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))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 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)
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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:
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
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<PAGE>
GEHL COMPANY
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 16, 1997
To the Shareholders of Gehl Company:
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of
Gehl Company will be held on Wednesday, April 16, 1997, at 3:00 P.M., local
time, at the Cedar Theatre, Cedar Lake Campus, 5595 Highway Z, West Bend,
Wisconsin 53095, for the following purposes:
To elect three directors to hold office until the annual meeting of
shareholders in 2000 and until their successors are duly elected and
qualified.
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 February 20, 1997 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.
A map showing the location of the Cedar Theatre accompanies this
notice and proxy statement.
By Order of the Board of Directors
GEHL COMPANY
Michael J. Mulcahy
Secretary
West Bend, Wisconsin
February 28, 1997
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.
GEHL COMPANY
143 Water Street
West Bend, Wisconsin 53095
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 16, 1997
This proxy statement is being furnished to shareholders by the Board
of Directors (the "Board") of Gehl Company (the "Company") beginning on or
about February 28, 1997, in connection with a solicitation of proxies by the
Board for use at the Annual Meeting of Shareholders to be held on Wednesday,
April 16, 1997, at 3:00 P.M., local time, at the Cedar Theatre, Cedar Lake
Campus, 5595 Highway Z, 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 February 20, 1997,
are entitled to notice of and to vote at the Annual Meeting. On that date,
the Company had outstanding and entitled to vote 6,188,685 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
annual meeting of shareholders in 2000 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 one or more
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). An abstention from voting will be tabulated as a vote
withheld on the election and will be included in computing the number of
shares present for purposes of determining the presence of a quorum, but will
not be considered in determining whether each of the nominees has received a
plurality of the votes cast at the Annual Meeting. A broker or nominee voting
shares registered in its name, or in the name of its nominee, which are
beneficially owned by another person and for which it has not received
instructions as to voting from the beneficial owner, has the discretion to
vote the beneficial owner's shares with respect to the election of
directors.
The following sets forth certain information, as of February 1,
1997, 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, 2000
John W. Findley, 50, has served as Chairman and President of Vine and Branches
Foundation, Inc. (a private philanthropic foundation) since 1995 and has
served as Chairman and President of Cedars of Nemahbin Foundation, Inc. (a
private philanthropic foundation) since June, 1996. Mr. Findley was Chairman,
President, Chief Executive Officer and a director of Findley Adhesives, Inc.
(a manufacturer of various types of adhesives) from 1988 until the time of its
acquisition by Elf Autochem S.A. in January, 1996. Pursuant to the terms of
the sale agreement with Elf Autochem S.A., Mr. Findley remained an employee of
Findley Adhesives, Inc. until his retirement in January, 1997. Mr. Findley
had held various other management positions with Findley Adhesives, Inc. from
1975 to 1988. Mr. Findley has served as a director of the Company since 1993.
John W. Gehl, 55, 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, 69, has served as Chairman since October, 1996 and as
President and Chief Executive Officer and as a director of Nasco International
since 1974 (a mail order and metal fabrication company). 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), Dairy
and Food Industries Supply Association, Inc. (a Washington, D.C. organization
which sponsors 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). Mr. Nesbitt is also President-elect of
Competitive Wisconsin, Inc. (an association of business, education and labor
promoting the State of Wisconsin).
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, 1998
Fred M. Butler, 61, has served as President and Chief Executive Officer of The
Manitowoc Company, Inc. (a manufacturer of cranes and commercial ice cube
machines) since 1990. Mr. Butler has held various management positions with
The Manitowoc Company, Inc. since 1988. Mr. Butler has served as a director
of the Company since 1995. Mr. Butler is also a director of Wisconsin
Manufacturers and Commerce (a business association promoting the improvement
of the economic climate of the State of Wisconsin).
William D. Gehl, 50, has served as Chairman since April, 1996 and 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 has served as a director of the Company since 1987. Mr. Gehl is also a
director and first Vice-Chairman of the Equipment Manufacturers Institute (a
Chicago-based trade association of agricultural and construction equipment
manufacturers), and a director of West Bend Savings Bank (a state financial
institution) and Wisconsin Manufacturers and Commerce (a business association
promoting the improvement of the economic climate of the State of Wisconsin).
Mr. Gehl is a member of the Florida and Wisconsin Bar Associations.
John W. Splude, 51, has served as President and Chief Executive Officer of HK
Systems, Inc. (an integrator and manufacturer of material handling systems and
the successor to Harnischfeger Engineers, Inc.) since October, 1993. Prior to
joining HK Systems, Inc., Mr. Splude served as President of Harnischfeger
Engineers, Inc., a wholly-owned subsidiary of Harnischfeger Industries, Inc.,
since 1987. Mr. Splude has served as a director of the Company since 1995.
Mr. Splude is also Vice Chairman of the Material Handling Institute (a trade
association of material handling equipment manufacturers) and a Regent of the
Milwaukee School of Engineering.
Terms expiring April, 1999
Thomas J. Boldt, 44, has served as President of The Boldt Group, Inc. (a
holding company with subsidiaries involved in general construction,
construction management, real estate development and management and wholesale
plumbing and heating) since 1988. Mr. Boldt held various management positions
with various subsidiaries of The Boldt Group, Inc. from 1976 to 1988. Mr.
Boldt is also a director of M&I Bank, Fox Valley (a national bank) and
Wisconsin Manufacturers and Commerce (a business association promoting the
improvement of the economic climate of the State of Wisconsin) and a Regent of
St. Olaf College. Mr. Boldt has served as a director of the Company since
1996.
William P. Killian, 61, has served as Vice President, Corporate Development
and Strategy, of Johnson Controls, Inc. (a manufacturer of facility services
and control systems, automotive seating systems, plastic packaging and
automotive batteries) since 1987. Mr. Killian is also a director and past
National President of the Association for Corporate Growth (a professional
organization comprised of individuals interested in corporate growth and
mergers and acquisitions), and a director of Aqua-Chem, Inc. (a manufacturer
of industrial boilers and water purification equipment), Interstate Battery
Systems of America, Inc. (a distributor of automotive and industrial
batteries) and Versa Technologies, Inc. (a manufacturer of fluid power systems
and molded silicone and plastic components for medical and industrial
markets). Mr. Killian has served as a director of the Company since 1996.
Roger E. Secrist, 57, 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.
BOARD OF DIRECTORS
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. Boldt, Findley and Splude (Chairman)
are members of the Audit Committee. The Audit Committee held two meetings in
1996.
The Compensation and Benefits Committee determines (subject to Board
approval) compensation levels for the Company's executive officers, reviews
management's recommendations as to the compensation to be paid to other key
personnel and administers the Gehl Company 1995 Stock Option Plan (the 1995
Plan"). The members of the Compensation and Benefits Committee, which held
two meetings in 1996, are Messrs. Butler (Chairman), Findley, Nesbitt and
Secrist.
The functions of the Nominating Committee include 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 1996, are Messrs. J. W. Gehl,
W. D. Gehl, Killian, 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. Non-employee directors receive an annual retainer fee of $10,000
($3,000 of which is payable in Common Stock), plus a fee of $1,000 for each
Board meeting and a fee of $750 ($1,000 for the committee chairman) for each
committee meeting attended.
In addition to the compensation described above, each of Messrs.
Boldt, Butler, Findley, Killian, Nesbitt, Secrist and Splude automatically
received an option for 2,000 shares of Common Stock at a per share exercise
price of $7.625 on April 26, 1996 in accordance with the terms of the 1995
Plan. Under the 1995 Plan, each non-employee director (if he continues to
serve in such capacity) will, on the day after the annual meeting of
shareholders in each year, automatically be granted an option to purchase
2,000 shares of Common Stock. Options granted to non-employee directors under
the 1995 Plan have a per share exercise price equal to 100% of the market
value of a share of Common Stock on the date of grant and become exercisable
ratably over the three-year period following the date of grant, except that if
the non-employee director ceases to be a director by reason of death,
disability or retirement within three years after the date of grant or in the
event of a change of control of the Company" (as defined in the 1995 Plan)
within three years after the date of grant, the option will become immediately
exercisable in full. Options granted to non-employee directors terminate on
the earlier of (a) ten years after the date of grant or (b) twelve months
after the non-employee director ceases to be a director of the Company. No
options granted under the 1995 Plan were exercised by non-employee directors
during fiscal 1996.
The Board held five meetings in 1996. Each director, except for Mr.
Secrist, 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 1996.
PRINCIPAL SHAREHOLDERS
Management
The following table sets forth certain information, as of February
1, 1997, regarding beneficial ownership of Common Stock by each director,
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 Shares of
or Number in Group Common Percent
Stock Beneficially of
Owned(1) Class
William D. Gehl . . . . . . . . . . . . 141,563 2.3%
Thomas J. Boldt . . . . . . . . . . . . 276 *
Fred M. Butler . . . . . . . . . . . . 776 *
John W. Findley . . . . . . . . . . . . 1,276 *
John W. Gehl . . . . . . . . . . . . . 406,137 (2) 6.6%
William P. Killian . . . . . . . . . . 1,276 *
Arthur W. Nesbitt . . . . . . . . . . . 2,801 *
Roger E. Secrist . . . . . . . . . . . 576 *
John W. Splude . . . . . . . . . . . . 576 *
Victor A. Mancinelli . . . . . . . . . 92,355 1.5%
Michael J. Mulcahy . . . . . . . . . . 16,344 *
All directors, nominees and executive
officers as group (13 persons) . . . . 692,600 11.0%
* The amount shown is less than 1% of the outstanding shares.
(1) Includes shares subject to exercisable options as of February 1, 1997,
and options exercisable within 60 days of such date, as follows: Mr. W.
D. Gehl, 33,333 shares; Mr. Mancinelli, 23,333 shares; Mr. J. W. Gehl,
13,333 shares; Mr. Mulcahy, 13,333 shares; and all directors, nominees
and executive officers as a group, 108,664 shares.
(2) Includes (i) 72,754 shares held by the Mark M. Gehl Family Trust over
which Mr. J. W. Gehl has sole voting power but no dispositive power, and
(ii) 13,333 shares subject to options which were either exercisable as of
February 1, 1997 or exercisable within 60 days of such date. The total
set forth in the table does not include 5,000 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.
Other Beneficial Owners
The following table sets forth certain information, as of December
31, 1996, 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 on Schedule
13G made by the beneficial owners with the Securities and Exchange Commission.
Amount and Nature of
Beneficial Ownership
Voting Power Investment Power
Name and Address Percent
of Beneficial Owner Sole Shared Sole Shared Aggregate of Class
Heartland Advisors, Inc.
790 N. Milwaukee St.
Milwaukee, WI 53202 . . 571,500 -0- 660,000 -0- 660,000 10.7%
Pioneering Management
Corporation
60 State Street
Boston, MA 02109 . . . 323,000 -0- -0- 323,000 323,000 5.2%
EXECUTIVE COMPENSATION
Summary Compensation Information
The following table sets forth certain information regarding
compensation awarded to, earned by or paid to each of the Company's Chief
Executive Officer and the three most highly compensated executive officers
other than the Chief Executive Officer. No other officer of the Company
earned cash compensation in excess of $100,000 during the 1996 fiscal year.
The executive officers named in the table below are sometimes referred to
herein as the "named executive officers."
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation
Compensation (a) Awards
Securities
Name and Salary Bonus Underlying All Other
Principal Position Year ($) ($)(b) Options Compensation
William D. Gehl 1996 200,000 118,467 --- 4,955 (c)
Chairman, President 1995 173,077 --- 100,000 3,748
and Chief Executive 1994 150,000 --- --- 2,010
Officer
Victor A. Mancinelli 1996 175,000 103,658 --- 5,777 (d)
Executive Vice 1995 147,404 --- 70,000 3,993
President and 1994 140,000 --- --- 2,389
Chief Operating
Officer
John W. Gehl 1996 85,473 35,479 3,500 3,428 (e)
Vice President, 1995 82,983 9,000 7,500 2,595
International 1994 74,884 4,500 5,000 2,582
Michael J. Mulcahy 1996 78,565 27,964 5,000 2,334 (f)
Vice President, 1995 76,306 10,000 7,500 1,432
Secretary and 1994 72,997 5,000 5,000 1,255
General Counsel
(a) On January 5, 1996, the Company repurchased 40,428 and 35,965 shares of
Common Stock from Messrs. W. D. Gehl and Mancinelli, respectively, in
private transactions. The proceeds of these sales were applied by
Messrs. W. D. Gehl and Mancinelli to pay withholding taxes resulting from
the lapsing of restrictions on shares of restricted Common Stock granted
to such individuals in 1992. The Company repurchased the shares at a per
share price of $7.00, which reflected the closing price of the Common
Stock on The Nasdaq Stock Market on January 5, 1996. The repurchase of
shares was approved by the Board.
(b) The amounts shown in this column for 1996 do not include bonus amounts in
excess of target which are credited to a bonus bank" maintained for each
of the named executive officers. Such bonus amounts in the bonus bank
for each of the named executive officers are scheduled to be paid out
over time, but remain at risk" and subject to loss pursuant to the
Company's "Shareholder Value Added" plan.
(c) Includes for 1996 (i) $2,608 in life insurance premiums paid by the
Company, (ii) an amount of $552 paid to Mr. W. D. Gehl for the purchase
of long-term disability insurance and (iii) a matching contribution of
$1,795 under the Gehl Savings Plan, a 401(k) Plan.
(d) Includes for 1996 (i) $2,895 in life insurance premiums paid by the
Company, (ii) an amount of $552 paid to Mr. Mancinelli for the purchase
of long-term disability insurance and (iii) a matching contribution of
$2,330 under the Gehl Savings Plan, a 401(k) Plan.
(e) Includes for 1996 (i) $1,888 in life insurance premiums paid by the
Company, (ii) an amount of $400 paid to Mr. J. W. Gehl for the purchase
of long-term disability insurance and (iii) a matching contribution of
$1,140 under the Gehl Savings Plan, a 401(k) Plan.
(f) Includes for 1996 (i) $768 in life insurance premiums paid by the
Company, (ii) an amount of $368 paid to Mr. Mulcahy for the purchase of
long-term disability insurance and (iii) a matching contribution of
$1,198 under the Gehl Savings Plan, a 401(k) Plan.
Stock Options
The Company has in effect the 1995 Plan pursuant to which options to
purchase Common Stock may be granted to key employees (including executive
officers) of the Company and its subsidiaries. The following table presents
certain information as to grants of stock options made during fiscal 1996 to
each of the named executive officers.
Option Grants in 1996 Fiscal Year
Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation for
Individual Grants Option Term(2)
Percentage
of
Total
Options
Number of Granted to Exercise
Securities Employees or At 5% At 10%
Underlying in Base Annual Annual
Options Fiscal Price Expiration Growth Growth
Name Granted(1) Year ($/share) Date Rate Rate
William D. Gehl --- --- --- --- --- ---
Victor A. Mancinelli --- --- --- --- --- ---
John W. Gehl 3,500 2.5% $9.375 12/19/06 $20,636 $52,295
Michael J. Mulcahy 5,000 3.6% $9.375 12/19/06 $29,479 $74,706
(1) The options reflected in the table for Messrs. J. W. Gehl and
Mulcahy (which are non-qualified options for purposes of the
Internal Revenue Code) were granted under the 1995 Plan and vest
ratably over the three-year period from the date of grant.
Vesting of the options will be accelerated in the event of the
optionee's death or disability or in the event of a change of
control of the Company.
(2) This presentation is intended to disclose a potential value which would
accrue to the optionee if the option were exercised the day before it
would expire and if the per share value had appreciated at the
compounded annual rate indicated in each column. The assumed rates of
appreciation of 5% and 10% are prescribed by the rules of the Securities
and Exchange Commission regarding disclosure of executive compensation.
The assumed annual rates of appreciation are not intended to forecast
possible future appreciation, if any, with respect to the price of the
Common Stock.
The following table sets forth information regarding the fiscal
year-end value of unexercised options held by the named executive officers.
No options were exercised by the named executive officers during 1996.
Fiscal Year-End Option Values
Number of Securities Value of Unexercised in-
Underlying Unexercised the-Money Options at
Options at Fiscal Year-End Fiscal Year-End ($)(1)
Name Exercisable Unexercisable Exercisable Unexercisable
William D. Gehl 33,333 66,667 $79,166 $158,334
Victor A. Mancinelli 23,333 46,667 $81,666 $163,335
John W. Gehl 13,333 10,167 $57,823 $30,775
Michael J. Mulcahy 13,333 11,667 $57,823 $33,025
(1) The dollar values are calculated by determining the difference between
the fair market value of the underlying Common Stock and the exercise
price of the options at fiscal year-end.
Retirement Plan
The Company maintains a defined benefit pension plan (the
"Retirement Plan") to provide retirement benefits to certain employees,
including the named executive officers. 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
Annual Estimated Annual Benefits Payable at Age 65
Average For Indicated Years of Credited Service
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
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 each of the named
executive officers is such person's salary as shown in the Summary
Compensation Table subject to a $150,000 maximum as provided in the Internal
Revenue Code. The number of years of credited service as of December 31, 1996
that will be recognized for Messrs. W. D. Gehl, Mancinelli, J. W. Gehl and
Mulcahy is 4.2 years, 4.2 years, 33.8 years and 21.6 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 50% of average monthly compensation computed
by reference to the base salary and cash bonus earned for the highest five (5)
calendar years within the last ten (10) completed calendar years of service
preceding termination, less any amounts Mr. W. D. Gehl would be entitled to
receive under the Retirement Plan or pursuant to Social Security. 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 20% and does not
include an offset for Retirement Plan and Social Security benefits. The
supplemental retirement benefit agreements provide for a pre-retirement death
benefit consisting of ten annual payments in the amount of 30% of the average
annual compensation computed by reference to the five highest annual base
salaries and cash bonuses earned within the last ten calendar years preceding
the date of death. Benefits vest under the supplemental retirement benefit
agreements at a rate of 10% per year for the first four years of service with
the Company 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, or in the event of the executive's disability,
benefits become 100% vested. As of December 31, 1996, Messrs. W. D. Gehl and
Mancinelli were 40% vested under their respective agreements. The
supplemental retirement benefit agreements also contain covenants not to
compete which cover Messrs. W. D. Gehl and Mancinelli for a two-year period
following their termination of employment. Failure to comply with such
provisions will result in a forfeiture of benefits under the agreements.
The Company has also entered into supplemental retirement benefit
agreements under which Messrs. J. W. Gehl and Mulcahy will receive a monthly
retirement benefit for fifteen years. Under the agreements, the monthly
benefit to be received by Messrs. J. W. Gehl and Mulcahy is computed by
multiplying a vesting percentage by the product of (i) a monthly salary amount
computed by reference to the highest base salaries earned by Messrs. J. W.
Gehl and Mulcahy during a consecutive five-year period and (ii) 10%. The
supplemental retirement benefit agreements provide for a pre-retirement death
benefit consisting of five annual payments in the amount of 30% of the average
annual salary computed by reference to the highest base salaries earned during
a consecutive five-year period preceding the date of death. Messrs. J. W.
Gehl and Mulcahy are fully vested under their respective supplemental
retirement benefit agreements. The supplemental retirement benefit agreements
also contain a covenant not to compete which covers Messrs. J. W. Gehl and
Mulcahy for a two-year period following termination of employment. Failure to
comply with such provisions will result in a forfeiture of benefits under the
agreements.
Assuming full vesting, the estimated annual benefits payable to
Messrs. W. D. Gehl, Mancinelli, J. W. Gehl and Mulcahy under the supplemental
retirement benefit agreements based upon their current salaries (and cash
bonuses with respect to Messrs. W. D. Gehl and Mancinelli) would be $159,233
(less any amounts Mr. W. D. Gehl would be entitled to receive under the
Retirement Plan or pursuant to Social Security), $55,732, $8,547 and $7,856,
respectively.
Employment Agreements
The Company has employment agreements with Messrs. W. D. Gehl and
Mancinelli pursuant to which they are to serve as the President and Chief
Executive Officer, and the Executive Vice President and Chief Operating
Officer, of the Company, respectively, through December 31, 1998 in the case
of Mr. W. D. Gehl and through September 30, 1998 in the case of Mr.
Mancinelli. During the term of their respective employment agreements, Mr.
W. D. Gehl and Mr. Mancinelli will be paid minimum annual base salaries of
$200,000 and $175,000, respectively. The base salaries paid to Messrs. W. D.
Gehl and Mancinelli under their respective employment agreements will be
reviewed at least annually by the Board or a committee thereof and may be
increased or decreased at that time subject to the minimum base salaries
described in the preceding sentence.
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 as well as the opportunity to continue to
participate in the Company's employee benefit plans for such period. In the
event a "change of control" (as defined in each of the respective employment
agreements) occurs during the term of employment and the executive officer is
terminated without cause thereafter, the executive officer will receive his
base salary and fringe benefits for a specified period after the termination
(two (2) years in the case of Mr. W. D. Gehl and one (1) year in the case of
Mr. Mancinelli). Under the terms of their respective employment agreements,
Messrs. W. D. Gehl and Mancinelli are also entitled to receive, among other
benefits, an annual cash bonus and certain life insurance coverage. Under
their respective employment agreements, Messrs. W. D. Gehl and Mancinelli are
subject to certain covenants not to compete following termination of their
employment with the Company.
Report on Executive Compensation
This Report on Executive Compensation describes the policies
employed generally by the Compensation and Benefits Committee for the
development of the Company's executive compensation program and the
application of these policies to executive compensation during fiscal 1996.
The members of the Compensation and Benefits Committee during fiscal 1996 were
Messrs. Butler (Chairman), Findley, Nesbitt and Secrist.
Function of the Compensation and Benefits Committee:
The Compensation and Benefits Committee is responsible for various
aspects of the Company's compensation program for its executive officers.
The Compensation and Benefits Committee develops the compensation
program for executive officers, including the award of stock options under the
1995 Plan. Final approval of the Company's executive compensation package
determined by the Compensation and Benefits Committee (other than the grant of
options under the 1995 Plan, which grants are at the sole discretion of the
Committee) is the responsibility of the Board. During fiscal 1996, the Board
adopted the recommendations of the Compensation and Benefits Committee without
material modification.
Executive Compensation and Stock Option Policies:
The basic policy of the Compensation and Benefits 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. The compensation package for executive
officers consists of base salary, opportunities for cash bonuses and equity-
based awards, including stock options, and participation in other employee
benefits plans offered by 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. Based upon the continued
improvement of the financial performance of the Company throughout fiscal
1995, when compared with fiscal 1994, the Compensation and Benefits Committee
accepted management's proposal and in turn recommended and the Board approved
a general 3.0% salary increase effective January 1, 1996 for all salaried
employees, including executive officers, except for Messrs. W. D. Gehl and
Mancinelli who had salaries determined pursuant to employment agreements. See
"Executive Compensation-Employment Agreements."
In addition to base salaries, the Company's compensation package
includes an opportunity for key employees (including the executive officers)
to earn cash bonuses. The Company has in effect a program for its officers
and other key managers that awards incentive compensation based upon a
calculation of "Shareholder Value Added" or SVA. The Company's SVA plan
emphasizes economic value creation which occurs when a business generates a
financial return that exceeds the total cost of capital employed.
Specifically, the Company's plan defines SVA as the difference between (a) net
operating profit after tax and (b) the charge for capital employed in the
business. The Company's SVA plan is designed to reward those executive
officers and key managers who use Company assets most productively, reduce
costs and create efficiencies throughout the Company's organization. Under the
Company's SVA plan, target bonuses calculated as a percent of salary are fixed
by the Compensation and Benefits Committee. Awards paid to participants
serving in an identified "value center" (e.g., a specific manufacturing
facility) under the SVA plan are based 30% (as a minimum) on total Company
performance with the remainder of the award based on the performance of the
respective value center(s). Awards to participants with corporate
responsibilities are based entirely on Company performance. Target SVA levels
were established by the Compensation and Benefits Committee in 1996 and adjust
automatically on an annual basis by a predetermined improvement factor. The
Company's plan also incorporates a "bonus bank" into which bonuses in excess
of target are credited. Such bonus amounts are thereafter scheduled to be
paid out over time, but remain "at risk" and subject to loss depending on
future Company and value center performance as determined under the SVA plan.
Bonuses paid to the named executive officers for 1996 performance under the
SVA plan are reflected in the "Bonus" column of the Summary Compensation
Table.
To provide an additional 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. The Company
currently has in effect the 1995 Plan under which awards of stock options may
be made to the executive officers. The general purpose of the 1995 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 granted by the Company have a per share exercise price of 100% of the
fair market value of a share of Common Stock on the date of grant and,
accordingly, the value of the option will be dependent on the future market
value of the Common Stock. Stock options awarded by the Company generally
vest over a three-year period. Consideration is given to 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.
In addition, consideration is given to 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. Although these factors are
considered, no specific weight is assigned to one factor as compared to the
others in making an option grant determination. Options relating to an
aggregate of 17,000 shares of Common Stock were awarded to the executive
officers in 1996.
In addition to base salary, cash bonus opportunity, 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:
During 1996, Mr. W. D. Gehl was paid a base salary of $200,000.
Pursuant to the Company's employment agreement with Mr. W. D. Gehl, this base
salary is subject to review on at least an annual basis and may be increased
or decreased as determined to be appropriate, provided that his annual base
salary may not be decreased below $200,000. In fixing the 1996 base salary,
the Compensation and Benefits Committee considered the qualifications and
experience Mr. W. D. Gehl brings to the Company and the Company's performance
during Mr. W. D. Gehl's tenure with the Company as Chief Executive Officer,
and also reviewed salaries paid by comparable companies. Based on this
review, the Compensation and Benefits Committee fixed Mr. W. D. Gehl's base
salary slightly below the average salary for chief executive officers at
companies comparable in size to the Company. The variable portion of Mr. W.
D. Gehl's compensation package (performance-based bonus and stock options)
provides Mr. W. D. Gehl with an opportunity to receive a total compensation
package comparable to chief executive officers at companies situated similarly
to the Company. For fiscal 1996 performance, Mr. W. D. Gehl received a cash
bonus of $118,467 under the Company's SVA plan. Mr. W. D. Gehl did not
receive a stock option grant during fiscal 1996.
Deductibility of Executive Compensation:
Under Section 162(m) of the Internal Revenue Code, a tax deduction
by specified corporate taxpayers, including the Company, is limited with
respect to the compensation of certain executive officers unless such
compensation is based upon performance objectives meeting certain regulatory
criteria or is otherwise excluded from the limitation. The Compensation and
Benefits Committee intends to qualify compensation paid to the Company's
executive officers for deductibility by the Company under Section 162(m).
COMPENSATION AND BENEFITS COMMITTEE
Fred M. Butler (Chairman)
John W. Findley
Arthur W. Nesbitt
Roger E. Secrist
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 and the Standard &
Poor's Machinery-Diversified Index. The graph assumes $100 was invested on
December 31, 1991 in each of the three alternatives.
<TABLE>
Comparison of Five Year Cumulative Market Performance
Among S&P 500 Index, S&P Diversified Machinery Index, and the Company
(Assumes $100 invested December 31, 1991 with dividends reinvested)
<CAPTION>
December December December December December December
31, 1991 31, 1992 31, 1993 31, 1994 31, 1995 31, 1996
<S> <C> <C> <C> <C> <C> <C>
S&P Composite
500 $100 $104 $112 $110 $148 $178
S&P
Diversified
Machinery $100 $100 $145 $138 $167 $204
Gehl $100 $ 76 $147 $151 $173 $263
</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 LLP as the Company's independent
auditors for 1997. Price Waterhouse LLP acted as the independent auditors for
the Company for the year ended December 31, 1996. Representatives of Price
Waterhouse LLP 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
1998 annual meeting and have included in the Company's proxy statement must be
received by the Company by the close of business on October 31, 1997. In
addition, a shareholder who otherwise intends to present business at the 1998
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
will 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
February 28, 1997
<PAGE>
GEHL COMPANY
This Proxy is Solicited on Behalf of the Board of Directors
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 February 20, 1997 at the annual meeting of shareholders to be held on
April 16, 1997, or any adjournment or postponement thereof.
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.
DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED
1. ELECTION OF DIRECTORS (terms expiring at the 2000 Annual Meeting)
1-John W. Findley, 2-John W. Gehl, 3-Arthur W. Nesbitt
____ FOR all listed nominees ____WITHHOLD AUTHORITY
to vote for all listed nominees
(INSTRUCTIONS: To withhold authority to vote for any indicated nominee,
write the number(s) of the nominee(s) in the box provided to the right.)
____________
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
Address Change? Mark Box _______ Indicate changes below.
_________________________________________________________
Date________________ No. of shares ______________
______________________________________________________________________
Signature(s) in Box
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.
<PAGE>
GEHL COMPANY
This Proxy is Solicited on Behalf of the Board of Directors
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 February 20, 1997 at the annual meeting of shareholders to be held on
April 16, 1997, or any adjournment or postponement thereof.
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.
DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED
GEHL SAVINGS PLAN
1. ELECTION OF DIRECTORS (terms expiring at the 2000 Annual Meeting)
1-John W. Findley, 2-John W. Gehl, 3-Arthur W. Nesbitt
____ FOR all listed nominees ____WITHHOLD AUTHORITY
to vote for all listed nominees
(INSTRUCTIONS: To withhold authority to vote for any indicated nominee,
write the number(s) of the nominee(s) in the box provided to the right.)
____________
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
Address Change? Mark Box _______ Indicate changes below.
_________________________________________________________
Date________________ No. of shares ______________
______________________________________________________________________
Signature(s) in Box
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.
<PAGE>
FOR EDGAR FILING
- ----------------
February 27, 1997
Our 138th 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 1997 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
1997 Proxy Statement for its 1997 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 February 28, 1997.
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>
