March 9, 1994
Our 135th Year
Securities and Exchange Commission
Document Control
450 Fifth Street, N.W.
Washington, DC 20549-1004
RE: Gehl Company DEF 14A Proxy Statement
Ladies and Gentlemen:
Transmitted for filing pursuant to the EDGAR System is the Gehl Company Proxy
Statement for the 1994 Annual Meeting.
Please Contact the undersigned at (414)334-6643 if you have any questions or
comments regarding the foregoing matter.
Sincerely,
Laurence M. Schwartz
Corporate Attorney
Enclosure
<PAGE>
GEHL
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Gehl Company
___________________________________________________________________________
(Name of Registrant as Specified in its Charter)
Gehl Company
____________________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the Appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(iii), 14a-6(i)(1), or 14a-6(i)(2).
[ ] $500 Per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
_________________________________________________________________
2) Aggregate number of securities to which transaction applies:
___________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
___________________________________________________________________
4) Proposed maximum aggregate value of transaction:
___________________________________________________________________
* Set forth amount on which the filing fee was calculated and state how
it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
_________________________________________________________________
2) Form, Schedule or Registration Statement No.:
__________________________________________________________________
3) Filing Party:
__________________________________________________________________
4) Date File:
__________________________________________________________________
<PAGE>
GEHL
GEHL COMPANY
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 28, 1994
To the Shareholders of Gehl Company:
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of
Gehl Company will be held on Thursday, April 28, 1994, at 3:00 P.M., local
time, at the West Bend Inn, 2520 West Washington Street, West Bend, Wisconsin
53095, for the following purposes:
1. To elect three directors to hold office until the 1997 annual
meeting of shareholders and until their successors are duly elected and
qualified.
2. To consider and act upon such other business as may properly
come before the meeting or any adjournment or postponement thereof.
The close of business on March 1, 1994 has been fixed as the record
date for the determination of shareholders entitled to notice of, and to vote
at, the meeting and any adjournment or postponement thereof.
A proxy for the meeting and a proxy statement are enclosed herewith.
By Order of the Board of Directors
GEHL COMPANY
Michael J. Mulcahy
Secretary
West Bend, Wisconsin
March 11, 1994
YOUR VOTE IS IMPORTANT NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE. YOU
ARE URGED TO DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED
ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON. IF
YOU ATTEND THE ANNUAL MEETING AND WISH TO VOTE YOUR SHARES PERSONALLY, YOU MAY
DO SO BY REVOKING YOUR PROXY AT ANY TIME PRIOR TO THE VOTING THEREOF.
<PAGE>
GEHL COMPANY
143 Water Street
West Bend, Wisconsin 53095
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 28, 1994
This proxy statement is being furnished to shareholders by the Board
of Directors (the "Board") of Gehl Company (the "Company") beginning on or
about March 11, 1994, in connection with a solicitation of proxies by the
Board for use at the Annual Meeting of shareholders to be held on Thursday,
April 28, 1994, at 3:00 P.M., local time, at the West Bend Inn, 2520 West
Washington Street, West Bend, Wisconsin 53095, and all adjournments or
postponements thereof (the "Annual Meeting") for the purposes set forth in the
attached Notice of Annual Meeting of Shareholders.
Execution of a proxy given in response to this solicitation will not
affect a shareholder's right to attend the Annual Meeting and to vote in
person. Presence at the Annual Meeting of a shareholder who has signed a
proxy does not in itself revoke a proxy. Any shareholder giving a proxy may
revoke it at any time before it is voted by giving notice thereof to the
Company in writing or in open meeting.
A proxy, in the enclosed form, which is properly executed, duly
returned to the Company and not revoked will be voted in accordance with the
instructions contained therein. The shares represented by executed but
unmarked proxies will be voted FOR the three persons nominated for election as
directors referred to herein and on such other business or matters which may
properly come before the Annual Meeting in accordance with the best judgment
of the persons named as proxies in the enclosed form of proxy. Other than the
election of directors, the Board has no notice of any matters to be presented
for action by the shareholders at the Annual Meeting.
Only holders of record of the Company's Common Stock, $.10 par value
per share (the "Common Stock"), at the close of business on March 1, 1994, are
entitled to vote at the Annual Meeting. On that date, the Company had
outstanding and entitled to vote 6,133,609 shares of Common Stock, each of
which is entitled to one vote per share.
ELECTION OF DIRECTORS
The Company's By-laws provide that the directors shall be divided
into three classes, with staggered terms of three years each. At the Annual
Meeting, the shareholders will elect three directors to hold office until the
1997 Annual Meeting of shareholders and until their successors are duly
elected and qualified. Unless shareholders otherwise specify, the shares
represented by the proxies received will be voted in favor of the election as
directors of the three persons named as nominees herein. The Board has no
reason to believe that any of the listed nominees will be unable or unwilling
to serve as a director if elected. However, in the event that any nominees
should be unable to serve or for good cause will not serve, the shares
represented by proxies received will be voted for other nominees selected by
the Board.
Directors are elected by a plurality of the votes cast (assuming a
quorum is present). Consequently, shares not voted at the Annual Meeting,
whether due to abstentions, broker non-votes or otherwise, will have no impact
on the election of directors. Votes will be tabulated by the Inspector of
Election appointed by the Board.
The following sets forth certain information, as of March 1, 1994,
about each of the Board's nominees for election at the Annual Meeting and each
director of the Company whose term will continue after the Annual Meeting.
<PAGE>
Nominees for Election at the Annual Meeting
Terms expiring April, 1997
John W. Findley, 48, has served as Chairman, President and Chief Executive
Officer and a director of Findley Adhesives, Inc. (a manufacturer of various
types of adhesives) since 1988. Mr. Findley has held various positions with
Findley Adhesives, Inc. since 1975. Mr. Findley has served as a director of
the Company since December, 1993.
John W. Gehl, 52, has served as Vice President, International, of the Company
since 1992 and as a Vice President of the Company since 1977. Mr. Gehl joined
the Company in 1962 and has served in a variety of positions in marketing,
manufacturing and strategic planning. Mr. Gehl has served as a director of
the Company since 1974.
Arthur W. Nesbitt, 66, has served as the President and Chief Executive
Officer and a director of Nasco International (a mail order and metal
fabrication company) since 1974. Mr. Nesbitt has served as a director of
the Company since 1983. Mr. Nesbitt is also a director of Blue Cross/Blue
Shield United of Wisconsin (a medical insurance company), United Wisconsin
Services Inc. (an insurance holding company) and Geneve Corporation
(a private holding company).
THE BOARD RECOMMENDS THE FOREGOING NOMINEES FOR ELECTION AS DIRECTORS AND
URGES EACH SHAREHOLDER TO VOTE "FOR" ALL NOMINEES. SHARES OF COMMON STOCK
REPRESENTED BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED "FOR" ALL NOMINEES.
Directors Continuing in Office
Terms expiring April, 1995
Peter A. Fischer, 51, retired President and Chief Executive Officer of
Medalist Industries, Inc. (a manufacturer of industrial and consumer
products). Mr. Fischer has served as a director of the Company since 1983.
Mr. Fischer is also a director of Allen-Edmonds Shoe Corporation (a
manufacturer of footwear), Bando McGlocklin Capital Corporation (a holding
company for a small business investment company) and Medalist Industries, Inc.
William D. Gehl, 47, has served as President and Chief Executive Officer of
the Company since November, 1992. From January, 1990 until joining the
Company, Mr. Gehl served as Executive Vice President, Chief Operating Officer,
General Counsel and Secretary of The Ziegler Company, Inc. (a financial
services holding company). Mr. Gehl held various management positions with
The Ziegler Company from 1978 to 1990. Mr. Gehl is a member of the State Bar
of Wisconsin and the State Bar of Florida. Mr. Gehl has served as a director
of the Company since 1987.
Terms expiring April, 1996
Roger E. Secrist, 55, retired Chairman and Chief Executive Officer of ANGUS
Chemical Company (an international specialty chemical company and a wholly
owned subsidiary of Alberta Natural Gas Company Ltd.). Mr. Secrist has served
as a director of the Company since 1991. Mr. Secrist is also a director of
Medalist Industries, Inc. (a manufacturer of industrial and consumer
products).
Richard G. Sim, 49, is Chairman, President, Chief Executive Officer and a
director of Applied Power Inc. (a manufacturer of tools, equipment, systems,
components and consumable items). Mr. Sim has served as a director and
President of Applied Power since 1985, as Chief Executive Officer since 1986
and as Chairman of the Board and Chief Executive Officer since 1988. Prior to
joining Applied Power, Mr. Sim had served in a variety of management positions
at General Electric. Mr. Sim has served as a director of the Company since
1991. Mr. Sim is also a Regent of the Milwaukee School of Engineering.
Director Retirement
Joseph J. Zadra, 71, having reached the Board's mandatory retirement age
will not stand for re-election as a director at the Annual Meeting. The size
of the Board is being reduced accordingly.
BOARD OF DIRECTORS
The Board held eight meetings in 1993. Each director attended at
least 75% of the aggregate of (i) the total number of meetings of the Board
and (ii) the total number of meetings held by all committees of the Board on
which he served during 1993.
The Board has standing Audit, Compensation and Benefits, and
Nominating Committees. The Audit Committee reviews the scope, timing and
results of the audit of the Company's financial statements by the Company's
independent auditors and reviews with the independent auditors management's
policies and procedures with respect to auditing and accounting controls. The
Audit Committee also reviews and evaluates the independence of the Company's
independent auditors, approves services rendered by such auditors and
recommends to the Board the engagement, continuation or discharge of the
Company's independent auditors. Messrs. Fischer, Nesbitt (Chairman) and Sim
are members of the Audit Committee. The Audit Committee held three meetings
in 1993.
The Compensation and Benefits Committee determines compensation
levels for the Company's executive officers and reviews management's
recommendations as to the compensation to be paid to other key personnel. The
members of the Compensation and Benefits Committee, which held three meetings
in 1993, are Messrs. Fischer (Chairman), Nesbitt and Secrist. The Stock
Option Sub-Committee of the Compensation and Benefits Committee, consisting of
Messrs. Fischer (Chairman), Nesbitt and Secrist, makes recommendations to the
Board in connection with the Gehl Company 1987 Stock Option Plan. The
Compensation and Benefits Committee and the Stock Option Sub-Committee jointly
held two meetings in 1993.
The function of the Nominating Committee includes recommending those
persons to be nominated by the Board for election as directors of the Company
and recommending persons to fill vacancies on the Board. The members of the
Nominating Committee, which held two meetings in 1993, are Messrs. J.W. Gehl,
W.D. Gehl, Secrist (Chairman) and Zadra. The Nominating Committee will
consider nominees recommended by shareholders, but has no established
procedures which must be followed to make a recommendation. The Company's
By-laws set forth certain requirements for shareholders wishing to nominate
director candidates for consideration by shareholders. With respect to an
election of directors to be held at an annual meeting, among other things, a
shareholder must give written notice of an intent to make such a nomination to
the Secretary of the Company in advance of the meeting in compliance with the
terms and within the time period specified in the By-laws.
Directors who are officers or employees of the Company receive no
compensation as such for service as members of the Board or committees
thereof. In 1993, non-employee directors received an annual retainer fee of
$7,000, plus a fee of $600 for each Board meeting and a fee of $500 ($550 for
the committee chairman) for each committee meeting attended, provided that, if
a committee meeting was scheduled on the same day as a Board meeting, no fee
for committee meeting attendance was paid. Committee meetings are normally
scheduled on Board meeting dates. Mr. Zadra received an annual retainer of
$14,000 in 1993 for serving as Chairman of the Board.
PRINCIPAL SHAREHOLDERS
Management
The following table sets forth certain information, as of March 1,
1994, regarding beneficial ownership of Common Stock by each director and
nominee, each of the executive officers named in the Summary Compensation
Table set forth below and all executive officers and directors as a group.
Except as otherwise indicated in the footnotes, all of the persons listed
below have sole voting and investment power over the shares of Common Stock
identified as beneficially owned.
Shares of Common
Name of Individual Stock Beneficially Percent of
or Number in Group Owned(1) Class
William D. Gehl . . . . . . . . . . . . 184,158 (2) 3.0%
John W. Findley . . . . . . . . . . . . 0 ---
Peter A. Fischer . . . . . . . . . . . 6,000 *
John W. Gehl . . . . . . . . . . . . . 478,746 (3) 7.8%
Arthur W. Nesbitt . . . . . . . . . . . 1,025 *
Roger E. Secrist . . . . . . . . . . . 300 *
Richard G. Sim . . . . . . . . . . . . 10,000 *
Joseph J. Zadra . . . . . . . . . . . . 27,286 (4) *
Victor A. Mancinelli . . . . . . . . . 104,987 (5) 1.7%
All directors and executive officers as 891,170 14.3%
a group (12 persons) . . . . . . . . .
_______________________
* The amount shown is less than 1% of the outstanding shares.
(1) Includes shares subject to currently exercisable options or options
exercisable within 60 days of March 1, 1994 as follows: Mr. J.W. Gehl:
15,042 shares, and all executive officers as a group: 86,168 shares.
(2) Includes 96,428 shares subject to certain restrictions under Mr. W.D.
Gehl's employment agreement with the Company. See "Executive
Compensation - Employment Agreements". Mr. W.D. Gehl has no investment
power over the restricted shares. The total set forth in the table
includes 15,400 shares held by the Andrew P. Gehl Trust of which
beneficial ownership is disclaimed.
(3) Includes (i) 92,754 shares held by the Mark M. Gehl Family Trust over
which Mr. J.W. Gehl has sole voting power but no dispositive power, (ii)
10,500 shares held by a custodial account for a child, and (iii) 15,042
shares subject to options under the Gehl Company 1987 Stock Option Plan
which are currently exercisable or exercisable within 60 days of March 1,
1994. The total set forth in the table does not include 6,000 shares
and 31,500 shares held by Mr. J.W. Gehl's wife and adult children,
respectively, of which beneficial ownership is disclaimed. Mr. J.W.
Gehl's address is 143 Water Street, West Bend, Wisconsin 53095.
(4) Consists of shares held in a living trust.
(5) Includes 85,714 shares subject to certain restrictions under Mr.
Mancinelli's employment agreement with the Company. See "Executive
Compensation - Employment Agreements". Mr. Mancinelli has no investment
power over these shares.
Other Beneficial Owner
The following table sets forth certain information, as of December
31, 1993, regarding beneficial ownership by the only other person known to the
Company to own more than 5% of the outstanding Common Stock. The beneficial
ownership information set forth below has been reported in a filing made on
Schedule 13G by the beneficial owner with the Securities and Exchange
Commission.
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Ownership
______________________________________
Voting Power Investment Power
Name and Address
of Beneficial Owner Sole Shared Sole Shared Aggregate Percent of Class
<S> <C> <C> <C> <C> <C> <C>
Pioneering
Management
Corporation
60 State Street
Boston, MA 02109 490,800 -0- -0- 490,800 490,800 8.0%
</TABLE>
EXECUTIVE COMPENSATION
Summary Compensation Information
The following table sets forth certain information regarding
compensation earned for the last three fiscal years by those persons who
served as the Company's Chief Executive Officer and Chief Operating Officer
during the 1993 fiscal year. No other officer of the Company earned cash
compensation in excess of $100,000 during the 1993 fiscal year.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term
Compensation
Annual Compensation(a) Awards
Name and Restricted Stock All Other
Principal Position Year Salary ($) Bonus ($)(b) Awards ($)(c) Compensation ($)
<S> <C> <C> <C> <C> <C>
William D. Gehl 1993 150,000 34,911 289,284 1,548(d)
President and 1992 10,756(e) --- --- 78,390(f)
Chief Executive 1991 --- --- --- 16,125(g)
Officer
Victor A. Mancinelli 1993 140,000 31,011 257,142 1,604(d)
Executive Vice 1992 10,231(e) --- --- 57,819(h)
President and 1991 --- --- --- ---
Chief Operating
Officer
<FN>
(a) Certain personal benefits provided by the Company and its subsidiaries to
Messrs. W.D. Gehl and Mancinelli are not included in the Summary
Compensation Table. For each of these executive officers, the aggregate
amount of such personal benefits did not exceed 10% of his total salary
and bonus disclosed in the Summary Compensation Table for the year
indicated.
(b) Includes cash bonuses of $34,503 and $30,671 paid to Messrs. W.D. Gehl
and Mancinelli, respectively, to offset the withholding tax obligation
incurred as a result of their receipt of incentive shares awarded during
fiscal 1992 and cash bonuses of $408 and $340 paid to Messrs. W.D. Gehl
and Mancinelli, respectively, to offset the cost of monthly premiums for
a long-term disability insurance policy.
(c) The amounts in the table reflect the market value on the date of issuance
of restricted shares of Common Stock awarded to Messrs. W.D. Gehl and
Mancinelli under the terms of their employment agreements. See
"Executive Compensation - Employment Agreements". The number of shares
of restricted Common Stock held by Messrs. W.D. Gehl and Mancinelli and
the market value of such shares at the end of fiscal 1993 were as
follows: Mr. W.D. Gehl, 96,428 shares ($584,595); and Mr. Mancinelli,
85,714 shares ($519,641). Messrs. W.D. Gehl and Mancinelli are entitled
to receive dividends, if any, on their shares of restricted stock.
(d) Consists of life insurance premiums paid by the Company for the benefit
of Messrs. W.D. Gehl and Mancinelli.
(e) The amount set forth reflects the 1992 salary paid to Mr. W.D. Gehl and
Mr. Mancinelli. Mr. W.D. Gehl was elected President and Chief Executive
Officer and Mr. Mancinelli was elected Executive Vice President and Chief
Operating Officer of the Company on November 24, 1992.
(f) Includes director fees in the amount of $12,900 received by Mr. W.D. Gehl
for service on the Board in 1992 as a non-employee director, and the
value of shares awarded as an incentive for entering into an employment
agreement. See "Executive Compensation - Employment Agreements". The
dollar value of the incentive stock was calculated by multiplying the
number of shares awarded (21,830) by the last reported sales price of the
Common Stock on the NASDAQ National Market System ($3.00) on December 29,
1992, the date of the employment agreement.
(g) Consists of director fees of $16,125 received by Mr. W.D. Gehl for
service on the Board in 1991.
(h) Consists of the value of shares awarded to Mr. Mancinelli as an
incentive for entering into an employment agreement. See "Executive
Compensation - Employment Agreements". The dollar value of the
incentive stock was calculated by multiplying the number of shares
awarded (19,273) by the last reported sale price of the Common Stock
on the NASDAQ National Market System ($3.00) on December 29, 1992, the
date of the employment agreement.
</TABLE>
Retirement Plan
The Company maintains a defined benefit pension plan to provide
retirement benefits to certain employees, including Messrs. W.D. Gehl and
Mancinelli (the "Retirement Plan"). The following table estimates various
annual benefits payable at age 65 to participants with the years of service
and average compensation levels set forth below:
Final Estimated Annual Benefits Payable at Age 65
Annual For Indicated Years of Credited Service
Average
Compensation 5 Years 10 Years 15 Years 20 Years 25 Years 35+ Years
$ 75,000 . . . $ 3,750 $ 7,500 $11,250 $15,000 $18,750 $26,250
100,000 . . . 5,000 10,000 15,000 20,000 25,000 35,000
150,000 . . . 7,500 15,000 22,500 30,000 37,500 52,500
200,000 . . . 10,000 20,000 30,000 40,000 50,000 70,000
A participant may elect one of several single life or joint and
survivor annuity payment options which provide monthly retirement benefits
calculated on an actuarial basis. Benefits under the Retirement Plan are not
reduced by a participant's Social Security benefits. The Retirement Plan
provides for reduced early retirement and pre-retirement benefits.
Compensation covered by the Retirement Plan for Messrs. W.D. Gehl
and Mancinelli is such person's salary as shown in the Summary Compensation
Table. The number of years of credited service as of December 31, 1993, that
will be recognized for Messrs. W.D. Gehl and Mancinelli is 1.2 years and 1.2
years, respectively.
Supplemental Retirement Benefit Agreements
The Company has entered into a supplemental retirement benefit
agreement under which Mr. W.D. Gehl will receive a monthly retirement benefit
for fifteen years. Under the agreement, the monthly benefit to be received by
Mr. W.D. Gehl is computed by multiplying the percentage by which benefits have
vested by an amount equal to 20% of average monthly compensation computed by
reference to the highest base salary earned during a consecutive five-year
period. Mr. Mancinelli has entered into a similar supplemental retirement
benefit agreement with the Company. This agreement is identical to Mr. W.D.
Gehl's agreement, except that the percentage of average monthly compensation
used in computing the monthly supplemental retirement benefit is 10%.
Assuming full vesting, the estimated annual benefits payable to
Messrs. W.D. Gehl and Mancinelli under the supplemental retirement benefit
agreements based on their current salaries would be $30,000 and $14,000,
respectively.
The supplemental retirement benefit agreements provide for a
pre-retirement death benefit consisting of five annual payments each in the
amount of 30% of the annual salary at death. Benefits vest under the
supplemental retirement benefit agreements at a rate of 10% per year for the
first four years following execution and are deemed to be fully vested after
five years. In the event there is a "change of control of the Company", as
defined in the supplemental retirement benefit agreements, benefits become
100% vested. As of December 31, 1993, Messrs. W.D. Gehl and Mancinelli were
10% vested under their respective agreements.
Employment Agreements
The Company has entered into employment agreements with Messrs. W.D.
Gehl and Mancinelli pursuant to which they are to serve as the President and
Chief Executive Officer and Executive Vice President and Chief Operating
Officer of the Company, respectively, through November 23, 1995. During the
term of their respective employment agreements, Mr. W.D. Gehl and Mr.
Mancinelli will be paid fixed annual base salaries of $150,000 and $140,000,
respectively.
Pursuant to the terms of their employment agreements, Messrs. W.D.
Gehl and Mancinelli received shares of Common Stock (21,830 shares and 19,273
shares, respectively) as an incentive for entering into their employment
agreements. In addition, Messrs. W.D. Gehl and Mancinelli were awarded in
early 1993 shares of Common Stock (96,428 shares and 85,714 shares,
respectively) subject to certain restrictions (the "Restricted Stock").
Messrs. W.D. Gehl and Mancinelli were provided compensation in the amount of
$34,503 and $30,671, respectively, in early 1993 to offset the withholding tax
obligation incurred as a result of the receipt of the incentive shares. Under
their respective employment agreements, Messrs. W.D. Gehl and Mancinelli will
not be eligible to participate in any incentive plans offered by the Company
during the term of such agreements.
The shares of Restricted Stock held by Messrs. W.D. Gehl and
Mancinelli may not be sold or otherwise transferred until the shares are no
longer subject to restriction (such period is referred to herein as the
"Restriction Period"). The Restriction Period will terminate on the earlier
of (i) the death or disability of the executive officer or the termination of
such officer by the Company without cause, (ii) a "change in control" of the
Company (as defined in the agreements), and (iii) January 3, 1996. During the
Restriction Period, the Restricted Stock will be forfeited to the Company in
the event the officer is terminated for cause or in the event the officer
terminates his employment (other than as a result of death or disability).
During the Restriction Period and prior to any forfeiture, the officers are
entitled to all dividend and voting rights with respect to the Restricted
Stock.
If, for any reason other than cause or the executive officer's death
or disability, the employment of Mr. W.D. Gehl or Mr. Mancinelli is terminated
before the term of employment has been completed, the executive officer will
be entitled to receive his full base salary for one (1) full year from the
date of termination or until the end of the initial three (3) year term of the
employment agreement, whichever is longer. In the event a "change in control"
(as defined in each of the respective employment agreements) occurs during the
term of employment, the executive officer may be entitled to receive
additional payments as provided in their agreements.
Report on Executive Compensation
The Compensation and Benefits Committee and the Stock Option
Sub-Committee thereof are responsible for separate aspects of the Company's
compensation program for its executive officers, including Messrs. W.D. Gehl
and Mancinelli. The Compensation and Benefits Committee determines the
compensation package (other than stock options) to be paid to each executive
officer, which determinations are subsequently reviewed and approved by the
Board. The Stock Option Sub-Committee makes recommendations directly to the
Board with respect to stock option grants under the Gehl Company 1987 Stock
Option Plan. The recommendations of the Stock Option Sub-Committee as they
relate to executive officers who are also directors of the Company are binding
on the Board.
The following report on executive compensation was prepared by the
members of the Compensation and Benefits Committee and the Stock Option
Sub-Committee. At the end of fiscal 1993, the members of the Compensation and
Benefits Committee and the Stock Option Sub-Committee were identical, namely
Messrs. Fischer (Chairman), Nesbitt and Secrist.
Executive Compensation Policies. The Company's executive
compensation program is intended to establish a relationship between
compensation and the Company's business strategies as well as the Company's
goal of maintaining and improving profitability and maximizing long-term
shareholder value. The focus of compensation decisions is on the achievement
of long-term performance objectives as opposed to the attainment of
short-term, narrowly defined goals. The Compensation and Benefits Committee
and the Stock Option Sub-Committee recognize that the Company operates in the
highly cyclical agricultural and light construction equipment markets. The
focus on long-term performance objectives is intended to avoid unwarranted
adjustments in executive compensation based solely on short-term swings
(either up or down) in the Company's markets.
In recommending and establishing levels of executive compensation,
it is the policy of the Compensation and Benefits Committee and the Stock
Option Sub-Committee to:
- Offer competitive compensation packages in order
to attract and retain key executive officers
crucial to the Company's long-term success.
- Provide performance-based compensation
opportunities (including equity-based awards)
which allow executive officers to earn rewards
for long-term strategic management and the
enhancement of shareholder value.
- Establish a relationship between executive
compensation and the Company's annual and
long-term strategic goals.
- Provide compensation programs which recognize
and reward individual initiative and
achievement.
<PAGE>
Executive Compensation Package. The Company's executive
compensation package has historically consisted of salary, bonus payments and
stock option grants as well as benefits provided under several employee
benefit plans offered by the Company. A principal component of the Company's
executive compensation is base salary. In setting executive salaries, the
Compensation and Benefits Committee has historically reviewed the range of
salaries paid by other industrial companies of similar size. The Compensation
Committee's strategy is to combine lower than competitive base salaries with
higher than competitive incentive compensation opportunities for performance.
An officer base salary structure reflecting this compensation strategy targets
base salary mid-points at 90% of the competitive levels. Using these salary
ranges as a guide, the Compensation and Benefits Committee annually
establishes salary levels for the Company's executive officers. In making
this determination, the Compensation and Benefits Committee also takes into
consideration, to a lesser extent, financial performance, such as return on
equity and return on assets on a Company-wide and, where appropriate, a
group-by-group basis, the level of expertise and skills offered by the
particular executive officer, and subjective factors regarding the particular
officer's performance during the past fiscal year and such other periods as
are deemed appropriate. In September, 1991, the Company, as a cost-reduction
device in light of disappointing financial results, instituted a 10% salary
reduction covering all executive officers (excluding Messrs. W.D. Gehl and
Mancinelli who were hired subsequent to the implementation of the salary
reduction) and higher level salaried employees. The salary reduction remained
in place throughout both the 1992 and 1993 fiscal years with the result that
salaries have been frozen at the reduced level over that period.
In 1990 and prior years, the executive officers of the Company were
eligible to earn additional cash compensation under bonus plans adopted
annually by the Compensation and Benefits Committee. Bonus payments under
these plans were determined by reference to an officer's base salary and were
contingent upon the achievement of financial targets, specified levels of
profitability and return on assets established by the Compensation and
Benefits Committee and certain other individual performance objectives related
to the executive's individual area of responsibility. Based on the Company's
loss in 1992, a 1993 bonus plan was not adopted. The Compensation and
Benefits Committee may consider the adoption of a cash bonus plan in the
future dependent upon the continued improvement in the Company's financial
performance, but no final determination has been made to date.
The Company's executive compensation program also has historically
included grants of options under the 1987 Stock Option Plan. The purpose of
the 1987 Stock Option Plan is to promote the best interests of the Company and
its shareholders by providing the Company's executive officers with the
ability to acquire a proprietary interest in the Company. The Stock Option
Sub-Committee's policy in the past has been to recommend awards under the 1987
Stock Option Plan based on the individual executive officer's responsibility
level within the Company and his or her performance. The Company's financial
performance has been given some consideration in determining option grants
made to the Company's executive officers. The Stock Option Sub-Committee
endorses a policy that stock ownership by management and stock-based
performance compensation arrangements are beneficial in aligning the interests
of shareholders and management and providing an incentive to maximize
long-term shareholder value.
During 1993, in accordance with the Company's policy to provide
incentive compensation, options were granted to the Company's executive
officers, other than Messrs. W.D. Gehl and Mancinelli. Messrs. W.D. Gehl and
Mancinelli had previously received equity awards pursuant to their employment
agreements. See "Executive Compensation - Employment Agreements". A stock
option grant to the Company's executive officers in January was premised on
the need to provide incentive based compensation to such officers and the
expectation that the salary reduction and freeze applicable to the executive
officers would remain in effect for all of 1993. The purpose of the stock
option grant to the Company's executive officers in November was in
recognition of both the improved financial performance of the Company during
1993, when compared to 1992 and 1991, and the efforts of the executive
officers in achieving the improved financial performance of the Company. By
tying a portion of the compensation of each executive officer to stock price,
either through the grant of stock options under the 1987 Stock Option Plan or
otherwise, the Company seeks to provide an incentive to maximize long-term
shareholder value.
The Company's policy with respect to other employee benefit plans
(including the Company's retirement plan, savings plan and life insurance
program) is to provide competitive benefits to its employees, including
executive officers, to encourage their continued service with the Company and
to attract qualified individuals for available Company positions.
CEO Compensation. Under his employment agreement, Mr. W.D. Gehl
receives an annual base salary of $150,000, which the Compensation and
Benefits Committee, after reviewing salaries paid by comparable companies,
determined to be below the market average at the time of Mr. W.D. Gehl's
employment. Mr. W.D. Gehl's fixed salary was established at a level lower
than the amount which normally would have been prescribed by the Company's
compensation strategy solely to assist the Company in managing its cash flow.
In lieu of additional salary and the normal perquisites traditionally offered
to the Company's chief executive officer, and in recognition of the
qualifications and experience Mr. W.D. Gehl would bring to the Company, he was
awarded 21,830 shares of Common Stock (as well as $34,503 in the form of a tax
offset award) as an incentive for entering into his employment agreement and
received in early 1993 an additional 96,428 shares of Common Stock subject to
certain restrictions. The terms of the restricted shares are described
elsewhere in this Proxy Statement. See "Executive Compensation - Employment
Agreements". The Compensation and Benefits Committee determined that offering
shares of Common Stock in lieu of cash compensation would provide a further
incentive to maximize long-term shareholder value. Mr. W.D. Gehl is also
entitled under his employment agreement to participate in various benefit
plans offered by the Company, but will not be eligible during the three-year
term of his employment agreement to participate in any incentive bonus plans
which may be subsequently implemented by the Company.
Implications of Recently-Enacted Tax Provisions. The Compensation
and Benefits Committee and the Stock Option Sub-Committee have considered the
implications of Section 162(m) of the Internal Revenue Code and the
regulations adopted thereunder limiting the deductibility by the Company of
non-performance related executive compensation in excess of $1 million per
officer. The compensation levels of the Company's executive officers fall
well below the threshold and, accordingly, no specific changes in the
Company's compensation program were viewed as necessary relative to the
Section 162(m) limitations. Nonetheless, performance-based incentive
compensation will continue to be an integral part of the Company's
compensation package for executive officers.
COMPENSATION AND BENEFITS COMMITTEE
STOCK OPTION SUB-COMMITTEE
Peter A. Fischer (Chairman)
Arthur W. Nesbitt
Roger E. Secrist
<PAGE>
PERFORMANCE INFORMATION
The following graph compares the cumulative total return (change in stock
price plus reinvested dividends) from November 21, 1989, the date of the
Company's initial public offering, through December 31, 1993, of the Common
Stock with the Standard & Poor's 500 Composite Index (the "S & P 500
Composite") and the Standard & Poor's Machinery-Diversified Index (the "S & P
Machinery-Diversified"). The graph assumes $100 was invested on November 21,
1989, in each of the three alternatives.
<TABLE>
Comparison of Four Year
Cumulative Market Performance
Among S&P 500, S&P Diversified Machinery,
and Gehl Company
<CAPTION>
November 21, December 31, December 31, December 31, December 31, December 31,
1989 1989 1990 1991 1992 1993
<S> <C> <C> <C> <C> <C> <C>
S&P Composite 500 $100 $102 $ 95 $121 $126 $135
S&P Diversified
Machinery $100 $103 $ 87 $101 $100 $146
Gehl $100 $100 $ 67 $ 30 $ 23 $ 45
</TABLE>
Although the companies included in the S & P Machinery-Diversified
Index generally have a larger market capitalization than the Company, such
companies are believed to provide the closest peer group representation with
respect to the industries served by the Company (agricultural implements and
light construction equipment).
<PAGE>
MISCELLANEOUS
Independent Auditors
The Board has appointed Price Waterhouse as the Company's
independent auditors for 1994. Price Waterhouse acted as the independent
auditors for the Company for the year ended December 31, 1993.
Representatives of Price Waterhouse are expected to be present at the Annual
Meeting with the opportunity to make a statement if they so desire. Such
representatives are also expected to be available to respond to appropriate
questions.
Shareholder Proposals
Proposals which shareholders of the Company intend to present at the
1995 Annual Meeting and have included in the Company's proxy statement must be
received by the Company by the close of business on November 11, 1994. In
addition, a shareholder who otherwise intends to present business at the 1995
Annual Meeting must comply with the requirements set forth in the Company's
By-laws. Among other things, to bring business before an annual meeting, a
shareholder must give written notice thereof to the Secretary of the Company
in advance of the meeting in compliance with the terms and within the time
period specified in the By-laws.
Other Matters
The cost of soliciting proxies will be borne by the Company. The
Company may reimburse brokers and other nominees for their expenses in
communicating with the persons for whom they hold Common Stock. The Company
expects to solicit proxies primarily by mail. Proxies may also be solicited
personally and by telephone by certain officers and regular employees of the
Company.
The Company will provide without charge a copy of its Annual Report
on Form 10-K (including financial statements and financial schedules, but not
including exhibits thereto), as filed with the Securities and Exchange
Commission, to each person who is a record or beneficial holder of Common
Stock as of the record date for the Annual Meeting. A written request for a
Form 10-K should be addressed to Gehl Company, Attention: Secretary, 143
Water Street, West Bend, Wisconsin 53095.
By Order of the Board of Directors
GEHL COMPANY
Michael J. Mulcahy
Secretary
March 11, 1994
<PAGE>
GEHL SAVINGS PLAN
This Proxy is Solicited on Behalf of the Board of Directors
GEHL COMPANY
143 Water Street
West Bend, WIsconsin 53095
The undersigned hereby appoints William D. Gehl and Michael J. Mulcahy, or
either of them (with full power of substitution in each of them), as Proxies
and hereby authorizes them to represent and to vote as designated below all of
the shares of Common Stock of Gehl Company held of record by the undersigned
on March 1, 1994, at the annual meeting of shareholders to be held on April
28, 1994, or any adjournment or postponement thereof.
PROXY
1. ELECTION OF DIRECTORS (terms expiring at the 1997 Annual Meeting)
___ FOR all nominees listed below ___ WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) listed below
John W. Findley, John W. Gehl and Arthur W. Nesbitt
INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.
_________________________________________________________________
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
(continued on reverse side)
<PAGE>
This proxy when properly executed will be voted in the manner directed herein
by the undersigned shareholder, if no direction is made, this proxy will be
voted "FOR" the election of the BOARD's nominees.
Please sign exactly as name appears hereon.
When shares are held by joint tenants, both
should sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as such.
If a corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
DATED:_____________________________, 1994.
__________________________________________
Signature
__________________________________________
Signature (if held jointly)
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
<PAGE>
This Proxy is Solicited on Behalf of the Board of Directors
GEHL COMPANY
143 Water Street
West Bend, Wisconsin 53095
The undersigned hereby appoints William D. Gehl and Michael J. Mulcahy, or
either of them (with full power of substitution in each of them), as Proxies
and hereby authorizes them to represent and to vote as designated below all of
the shares of Common Stock of Gehl Company held of record by the undersigned
on March 1, 1994, at the annual meeting of shareholders to be held on April
28, 1994, or any adjournment or postponement thereof.
PROXY
1. ELECTION OF DIRECTORS (terms expiring at the 1997 Annual Meeting)
___ FOR all nominees listed below ___ WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) listed below
John W. Findley, John W. Gehl and Arthur W. Nesbitt
INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.
___________________________________________________________________
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
(continued on reverse side)
<PAGE>
This proxy when properly executed will be voted in the manner directed herein
by the undersigned shareholder, if no direction is made, this proxy will be
voted "FOR" the election of the BOARD's nominees
Please sign exactly as name appears hereon.
When shares are held by joint tenants, both
should sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as such.
If a corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
DATED:_____________________________, 1994.
_________________________________________
Signature
_________________________________________
Signature (if held jointly)
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
