Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
___________________
GEHL COMPANY
(Exact name of registrant as specified in its charter)
Wisconsin 39-0300430
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
143 Water Street
West Bend, Wisconsin 53095
(414) 334-9461
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Michael J. Mulcahy With a copy to:
Vice President, Secretary
and General Counsel Jay O. Rothman
Gehl Company Foley & Lardner
143 Water Street 777 East Wisconsin Avenue
West Bend, Wisconsin 53095 Milwaukee, Wisconsin 53202-5367
(414) 334-9461 (414) 271-2400
(Name, address, including zip
code, and telephone number,
including area code, of agent
for service)
____________________________
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
____________________________
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. [_]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) of the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
____________________________
CALCULATION OF REGISTRATION FEE
Proposed
Maximum Proposed
Title of Each Offering Maximum
Class of Price Aggregate Amount of
Securities to be Amount to be Per Offering Registration
Registered Registered(1) Unit(1) Price(1) Fee
Common Stock,
$.10 par value 105,749 shares $8.25 $872,430 $301
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933 based upon the
average of the high and low prices for Gehl Company Common Stock as
reported on The Nasdaq Stock Market on July 27, 1996.
______________________
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
SUBJECT TO COMPLETION, DATED JULY 30, 1996
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE
ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PROSPECTUS
105,749 Shares
GEHL COMPANY
Common Stock
($.10 par value)
_________________
This Prospectus relates to the sale of up to 105,749 shares of
common stock, $.10 par value (the "Common Stock"), of Gehl Company, a
Wisconsin corporation (the "Company"), by two shareholders of the Company
(the "Selling Shareholders"). The Company will not receive any of the
proceeds from the sale of the shares being sold by the Selling
Shareholders. See "Selling Shareholders."
The Common Stock is traded on The Nasdaq Stock Market under the
symbol GEHL. On July 29, 1996, the last sale price of the Common Stock on
The Nasdaq Stock Market was $8.25 per share.
The Company will pay certain of the expenses of this offering.
The Selling Shareholders, however, will bear the cost of all brokerage
commissions and discounts incurred in connection with the sale of the
shares of Common Stock covered by this Prospectus. The shares of Common
Stock to which this Prospectus relates may be sold by the Selling
Shareholders directly or through underwriters, dealers or agents in market
transactions or privately-negotiated transactions. See "Plan of
Distribution."
__________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
___________
The date of this Prospectus is , 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information filed by the Company under
the Exchange Act can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices at 7
World Trade Center, 13th Floor, New York, New York 10048, and the Citicorp
Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of such
material also may be obtained from the Public Reference Section of the
Commission, Washington, D.C. 20549, at prescribed rates. In addition, the
Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants (such
as the Company) that file electronically with the Commission. The address
of such Web site is http://www.sec.gov.
The Company has filed with the Commission a Registration
Statement on Form S-3 (together with all amendments and exhibits thereto
referred to herein as the "Registration Statement") under the Securities
Act of 1933, as amended (the "Securities Act"), with respect to the Common
Stock offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is hereby made to the
Registration Statement which may be inspected and copied in the manner and
at the sources described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company (File No. 0-18110)
with the Commission pursuant to the Exchange Act are incorporated herein
by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 30 and June 29, 1996.
3. The description of the Common Stock contained in Item 1 of
the Company's Registration Statement on Form 8-A, dated
November 13, 1989, and any amendment or report filed for
the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of shares which is
the subject hereof shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed
to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company will provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus is
delivered, upon the written or oral request of such person, a copy of any
and all of the documents that have been or may be incorporated herein by
reference (other than exhibits thereto, unless such exhibits are
specifically incorporated by reference into the information that this
Prospectus incorporates). Requests should be directed to Gehl Company,
143 Water Street, West Bend, Wisconsin 53095, Attention: Michael J.
Mulcahy, Vice President, Secretary and General Counsel (telephone: (414)
334-9461).
THE COMPANY
The Company designs, manufactures, distributes, sells and
finances equipment used in the light construction equipment and the
agricultural equipment industries. The Company's construction segment
("Gehl Construction") manufactures and markets skid steer loaders, rough-
terrain telescopic forklifts, and asphalt pavers used by contractors, sub-
contractors, owner operators and municipalities. The Company's
agricultural segment ("Gehl Agriculture") has manufactured agricultural
implements for 137 years, and today markets a broad range of equipment
used primarily in the dairy and livestock industries, including haymaking,
forage harvesting, materials handling (skid steer loaders and
attachments), manure handling and feedmaking equipment. The Company
believes that it is currently the largest non-tractor agricultural
equipment manufacturer in North America. Equipment for Gehl Construction
is manufactured in two South Dakota facilities and equipment for Gehl
Agricultural is manufactured in plants in Wisconsin, Pennsylvania and
South Dakota. The Company was founded in 1859 and was incorporated in the
State of Wisconsin in 1890. The Company's principal executive offices are
located at 143 Water Street, West Bend, Wisconsin 53095, and its telephone
number is (414) 334-9461.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale
of shares of Common Stock by the Selling Shareholders. The proceeds from
the sale of the shares of Common Stock offered hereby will be retained by
the Selling Shareholders. See "Selling Shareholders" and "Plan of
Distribution."
SELLING SHAREHOLDERS
The following table sets forth certain information, as of the
date of this Prospectus, regarding the beneficial ownership of shares of
Common Stock by the Selling Shareholders, and as adjusted to reflect the
sale of the 105,749 shares of Common Stock offered hereby.
Percent of
Class of
Shares of Shares of Common Stock Common Stock
Common Stock Common to be to be
Beneficially Stock Beneficially Beneficially
Selling Owned Prior to to be Owned After Owned After
Shareholders Offering(1) Offered Offering Offering
William D. 132,563 56,000 76,563 1.2%
Gehl (2)
Victor A. 92,355 49,749 42,606 0.7
Mancinelli (3)
(1) Includes shares subject to currently exercisable options and
options exercisable within 60 days of the date of this Prospectus
as follows: Mr. Gehl, 33,333 shares; and Mr. Mancinelli, 23,333
shares. Such options were granted to Messrs. Gehl and Mancinelli
under the Gehl Company 1995 Stock Option Plan.
(2) Mr. Gehl is the Chairman of the Board, President and Chief
Executive Officer of the Company.
(3) Mr. Mancinelli is the Executive Vice President and Chief Operating
Officer of the Company.
DESCRIPTION OF CAPITAL STOCK
Authorized Shares
The authorized capital stock of the Company consists of
25,000,000 shares of Common Stock and 2,000,000 shares of Preferred Stock,
$.10 par value (the "Preferred Stock"). The Preferred Stock is issuable
from time to time, without shareholder approval, in series, for such
consideration and with such designations, dividend rates, redemption
prices, liquidation rights and preferences, conversion rights, if any,
sinking fund provisions, if any, and voting rights, if any, as may be
determined by the Board of Directors of the Company. As of June 29, 1996,
there were 6,143,289 shares of Common Stock issued and outstanding. No
shares of Preferred Stock were issued and outstanding as of such date.
Dividend Rights
Subject to the prior rights of the holders of any shares of
Preferred Stock that are outstanding, the Board of Directors of the
Company may in its discretion declare and pay dividends on the Common
Stock out of earnings or assets of the Company legally available for the
payment therefor.
Voting Rights
Except as provided under Wisconsin law and except as may be
determined by the Board of Directors of the Company with respect to any
series of Preferred Stock, only the holders of Common Stock shall be
entitled to vote for the election of directors of the Company and on all
other matters. Subject to the limitations imposed by Wisconsin law as
described below, upon any such vote the holders of Common Stock shall be
entitled to one vote for each share of Common Stock held by them.
Shareholders have no cumulative voting rights in connection with the
election of directors, which means that holders of shares entitled to
exercise more than 50% of the voting power represented at any meeting of
shareholders are entitled to elect all of the directors to be elected at
any such meeting. The terms of the Common Stock generally may be modified
by the affirmative vote of the holders of a majority of the shares of
Common Stock voted at a meeting of shareholders at which a quorum is
present.
Section 180.1150 of the Wisconsin Statutes provides that the
voting power of shares of Wisconsin corporations such as the Company held
by any person or persons acting as a group in excess of 20% of the voting
power in the election of directors is limited to 10% of the full voting
power of those shares. This restriction does not apply to shares acquired
directly from the Company or in certain specified transactions or shares
for which full voting power has been restored pursuant to a vote of
shareholders.
Sections 180.1140 to 180.1144 of the Wisconsin Statutes contain
certain limitations and special voting provisions applicable to specified
business combinations involving Wisconsin corporations such as the Company
and a significant shareholder, unless the board of directors of the
corporation approves the business combination or the shareholder's
acquisition of shares before such shares are acquired. Similarly,
Sections 180.1130 to 180.1133 of the Wisconsin Statutes contain special
voting provisions applicable to certain business combinations, unless
specified minimum price and procedural requirements are met. Following
commencement of a takeover offer, Section 180.1134 of the Wisconsin
Statutes imposes special voting requirements on certain share repurchases
effected at a premium to the market and on certain asset sales by the
corporation, unless, as it relates to the potential sale of assets, the
corporation has at least three independent directors and a majority of the
independent directors vote not to have the provision apply to the
corporation.
Other Rights and Limitations
All shares of Common Stock are entitled to participate equally
in distributions in liquidation, subject to the prior rights of any shares
of Preferred Stock which may be outstanding. Except as the Board of
Directors may in its discretion otherwise determine, holders of Common
Stock have no preemptive rights to subscribe for or purchase shares of the
Company. There are no conversion rights, or sinking fund or redemption
provisions applicable to the Common Stock.
The Company's Board of Directors is divided into three classes
with staggered terms of three years each pursuant to Article IV of the
Restated Articles of Incorporation and the By-Laws of the Company. The
Restated Articles of Incorporation of the Company provide that any
director may be removed from office but only for cause by the affirmative
vote of holders of at least a majority of the voting power of the then
outstanding shares entitled to vote in the election of directors.
However, if at least two-thirds of the directors then in office plus one
director vote to remove a director, such director may be removed without
cause by the affirmative vote of holders of at least a majority of the
voting power of the then outstanding shares of the Company entitled to
vote thereon. The Restated Articles of Incorporation of the Company also
provide that the provisions of the Company's By-Laws regarding the
classification, number, tenure, and requirements for nomination of
directors may only be amended, altered, changed or repealed by the
affirmative vote of holders of at least 75% of the voting power of the
then outstanding shares entitled to vote in the election of directors.
The Board of Directors of the Company may, however, amend these By-Law
provisions by the affirmative vote of two-thirds of the directors then in
office plus one director.
Article V of the Company's Restated Articles of Incorporation
contains a "business combination" provision which provides the Company
with protection comparable to that accorded by Sections 180.1140 to
180.1144 of the Wisconsin Statutes. The affirmative vote of holders of at
least 75% of the voting power of shares entitled to vote in the election
of directors is required to amend, repeal or adopt any provision
inconsistent with Article V of the Company's Restated Articles of
Incorporation.
Article II of the Company's By-Laws provides procedures by which
shareholders may raise matters at annual meetings and call special
meetings. These provisions also establish the procedure for fixing a
record date for special meetings called by shareholders. The affirmative
vote of either (i) holders of at least 75% of the voting power of shares
entitled to vote in the election of directors or (ii) two-thirds of the
directors then in office plus one director is required to amend, repeal or
adopt any provision inconsistent with the foregoing By-Law provisions.
The shares of Common Stock offered by the Selling Shareholders
hereby are fully paid and nonassessable, except as provided by Section
180.0622(2)(b) of the Wisconsin Statutes regarding personal liability of
shareholders for all debts owing to employees of the Company for services
performed but not exceeding six months' service in any one case.
PLAN OF DISTRIBUTION
The distribution of the Common Stock offered hereby by the
Selling Shareholders may be effectuated from time to time, so long as the
Registration Statement remains effective, in one or more transactions that
may take place on The Nasdaq Stock Market, including ordinary brokers'
transactions, in privately-negotiated transactions or through sales to one
or more brokers/dealers for resale of such Common Stock as principals, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions will be paid by the
Selling Shareholders in connection with such sales.
The Company will pay certain of the expenses incident to the
offering of the Common Stock offered hereby to the public. The Company,
however, will not pay for any expenses, commissions or discounts of
underwriters, dealers or agents, which will be paid by the Selling
Shareholders.
LEGAL MATTERS
Certain legal matters in connection with the sale of the Common
Stock offered hereby will be passed upon for the Company by Foley &
Lardner, Milwaukee, Wisconsin.
EXPERTS
The financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K for the year ended December
31, 1995, have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.
<PAGE>
=================================== ==========================
No dealer, salesman or any other
person has been authorized to give
any information or to make any
representations other than those
contained or incorporated by
reference in this Prospectus and,
if given or made, such information
or representations must not be 105,749
relied upon as having been
authorized. Neither the delivery
of this Prospectus nor any sale
made hereunder shall under any GEHL COMPANY
circumstances create any
implication that there has been
no change in the affairs of the Common Stock
Company since the date hereof. ($.10 par value)
This Prospectus does not constitute
an offer to sell or a solicitation
by anyone in any jurisdiction in
which such offer or solicitation
is not authorized or in which the
person making such offer or
solicitation is not qualified
to do so or to anyone to whom
it is unlawful to make such
offer or solicitation.
______________________________
TABLE OF CONTENTS
Page
Available Information . . . . 2
Incorporation of Certain
Documents By Reference . . . 2 -----------------------
The Company . . . . . . . . 4
Use of Proceeds . . . . . . 4 PROSPECTUS
Selling Shareholders . . . . 4
Description of Capital -----------------------
Stock . . . . . . . . . . . 5
Plan of Distribution . . . . 7
Legal Matters . . . . . . . . 7
Experts . . . . . . . . . . . 7
=================================== ==========================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses to be
borne by the Registrant in connection with the issuance and distribution
of the securities being registered hereby.
Securities and Exchange Commission
registration fee . . . . . . . . . .$ 301
Accounting fees and expenses . . . . . 1,000
Legal fees and expenses . . . . . . . . 3,000
Miscellaneous expenses . . . . . . . . 699
------
Total . . . . . . . . .$5,000
======
Item 15. Indemnification of Directors and Officers.
Pursuant to the provisions of the Wisconsin Business Corporation
Law and the Registrant's By-Laws, directors and officers of the Registrant
are entitled to mandatory indemnification from the Registrant against
certain liabilities and expenses (i) to the extent such officers or
directors are successful in the defense of a proceeding and (ii) in
proceedings in which the director or officer is not successful in defense
thereof, unless (in the latter case only) it is determined that the
director or officer breached or failed to perform his or her duties to the
Registrant and such breach or failure constituted: (a) a willful failure
to deal fairly with the Registrant or its shareholders in connection with
a matter in which the director or officer had a material conflict of
interest; (b) a violation of the criminal law unless the director or
officer had reasonable cause to believe his or her conduct was lawful or
had no reasonable cause to believe his or her conduct was unlawful; (c) a
transaction from which the director or officer derived an improper
personal profit; or (d) willful misconduct. It should be noted that the
Wisconsin Business Corporation Law specifically states that it is the
public policy of Wisconsin to require or permit indemnification in
connection with a proceeding involving securities regulation, as described
therein, to the extent required or permitted as described above.
Additionally, under the Wisconsin Business Corporation Law, directors of
the Registrant are not subject to personal liability to the Registrant,
its shareholders or any person asserting rights on behalf thereof for
certain breaches or failures to perform any duty resulting solely from
their status as directors, except in circumstances paralleling those
outlined in (a) through (d) above.
Expenses for the defense of any action for which indemnification
may be available may be advanced by the Company under certain
circumstances.
The indemnification provided by the Wisconsin Business
Corporation Law and the Registrant's By-Laws is not exclusive of any other
rights to which a director or officer of the Registrant may be entitled.
The Company maintains a liability insurance policy for its
directors and officers as permitted by Wisconsin law which may extend to,
among other things, liability arising under the Securities Act of 1933, as
amended.
Item 16. Exhibits.
Exhibit
Number Description of Document
(4.1) Restated Articles of Incorporation of Gehl Company
(incorporated by reference to Exhibit 3.1 to Gehl
Company's Form S-1 Registration Statement (Registration
No. 33-31571)).
(4.2) By-Laws of Gehl Company, as amended (incorporated by
reference to Exhibit 3.3 to Gehl Company's Annual Report
on Form 10-K for the year ended December 31, 1995).
(5) Opinion of Foley & Lardner.
(23.1) Consent of Foley & Lardner (included in Exhibit (5)).
(23.2) Consent of Price Waterhouse LLP
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement).
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of West Bend, State of Wisconsin,
on this 30th day of July, 1996.
GEHL COMPANY
By: /s/ William D. Gehl
William D. Gehl
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated. Each person whose signature
appears below constitutes and appoints William D. Gehl and Michael J.
Mulcahy, and each of them individually, his true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and any additional registration statement to be
filed pursuant to Rule 462(b) under the Securities Act of 1933, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
Chairman of the Board,
President, Chief
Executive Officer and
/s/ William D. Gehl Director (Principal July 30, 1996
William D. Gehl Executive Officer)
Vice President, Finance
and Treasurer
/s/ Kenneth F. Kaplan (Principal Financial
Kenneth F. Kaplan and Accounting Officer) July 30, 1996
/s/ Thomas J. Boldt
Thomas J. Boldt Director July 30, 1996
/s/ Fred M. Butler
Fred M. Butler Director July 30, 1996
/s/ John W. Findley
John W. Findley Director July 30, 1996
/s/ John W. Gehl
John W. Gehl Director July 30, 1996
/s/ William P. Killian
William P. Killian Director July 30, 1996
/s/ Arthur W. Nesbitt
Arthur W. Nesbitt Director July 30, 1996
/s/ Roger E. Secrist
Roger E. Secrist Director July 30, 1996
/s/ John W. Splude
John W. Splude Director July 30, 1996
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
(4.1) Restated Articles of Incorporation of Gehl Company (incorporated
by reference to Exhibit 3.1 to Gehl Company's Form S-1
Registration Statement (Registration No. 33-31571)).
(4.2) By-Laws of Gehl Company, as amended (incorporated by reference
to Exhibit 3.3 to Gehl Company's Annual Report on Form 10-K for
the year ended December 31, 1995).
(5) Opinion of Foley & Lardner.
(23.1) Consent of Foley & Lardner (included in Exhibit (5)).
(23.2) Consent of Price Waterhouse LLP
(24) Power of Attorney relating to subsequent amendments (included on
the signature page to this Registration Statement).
F O L E Y & L A R D N E R
A T T O R N E Y S A T L A W
CHICAGO FIRSTAR CENTER SAN DIEGO
JACKSONVILLE 777 EAST WISCONSIN AVENUE SAN FRANCISCO
LOS ANGELES MILWAUKEE, WISCONSIN 53202-5367 TALLAHASSEE
MADISON TELEPHONE (414) 271-2400 TAMPA
ORLANDO FACSIMILE (414) 297-4900 WASHINGTON, D.C.
SACRAMENTO WEST PALM BEACH
WRITER'S DIRECT LINE
July 30, 1996
Gehl Company
143 Water Street
West Bend, Wisconsin 53095
Gentlemen:
We have acted as counsel for Gehl Company, a Wisconsin
corporation (the "Company"), in conjunction with the preparation of a Form
S-3 Registration Statement (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
proposed sale by the selling shareholders listed therein (the "Selling
Shareholders") of up to 105,749 shares of the Company's common stock, $.10
par value (the "Common Stock").
In connection with our representation, we have examined: (a)
the Registration Statement, including the Prospectus constituting a part
thereof; (b) the exhibits (including those incorporated by reference)
constituting a part of said Registration Statement; (c) the Restated
Articles of Incorporation and By-laws of the Company, as amended to date;
(d) resolutions of the Company's Board of Directors relating to the
authorization of the issuance of the securities subject to the
Registration Statement; and (e) such other documents and records as we
have deemed necessary to enable us to render this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the
laws of the State of Wisconsin.
2. The shares of Common Stock offered by the Selling
Shareholders as contemplated by the Registration Statement are validly
issued, fully paid and nonassessable and no personal liability will attach
to the ownership thereof, except for debts owing to employees of the
Company for services performed, but not exceeding six months' service in
any one case, as provided in Section 180.0622(2)(b) of the Wisconsin
Business Corporation Law and as such section and its predecessors have
been judicially interpreted.
We consent to the use of this opinion as an exhibit to the
Registration Statement, and to the references to our firm therein. In
giving our consent, we do not admit that we are "experts" within the
meaning of Section 11 of the Securities Act or within the category of
persons whose consent is required by Section 7 of the Securities Act.
Very truly yours,
FOLEY & LARDNER
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated February 12, 1996, which appears on page 8 of the 1995 Annual Report
to Shareholders of Gehl Company, which is incorporated by reference in
Gehl Company's Annual Report on Form 10-K for the year ended December 31,
1995. We also consent to the incorporation by reference of our report on
the Financial Statement Schedule, which appears on page 15 of such Annual
Report on Form 10-K. We also consent to the reference to us under the
heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Milwaukee, Wisconsin
July 26, 1996
