For EDGAR Filing
- ----------------
March 9, 1995
Our 136th Year
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
RE: Gehl Company (File No. 0-18110)
Definitive Proxy Statement for 1995 Annual Meeting
Gentlemen:
On behalf of Gehl Company (the "Company"), transmitted herewith for filing
under the Securities Exchange Act of 1934, as amended, is the
Company's definitive 1995 Proxy Statement for its 1995 annual meeting of
shareholders. This filing is being effected by direct transmission to the
EDGAR System. The Company currently intends to mail proxy materials to its
shareholders beginning on or about March 13, 1995.
On March 6, 1995, the Company made a wire transfer in the amount of $125 in
payment of the prescribed filing fee to the United States designated lockbox
depository at Mellon Bank in Pittsburgh, Pennsylvania. The Company's filing
fee account number is 0000856386.
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
<PAGE>
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 [ ] Confidential, for Use of the
Commission Only (as
permitted by Rule 14a-
6(e)(2))
[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)
_______________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] 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 Filed:
<PAGE>
GEHL COMPANY
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 27, 1995
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 27, 1995, 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 1998 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, 1995 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 13, 1995
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 27, 1995
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 13, 1995, in connection with a solicitation of proxies by the
Board for use at the Annual Meeting of Shareholders to be held on Thursday,
April 27, 1995, 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, 1995, are
entitled to vote at the Annual Meeting. On that date, the Company had
outstanding and entitled to vote 6,169,523 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
1998 Annual Meeting 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, 1995,
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.
Nominees for Election at the Annual Meeting
Terms expiring April, 1998
Fred M. Butler, 59, has served as President and Chief Executive Officer of The
Manitowoc Company, Inc. (a manufacturer of cranes and commercial ice cube
dispensers) since 1990. Mr. Butler has held various management positions with
The Manitowoc Company, Inc. since 1988.
William D. Gehl, 48, has served as President and Chief Executive Officer of
the Company since November, 1992. From January, 1990 until joining the
Company, Mr. Gehl was Executive Vice President, Chief Operating Officer,
General Counsel and Secretary of The Ziegler Companies, Inc. (a financial
services holding company). Mr. Gehl held various management positions with
The Ziegler Companies from 1978 to 1990. Mr. Gehl is a member of the Florida
and Wisconsin Bar Associations. Mr. Gehl has served as a director of the
Company since 1987. Mr. Gehl is also a director of the Equipment
Manufacturers Institute (a Chicago-based trade association of agricultural and
construction equipment manufacturers).
John W. Splude, 49, has served as President and Chief Executive Officer of HK
Systems (the successor to Harnischfeger Engineers, Inc. and Eaton Kenway; an
integrator and manufacturer of material handling systems) since October, 1993.
Prior to the purchase of HK Systems, Mr. Splude served as President of
Harnischfeger Engineers, a wholly-owned subsidiary of Harnischfeger
Industries, Inc., since 1987. Mr. Splude is also Vice Chairman of the
Material Handling Institute (a trade association of material handling
equipment manufacturers).
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, 1996
Roger E. Secrist, 55, was 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.) until his retirement in
1994. 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, 50, has served as 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 Inc. 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 held 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 and a director of IPSCO, Inc. (a Canadian-based steel company
located in Saskatchewan, Canada).
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 management
positions with Findley Adhesives, Inc. since 1975. Mr. Findley has served as
a director of the Company since 1993.
John W. Gehl, 53, 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, 67, 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), Competitive Wisconsin, Inc. (an association of
business, education and labor promoting the State of Wisconsin), Dairy and
Food Industries Supply Association, Inc. (a Washington, D.C., organization
sponsoring a trade show for food and milk processing equipment), Geneve
Corporation (a private holding company) and Wisconsin Manufacturers and
Commerce (a business association promoting the improvement of the economic
climate of the State of Wisconsin).
BOARD OF DIRECTORS
The Board held five meetings in 1994. 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 1994.
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. Findley, Peter A. Fischer and Sim
(Chairman) are members of the Audit Committee. The Audit Committee held two
meetings in 1994. Mr. Fischer will retire as a director effective at the time
of the Annual Meeting.
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 two meetings in
1994, are Messrs. Findley, Fischer, Nesbitt and Secrist (Chairman). The Stock
Option Sub-Committee of the Compensation and Benefits Committee makes
recommendations to the Board in connection with the Gehl Company 1987 Stock
Option Plan. The members of the Stock Option Sub-Committee, which held one
meeting in 1994, are Messrs. Findley, Fischer, Nesbitt, and Secrist
(Chairman).
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 one meeting in 1994, are Messrs. J.W. Gehl,
W.D. Gehl, Nesbitt (Chairman) and Secrist. 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 1994, 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.
PRINCIPAL SHAREHOLDERS
Management
The following table sets forth certain information, as of March 1,
1995, 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 directors, nominees and executive officers 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.
Name of Individual
or Number in Group Shares of
Common Stock Percent
Beneficially of
Owned(1) Class
William D. Gehl . . . . . . . . . . . . . 163,758(2) 2.7%
Fred M. Butler . . . . . . . . . . . . . 0 -
John W. Findley . . . . . . . . . . . . . 1,000 *
Peter A. Fischer . . . . . . . . . . . . 6,000(3) *
John W. Gehl . . . . . . . . . . . . . . 445,412(4) 7.2%
Arthur W. Nesbitt . . . . . . . . . . . . 2,525 *
Roger E. Secrist . . . . . . . . . . . . 300 *
Richard G. Sim . . . . . . . . . . . . . 20,000 *
John W. Splude . . . . . . . . . . . . . 0 -
Victor A. Mancinelli . . . . . . . . . . 104,987(5) 1.7%
All directors, nominees and executive 816,446 13.1%
officers as a group (14 persons) . . . .
* The amount shown is less than 1% of the outstanding shares.
(1) Includes shares subject to exercisable options as of March 1, 1995, and
options exercisable within 60 days of such date as follows: Mr. J.W.
Gehl, 16,708 shares; and all executive officers as a group, 79,164
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.
(3) Mr. Fischer will retire as a director effective at the time of the Annual
Meeting.
(4) 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) 16,708
shares subject to options under the Gehl Company 1987 Stock Option Plan
which were exercisable as of March 1, 1995 and/or exercisable within 60
days of such date. 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.
(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 Owners
The following table sets forth certain information, as of December
31, 1994, regarding beneficial ownership by the other persons 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 filings made on
Schedule 13G by the beneficial owners 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>
FMR Corporation
82 Devonshire Street -0- -0- 318,100 -0- 318,100 5.2%
Boston, MA 02109
Pioneering Management
Corporation
60 State Street 533,300 -0- -0- 533,300 533,300 8.6%
Boston, MA 02109
</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 1994 fiscal year. No other officer of the Company earned cash
compensation in excess of $100,000 during the 1994 fiscal year.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term Compensation
Awards
Annual
Compensation
Restricted
Name and Stock Awards All Other
Principal Position Year Salary ($) Bonus ($) ($) (b) Compensation ($)
<S> <C> <C> <C> <C> <C>
William D. Gehl 1994 150,000 --- --- 2,010(c)
President and 1993 150,000 34,911(a) 289,284 1,548
Chief Executive 1992 10,756 --- --- 78,390
Officer
Victor A. Mancinelli 1994 140,000 --- --- 2,389(c)
Executive Vice 1993 140,000 31,011(a) 257,142 1,604
President and Chief 1992 10,231 --- --- 57,819
Operating Officer
<FN>
(a) Consists of cash payments made to Messrs. W.D. Gehl and Mancinelli to
offset the withholding tax obligation incurred as a result of their
receipt of incentive shares awarded during fiscal 1992.
(b) 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 1994 were as
follows: Mr. W.D. Gehl, 96,428 shares ($602,675); and Mr. Mancinelli,
85,714 shares ($535,712). Messrs. W.D. Gehl and Mancinelli are entitled
to receive dividends, if any, on their shares of restricted stock.
(c) Consists of life insurance premiums and long-term disability insurance
premiums paid by the Company for the benefit of Messrs. W.D. Gehl and
Mancinelli.
</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:
PENSION PLAN TABLE
Estimated Annual Benefits Payable at Age 65
Final For Indicated Years of Credited Service
Annual
Average 5 10 15 20 25 35+
Compensation Years Years Years Years Years 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, 1994, that will be
recognized for Messrs. W.D. Gehl and Mancinelli is 2.2 years and 2.2 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 ten 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, 1994, Messrs. W.D. Gehl and Mancinelli were
20% 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 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
This Report on Executive Compensation describes the policies employed
generally by the Compensation and Benefits Committee and the Stock Option Sub-
Committee for the development of the Company's executive compensation program
and the application of these policies to executive compensation during fiscal
1994. The members of both the Compensation and Benefits Committee and the
Stock Option Sub-Committee during fiscal 1994 were Messrs. Secrist (Chairman
since May, 1994), Findley (member since May, 1994), Fischer (Chairman through
April, 1994) and Nesbitt. All of these persons are non-employee directors of
the Company.
Function of the Compensation and Benefits Committee and Stock Option Sub-
Committee:
The Compensation and Benefits Committee and the Stock Option Sub-
Committee are responsible for separate aspects of the Company's compensation
program for its executive officers.
The Compensation and Benefits Committee develops and proposes to the
Board the compensation program (other than the award of stock options) for
executive officers. Final approval of the Company's executive compensation
package is the responsibility of the Board. During fiscal 1994, the Board
adopted the recommendations of the Compensation and Benefits Committee without
material modification.
The Stock Option Sub-Committee recommends to the Board stock option
awards under the 1987 Stock Option Plan. Final approval of stock option
awards is generally the responsibility of the Board. However, the 1987 Stock
Option Plan provides that the recommendation of the Stock Option Sub-Committee
with respect to stock option awards made to executive officers who are also
directors are binding on the Board. The non-binding recommendations of the
Stock Option Sub-Committee with respect to stock option grants were adopted
without material modification by the Board in fiscal 1994.
Executive Compensation and Stock Option Policies:
The basic policy of the Compensation and Benefits Committee and the Stock
Option Sub-Committee is to provide a competitive compensation program for
executive officers sufficient to attract and retain those executive officers
considered crucial to the attainment of the Company's long-term strategic
goals, including the enhancement of shareholder value. For the past several
years, the compensation package for executive officers has consisted of base
salary and equity-based awards, including stock options granted under the 1987
Stock Option Plan. In addition, the executive officers have also participated
in the other employee benefit plans offered to employees of the Company.
In determining salary levels for executive officers of the Company, the
Compensation and Benefits Committee takes into consideration each individual's
level of expertise and experience and his performance in his particular area
during the past fiscal year. As described in greater detail below, the
Compensation and Benefits Committee will also consider the financial
performance of the Company in fixing salary levels, including Company-wide
profitability, return on assets and return on equity. No specific weight is
given to any of these factors, however, in establishing salary levels.
During the fiscal years 1991 to 1993, the agricultural and light
construction equipment markets served by the Company experienced significant
downturns. Due to the adverse impact this had on the Company's financial
condition, the Compensation and Benefits Committee found its discretion in
establishing the compensation package for executive officers to be
significantly limited by the constraints created by the Company's cash flow
situation. The Compensation and Benefits Committee did not adopt any cash
bonus programs during this period and implemented a 10% salary reduction for
all executive officers (excluding Messrs. W. D. Gehl and V. A. Mancinelli, who
were hired subsequent to the implementation of the salary reduction) and
higher level salaried employees, effective in September, 1991. The salary
reduction was subsequently made permanent.
The improved agricultural and light construction equipment markets
encountered by the Company during 1994, in conjunction with the results of
actions taken by management to stabilize the Company's financial condition,
provided the Compensation and Benefits Committee the opportunity to review the
executive officer compensation program. Based upon the improving financial
performance and condition of the Company during the first half of fiscal 1994
and the expected continuation of improved financial performance of the Company
during the second half of the year, the Compensation and Benefits Committee
accepted management's proposal and in turn recommended and the Board approved
a general 3% salary increase effective July 1, 1994 for all salaried
employees, including executive officers except for Messrs. W. D. Gehl and
V. A. Mancinelli, who have salaries fixed by employment agreements. See
"Executive Compensation - Employment Agreements".
To provide a performance incentive for its executive officers and other
key management personnel, the Company has also continued to make equity-based
awards, comprised of awards of stock options under the 1987 Stock Option Plan.
The purpose of the 1987 Stock Option Plan is consistent with the basic policy
of the Company's executive compensation program which is designed to promote
the achievement of the long-range strategic goals of the Company and to
enhance shareholder value. Stock options awarded under the 1987 Stock Option
Plan generally vest over a three-year period. The Stock Option Sub-Committee
considers the financial performance of the Company in determining whether in
the first instance to grant stock options and in determining the size of any
stock option awards made under the 1987 Stock Option Plan. In addition, the
Stock Option Sub-Committee considers the level of responsibility of the
individual executive officer within the Company, the performance of such
officer in his area of responsibility and the officer's salary grade in
recommending the size of stock option awards under the 1987 Stock Option Plan.
Although these factors are considered, the Stock Option Sub-Committee does not
assign any specific weight to one factor as compared to the others in making
its determination.
Given the improved financial performance of the Company in the 1994
fiscal year, the Stock Option Sub-Committee recommended, in December, 1994,
and the Board approved, stock option grants to each of the Company's executive
officers (except for Messrs. W.D. Gehl and V.A. Mancinelli, who have
compensation packages fixed by employment agreements. See "Executive
Compensation - Employment Agreements".). Options relating to an aggregate of
25,000 shares of Common Stock were awarded to the executive officers in 1994.
In addition to base salary and the potential for equity-based awards, all
executive officers of the Company are eligible to participate in the various
employee benefit plans offered to employees of the Company. The Company's
policy with respect to these 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, who was employed by the
Company in November, 1992, 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 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.
Deductibility of Executive Compensation:
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.
COMPENSATION AND BENEFITS COMMITTEE
STOCK OPTION SUB-COMMITTEE
Roger E. Secrist (Chairman)
John W. Findley
Peter A. Fischer
Arthur W. Nesbitt
PERFORMANCE INFORMATION
The following graph compares the cumulative total return (change in
stock price plus reinvested dividends) during the last five years 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 December 31,
1989, in each of the three alternatives.
<TABLE>
Comparison of Five Year Cumulative Market Performance
Among S&P 500, S&P Machinery-Diversified, and Gehl Company
(Assumes $100 invested December 31, 1989 with dividends reinvested)
<CAPTION>
December 31, December 31, December 31, December 31, December 31, December 31,
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
S&P Composite 500 $100 $ 95 $121 $126 $135 $135
S&P Machinery-
Diversified $100 $ 87 $101 $100 $146 $148
Gehl $100 $ 67 $ 30 $ 23 $ 45 $ 55
</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).
MISCELLANEOUS
Independent Auditors
The Board has appointed Price Waterhouse as the Company's independent auditors
for 1995. Price Waterhouse acted as the independent auditors for the Company
for the year ended December 31, 1994. 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
1996 Annual Meeting and have included in the Company's proxy statement must be
received by the Company by the close of business on November 14, 1995. In
addition, a shareholder who otherwise intends to present business at the 1996
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, if any, 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 13, 1995
<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, 1995, at the annual meeting of shareholders to be held on April
27, 1995, or any adjournment or postponement thereof.
1. ELECTION OF DIRECTORS (terms expiring at the 1998 Annual Meeting)
___ FOR all nominees listed below ___ WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) listed below
Fred M. Butler, William D. Gehl and John W. Splude
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:_____________________________, 1995.
__________________________________________
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, 1995, at the annual meeting of shareholders to be
held on April 27, 1995, or any adjournment or postponement thereof.
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
Fred M. Butler, William D. Gehl and John W. Splude
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:_____________________________, 1995.
_________________________________________
Signature
_________________________________________
Signature (if held jointly)
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
