R.S. Identification No. of Above Person: 25-1199382
------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
[ ] (a)
[ ] (b)
------------------------------------------------------------------------
3) SEC Use Only
------------------------------------------------------------------------
4) Source of Funds: WC (working capital), BK (bank)
------------------------------------------------------------------------
5) [ ] Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
------------------------------------------------------------------------
6) Citizenship or Place of Organization: Pennsylvania
------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
<C> <S>
7) Sole Voting Power: 9,761,042
--------------------------------------------------------------------------------------------
8) Shared Voting Power: 0
--------------------------------------------------------------------------------------------
9) Sole Dispositive Power: 0
--------------------------------------------------------------------------------------------
10) Shared Dispositive Power: 0
--------------------------------------------------------------------------------------------
</TABLE>
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 9,761,042
------------------------------------------------------------------------
12) [ ] Check if Aggregate Amount in Row 7 Excludes Certain Shares (See
Instructions).
------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row 7: 99.2% (based on
9,837,892 outstanding)
------------------------------------------------------------------------
14) Type of Reporting Person: CO
- --------------------------------------------------------------------------------
- ---------------
(ii)
<PAGE> 3
1) Name of Reporting Person: JLG Acquisition Corp.
S.S. or I.R.S. Identification No. of Above Person: 25-1835546
------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
[ ] (a)
[ ] (b)
------------------------------------------------------------------------
3) SEC Use Only
------------------------------------------------------------------------
4) Source of Funds: WC (working capital), BK (bank)
------------------------------------------------------------------------
5) [ ] Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
------------------------------------------------------------------------
6) Citizenship or Place of Organization: Pennsylvania
------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
<C> <S>
7) Sole Voting Power: 9,761,042
--------------------------------------------------------------------------------------------
8) Shared Voting Power: 0
--------------------------------------------------------------------------------------------
9) Sole Dispositive Power: 0
--------------------------------------------------------------------------------------------
10) Shared Dispositive Power: 0
--------------------------------------------------------------------------------------------
</TABLE>
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 9,761,042
------------------------------------------------------------------------
12) [ ] Check if Aggregate Amount in Row 7 Excludes Certain Shares (See
Instructions).
------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row 7: 99.2% (based on
9,837,892 outstanding)
------------------------------------------------------------------------
14) Type of Reporting Person: CO
- --------------------------------------------------------------------------------
- ---------------
(iii)
<PAGE> 4
This Amendment No. 2 amends and supplements Schedule 14D-1 and
Statement on Schedule 13D, dated May 17, 1999 (the "Schedule 14D-1"), as
amended by Amendment No. 1, dated June 2, 1999, of JLG Acquisition Corp., a
Delaware corporation ("Merger Subsidiary") and JLG Industries, Inc., a
Pennsylvania corporation ("Parent"), filed in connection with the Merger
Subsidiary's offer to purchase all outstanding shares of common stock, par
value $0.001 per share (together with associated rights to purchase Series B
Participating Cumulative Preferred Stock) (collectively, the "Shares") of
Gradall Industries, Inc., a Delaware corporation, upon the terms and subject to
the conditions set forth in the Offer to Purchase dated May 17, 1999. All
capitalized terms not defined herein have the meanings given to them in the
Schedule 14D-1.
ITEM 6. INTERESTS IN SECURITIES OF THE SUBJECT COMPANY.
The response to Item 6 of the Schedule 14D-1 is hereby amended and
supplemented by adding thereto the following:
At 12:00 midnight, New York City time, on Tuesday, June 15, 1999, the
Offer expired. Based on a preliminary count from the Depositary, 9,761,042
Shares were tendered in the Offer, including 328,833 Shares tendered subject to
guaranteed delivery procedures, and 322,432 Shares that were issued
pursuant to the exercise of options after the expiration of the Offer and
tendered by certain employees. On June 18, 1999, subject to the terms of the
Offer, Merger Subsidiary accepted for payment all of the Shares validly
tendered and not withdrawn prior to the expiration of the Offer representing
approximately 99.2% of the Shares of the Company. Payment for the tendered
Shares will be made by the Depositary. Following completion of the Offer, there
remain approximately 76,850 shares outstanding. The Merger is expected to be
completed on June 18, 1999, and any Shares not tendered pursuant to the Offer
will be converted into the right to receive $20.00 per Share in cash. A copy of
the press release issued by Parent on June 16, 1999, announcing the expiration
of the Offer is attached hereto as Exhibit (a)(9) and is incorporated herein by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
The response to Item 11 of the Schedule 14D-1 is hereby amended and
supplemented as follows:
(a)(9) Text of Press Release issued by Parent, dated June 16, 1999,
announcing completion of the Offer.
<PAGE> 5
SIGNATURE
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.
JLG ACQUISITION CORP.
By: /s/ THOMAS D. SINGER
--------------------------------------------------------
Name: Thomas D. Singer
Title: Vice President, Secretary
JLG INDUSTRIES, INC.
By: /s/ THOMAS D. SINGER
--------------------------------------------------------
Name: Thomas D. Singer
Title: Vice President -- General Counsel, Assistant Secretary
Dated: June 18, 1999
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
(a)(1) Offer to Purchase, dated May 17, 1999*
(a)(2) Letter of Transmittal (including Guidelines for
Certification of Taxpayer Identification number on
Substitute Form W-9)*
(a)(3) Notice of Guaranteed Delivery*
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees*
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees*
(a)(6) Text of Joint Press Release issued by Parent and the
Company, dated May 11, 1999*
(a)(7) Form of summary advertisement, dated May 17, 1999*
(a)(8) Text of Press Release issued by Parent, dated June 2, 1999,
announcing early termination under the HSR Act. **
(a)(9) Text of Press Release issued by Parent, dated June 16, 1999
announcing completion of the Offer.***
(b)(1) Commitment Letter dated May 5, 1999, to Parent from First
Union National Bank*
(c)(1) Agreement and Plan of Merger dated as of May 10, 1999, among
Gradall Industries, Inc., JLG Industries, Inc., and JLG
Acquisition Corp.*
(c)(2) Stockholders Agreement dated as of May 10, 1999, among JLG
Acquisition Corp.; JLG Industries, Inc.; Gradall Industries,
Inc. and MLGA Fund II, L.P.*
(c)(3) Stockholders Agreement dated as of May 10, 1999, among JLG
Acquisition Corp.; JLG Industries, Inc.; Gradall Industries,
Inc.; Sangwoo Ahn; Perry J. Lewis; Barry L. Phillips; Jack
D. Rutherford; David S. Williams; Joseph H. Keller, Jr.;
James C. Cahill; and Bruce A. Jonker*
(c)(4) Confidentiality Agreement dated November 3, 1997, as amended
on February 23, 1999 between Gradall Industries, Inc. and
JLG Industries, Inc.*
</TABLE>
* Previously filed on May 17, 1999
** Filed with Amendment No. 1 on June 2, 1999
*** Filed with this Amendment No. 2
<PAGE> 1
EXHIBIT (a)(9)
PRESS RELEASE
[JLG LOGO]
JLG INDUSTRIES, INC.
1 JLG Drive FOR IMMEDIATE RELEASE
McConnellsburg, PA 17233-9533
Telephone (717) 485-5161 CONTACT: JUNA ROWLAND
Fax (717) 485-6417 DIRECTOR, CORPORATE RELATIONS
www.jlg.com (717) 485-6605
JLG COMPLETES GRADALL TENDER OFFER
McConnellsburg, PA, June 16, 1999 - JLG Industries, Inc. (NYSE: JLG) today
announced that 9.4 million shares, or approximately 99.2 percent of the
outstanding shares of voting common stock of Gradall Industries, Inc. (NASDAQ:
GRDL), were tendered for $20.00 per share, net to the seller in cash, without
interest, in response to its tender offer which expired on June 15, 1999, based
upon preliminary count by ChaseMellon Shareholders Services, L.L.C., the
depositary. Validly tendered shares will be purchased in accordance with the
terms of the tender offer.
JLG will proceed with those steps necessary to complete the merger of its
wholly owned subsidiary with and into Gradall by filing a certificate of merger
with the Secretary of State of the State of Delaware in accordance with
Delaware law as soon as practicable. Pursuant to the merger, any shares of
Gradall common stock not tendered in the tender offer will be converted into
the right to receive $20.00 per share in cash.
JLG Industries, Inc. is the world's leading manufacturer, distributor and
international marketer of mobile aerial work platforms. Sales are made
principally to distributors and rental companies, which rent and sell the
Company's products to a diverse customer base, which includes users in the
industrial, commercial, institutional and construction markets. Headquartered
in McConnellsburg, Pennsylvania, JLG has two additional manufacturing
facilities in Bedford, Pennsylvania and sales and service locations in Europe
and Australia.
For a fax copy, please call 800-758-5804, extension 470675.
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