As filed with the Securities and Exchange Commission on May 4, 1998
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)
_______________________
William D. Gehl
Chairman, President and Chief Executive Officer
Gehl Company
143 Water Street
West Bend, Wisconsin 53095
(414) 334-9461
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
______________________________
With a copy to:
Jay O. Rothman
Foley & Lardner
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5367
(414) 271-2400
____________________________
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) under 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 Proposed
Amount to Maximum Maximum
Title of Each Class be Offering Aggregate Amount of
of Securities to be Registered Price Offering Registration
Registered (1) Per Unit(2) Price(2) Fee
Common Stock, $.10 130,000 $ 18.50 $ 2,405,000 $ 709.48
par value, with shares
attached Preferred and rights
Share Purchase
Rights
(1) Each share of Gehl Company Common Stock has attached thereto one
Preferred Share Purchase Right.
(2) 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 National Market on April 28, 1998. The value
attributable to the Rights is reflected in the price of the Common
Stock.
______________________
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 MAY 4, 1998
PROSPECTUS
130,000 Shares
GEHL COMPANY
Common Stock
($.10 par value)
_________________
This Prospectus relates to the sale of up to 130,000 shares of common
stock, $.10 par value (the "Common Stock"), of Gehl Company, a Wisconsin
corporation (the "Company"), by a shareholder of the Company (the "Selling
Shareholder"). The Company will not receive any of the proceeds from the
sale of the shares being sold by the Selling Shareholder. See "Selling
Shareholder."
The Common Stock is traded on The Nasdaq National Market under the
symbol GEHL. On April 29, 1998, the last reported sale price of the
Common Stock on The Nasdaq National Market was $18.50 per share. In the
Prospectus, unless the context otherwise requires, all references to the
Common Stock include the accompanying rights (the "Rights") to purchase
shares of Series A Preferred Stock, $.10 par value, of the Company
pursuant to a Rights Agreement, dated as of May 28, 1997, between the
Company and Firstar Trust Company, as Rights Agent (the "Rights
Agreement"). See "Description of Capital Stock - Preferred Share Purchase
Rights".
The Company will pay certain of the expenses of this offering. The
Selling Shareholder, 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
Shareholder directly or through 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 , 1998
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.
<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
Northwestern Atrium 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. The Commission maintains a Web site that contains reports, proxy
statements and other information regarding registrants that file
electronically with the Commission. The address of the 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 with the Commission
pursuant to the Exchange Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K, as amended, for the
year ended December 31, 1997.
2. The Company's Registration Statement on Form 8-A, dated November
13, 1989, under the Exchange Act with respect to the Common
Stock, including any amendment or reports filed for the purpose
of updating such description.
3. The Company's Registration Statement on Form 8-A, dated May 28,
1997, under the Exchange Act with respect to the Preferred
Stock Purchase Rights, including any amendment or reports 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, General
Counsel and Secretary (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, telescopic
handlers and asphalt pavers used by contractors, sub-contractors, owner
operators and municipalities. The Company's agricultural segment ("Gehl
Agriculture") has manufactured agricultural implements for 139 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 one of
the largest non-tractor agricultural equipment manufacturers in North
America.
Equipment for Gehl Construction is manufactured in Minnesota and in
two South Dakota facilities and equipment for Gehl Agriculture 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 principal executive offices of the Company are located at
143 Water Street, West Bend, Wisconsin, 53095, and its telephone number is
(414) 334-9461.
On March 3, 1998, the Company issued 130,000 shares of Common Stock
to the Selling Shareholder in connection with the exercise of Common Stock
Purchase Warrants dated June 4, 1997 (the "Warrants"). The Selling
Shareholder acquired the Warrants in a private purchase transaction on May
27, 1997 from the State of Wisconsin Investment Board. The Warrants were
initially issued by the Company in March, 1993.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of
shares of Common Stock by the Selling Shareholder. The proceeds from the
sale of the shares of Common Stock offered hereby will be retained by the
Selling Shareholder. See "Selling Shareholder" and "Plan of
Distribution."
SELLING SHAREHOLDER
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 Shareholder, and as adjusted to reflect the sale of
the 130,000 shares of Common Stock offered hereby.
Shares of Shares of Common Stock Percent of
Common Stock Common to be Class to be
Beneficially Stock to Beneficially Beneficially
Selling Owned Prior be Owned After Owned After
Shareholder to Offering Offered Offering Offering
James H. Dahl 1 478,400 130,000 348,400 5.4%
__________________
1 The shares of Common Stock reflected in the table as beneficially
owned by James H. Dahl consist of shares held by (i) William L. Dahl,
SVCC TTEE, The Dahl Children's Trust, FBO James A. Dahl U/A/D 12-31-
84; (ii) William L. Dahl, SVCC TTEE, The Dahl Children's Trust, FBO
Kathryn W. Dahl U/A/D 12-31-84; and (iii) Rock Creek Partners, Ltd.,
a Florida limited partnership, as to which Mr. Dahl has sole voting
and investment power.
The Selling Shareholder acquired the shares of Common Stock offered
hereby in the transactions described under the caption "The Company."
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 25,000,000 shares
of Common Stock, par value $.10 per share, and 2,000,000 shares of
Preferred Stock, par value $.10 per share (the "Preferred Stock"). As of
April 1, 1998, there were 6,397,324 shares of Common Stock issued and
outstanding and no shares of Preferred Stock issued and outstanding.
Common Stock
Subject to Section 180.1150 of the Wisconsin Business Corporation Law
(described below under "Certain Statutory Provisions"), holders of Common
Stock are entitled to one vote for each share of Common Stock held by them
on all matters properly presented to shareholders. 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. Subject to the
prior rights of the holders of any shares of Preferred Stock that are
outstanding, in the event the Company is liquidated, any amounts remaining
after the discharge of outstanding indebtedness will be paid pro rata to
the holders of the Company's Common Stock. The shares of Common Stock
offered by the Selling Shareholder hereby are legally issued, fully paid
and nonassessable, except for certain statutory liabilities which may be
imposed by Section 180.0622(2)(b) of the Wisconsin Business Corporation
Law for unpaid employee wages.
Preferred Stock
The Company's Board of Directors is authorized to issue from
time to time, without shareholder authorization, in one or more designated
series, shares of Preferred Stock with such dividend, redemption,
conversion and exchange provisions as are provided in the particular
series. No dividends or other distributions are to be payable on the
Common Stock unless dividends are paid in full on the Preferred Stock and
all sinking fund obligations for the Preferred Stock, if any, are fully
funded. In the event of a liquidation or dissolution of the Company, the
outstanding shares of Preferred Stock would have priority over the Common
Stock to receive the amount specified in each particular series out of the
remaining assets of the Company.
In connection with the issuance of the Rights described below, the
Company's Board of Directors has authorized a series of Preferred Stock
designated as Series A Preferred Stock (the "Series A Preferred Stock").
Shares of Series A Preferred Stock purchasable upon the exercise of Rights
will not be redeemable. Each share of Series A Preferred Stock will be
entitled to a minimum preferential quarterly dividend payment of $1.00 per
share but will be entitled to an aggregate dividend of 100 times the
dividend declared per share of Common Stock. In the event of liquidation,
the holders of the shares of Series A Preferred Stock will be entitled to
an aggregate payment of $100 per share but will be entitled to an
aggregate payment of 100 times the payment made per share of Common Stock.
Each share of Series A Preferred Stock will have 100 votes, voting
together with the Common Stock. Finally, in the event of any merger,
consolidation or other transaction in which Common Stock are exchanged,
each share of Series A Preferred Stock will be entitled to receive 100
times the amount received per share of Common Stock. These rights are
protected by customary antidilution provisions. There are no shares of
Series A Preferred Stock currently outstanding.
The issuance of any series of Preferred Stock, including the Series A
Preferred Stock, may have an adverse effect on the rights of holders of
Common Stock, and could decrease the amount of earnings and assets
available for distribution to holders of Common Stock. In addition, any
issuance of Preferred Stock could have the effect of delaying, deferring
or preventing a change in control of the Company.
Preferred Share Purchase Rights
The Company has entered into the Rights Agreement pursuant to which each
outstanding share of Common Stock (including the shares being sold by the
Selling Shareholder in this offering) has attached thereto one Right and
each share subsequently issued by the Company prior to the expiration of
the Rights Agreement will likewise have attached thereto one Right. Under
certain circumstances described below, the Rights will entitle the holder
thereof to purchase additional shares of Common Stock. In this
Prospectus, unless the context otherwise requires, all references to the
Common Stock include the accompanying Rights.
Currently, the Rights are not exercisable and trade with the Common
Stock. In the event the Rights become exercisable, each Right (unless
held by a person or group which beneficially owns more than 15% of the
outstanding Common Stock) will initially entitle the holder to purchase
one one-hundredth of a share of Series A Preferred Stock at a purchase
price of $55, subject to adjustment. The Rights will only become
exercisable if a person or group has acquired, or announced an intention
to acquire, 15% or more of the outstanding shares of Common Stock. Under
certain circumstances, including the existence of a 15% acquiring party,
each holder of a Right, other than the acquiring party, will be entitled
to purchase at the Right's then-current exercise price, Common Stock
having a market value of two times the exercise price. In the event of
the acquisition of the Company by another corporation subsequent to a
party acquiring 15% or more of the Common Stock, each holder of a Right
will be entitled to receive the acquiring corporation's common shares
having a market value of two times the exercise price. The Rights may be
redeemed at a price of $.01 per Right prior to the existence of a 15%
acquiring party, and thereafter may be exchanged for one share of Common
Stock per Right prior to the existence of a 50% acquiring party. The
Rights will expire on May 28, 2007. Under the Rights Agreement, the Board
of Directors of the Company may reduce the thresholds applicable to the
Rights from 15% to not less than 10%. The Rights do not have voting or
dividend rights and, until they become exercisable, have no dilutive
effect on the earnings of the Company.
Certain Charter and By-Law Provisions
The Company's Board of Directors is divided into three equal 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
Company's classified Board provisions also restrict the removal of
directors from office and authorize the remaining directors to fill Board
vacancies for the unexpired portion of a director's term. 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 the provisions relating to the classified
Board. The Board may, however, amend the By-law provisions relating to
the staggered Board by the affirmative vote of two-thirds of the directors
then in office plus one director.
Article V of the Company's Restated Articles 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 Business Corporation Law. See "Certain Statutory Provisions."
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.
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.
Certain Statutory Provisions
Section 180.1150 of the Wisconsin Business Corporation Law 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 Business Corporation Law
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 Business Corporation Law
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 Business Corporation Law 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.
PLAN OF DISTRIBUTION
The distribution of the Common Stock offered hereby by the Selling
Shareholder 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 National 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 Shareholder in connection with such sales. In addition, the
Common Stock may be sold, to the extent permitted, from time to time in
transactions effected in accordance with the provisions of Rule 144 under
the Exchange Act.
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 dealers or agents,
which will be paid by the Selling Shareholder.
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, 1997 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 relied upon as having been
authorized. Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create any implication that there
has been no change in the affairs of the Company since the date hereof.
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Selling Shareholder . . . . . . . . . . . . . . . . . . . . . . . . . 4
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . 4
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . 7
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
<PAGE>
130,000 Shares
GEHL COMPANY
Common Stock
($.10 par value)
_________________________
PROSPECTUS
_________________________
<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 . . . . $ 710
Accounting fees and expenses . . . . . . . . . . . . . . . . 1,500
Legal fees and expenses . . . . . . . . . . . . . . . . . . 5,000
Miscellaneous expenses . . . . . . . . . . . . . . . . . . . 790
-----
Total . . . . . . . . . . . . . . . . . . . . . . . . . $8,000
=====
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. 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, as amended, of
Gehl Company [Incorporated by reference to Exhibit 3.2
to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 28, 1997].
(4.2) By-laws of Gehl Company, as amended [Incorporated by
reference to Exhibit 3.3 of the Company's Annual
Report on Form 10-K for the year ended December 31,
1995].
(4.3) Common Stock Purchase Warrant No. 2, dated June 4,
1997, from Gehl Company to William L. Dahl, SVCC TTEE,
The Dahl Children's Trust, FBO James A. Dahl U/A/D 12-
31-84 [Incorporated by reference to Exhibit 4.7 of the
Company's Annual Report on Form 10-K for the year
ended December 31, 1997].
(4.4) Common Stock Purchase Warrant No. 3, dated June 4,
1997, from Gehl Company to William L. Dahl, SVCC TTEE,
The Dahl Children's Trust, FBO Kathryn W. Dahl U/A/D
12-31-84 [Incorporated by reference to Exhibit 4.8 of
the Company's Annual Report on Form 10-K for the year
ended December 31, 1997].
(4.5) Common Stock Purchase Warrant No. 4, dated June 4,
1997, from Gehl Company to Rock Creek Partners, Ltd.
[Incorporated by reference to Exhibit 4.9 of the
Company's Annual Report on Form 10-K for the year
ended December 31, 1997].
(4.6) Rights Agreement, dated as of May, 1997, between Gehl
Company and Firstar Trust Company [Incorporated by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form 8-A, dated as of May 28, 1997].
(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).
All documents incorporated by reference are to Commission File No.
0-18110.
<PAGE>
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 with or
furnished to the Commission 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, and State of
Wisconsin, on this 1st day of May, 1998.
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 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
/s/ William D. Gehl Chairman of the Board, May 1, 1998
William D. Gehl President, Chief
Executive Officer and
Director (Principal
Executive Officer)
/s/ Kenneth P. Hahn Vice President of May 1, 1998
Kenneth P. Hahn Finance and Treasurer
(Principal Financial
and Accounting Officer)
/s/ Thomas J. Boldt Director May 1, 1998
Thomas J. Boldt
/s/ Fred M. Butler Director May 1, 1998
Fred M. Butler
/s/ John W. Gehl Director May 1, 1998
John W. Gehl
/s/ William P. Killian Director May 1, 1998
William P. Killian
/s/ Arthur W. Nesbitt Director May 1, 1998
Arthur W. Nesbitt
/s/ Roger E. Secrist Director May 1, 1998
Roger E. Secrist
/s/ John W. Splude Director May 1, 1998
John W. Splude
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Document
(4.1) Restated Articles of Incorporation, as amended, of
Gehl Company [Incorporated by reference to Exhibit
3.2 to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 28, 1997].
(4.2) By-laws of Gehl Company, as amended [Incorporated by
reference to Exhibit 3.3 of the Company's Annual
Report on Form 10-K for the year ended December 31,
1995].
(4.3) Common Stock Purchase Warrant No. 2, dated June 4,
1997, from Gehl Company to William L. Dahl, SVCC
TTEE, The Dahl Children's Trust, FBO James A. Dahl
U/A/D 12-31-84 [Incorporated by reference to Exhibit
4.7 of the Company's Annual Report on Form 10-K for
the year ended December 31, 1997].
(4.4) Common Stock Purchase Warrant No. 3, dated June 4,
1997, from Gehl Company to William L. Dahl, SVCC
TTEE, The Dahl Children's Trust, FBO Kathryn W. Dahl
U/A/D 12-31-84 [Incorporated by reference to Exhibit
4.8 of the Company's Annual Report on Form 10-K for
the year ended December 31, 1997].
(4.5) Common Stock Purchase Warrant No. 4, dated June 4,
1997, from Gehl Company to Rock Creek Partners, Ltd.
[Incorporated by reference to Exhibit 4.9 of the
Company's Annual Report on Form 10-K for the year
ended December 31, 1997].
(4.6) Rights Agreement, dated as of May, 1997, between Gehl
Company and Firstar Trust Company [Incorporated by
reference to Exhibit 4.1 to the Company's
Registration Statement on Form 8-A, dated as of May
28, 1997]
(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).
All documents incorporated by reference are to Commission File No.
0-18110.
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
May 4, 1998
Gehl Company
143 Water Street
West Bend, Wisconsin 53095
Gentlemen:
We have acted as counsel for Gehl Company, a Wisconsin
corporation (the "Company"), with respect to the preparation of a
Registration Statement on Form S-3 (the "Registration Statement"),
including the prospectus constituting a part thereof (the "Prospectus"),
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 shareholder listed therein
(the "Selling Shareholder") of up to 130,000 shares of Common Stock, $.10
par value, of the Company (the "Common Stock") and the associated rights
to purchase shares of Series A Preferred Stock accompanying such shares of
Common Stock (the "Rights"). The terms of the Rights are as set forth in
that certain Rights Agreement, dated as of May 28, 1997, by and between
the Company and Firstar Trust Company (the "Rights Agreement").
In connection with our representation, we have examined: (a)
the Registration Statement, including the Prospectus; (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) the Rights Agreement; (e)
resolutions of the Company's Board of Directors relating to the
authorization of the issuance of the securities subject to the
Registration Statement; and (f) such other proceedings, documents and
records as we have deemed necessary to enable us to render this opinion.
Based upon 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
Shareholder as contemplated by the Registration Statement are validly
issued, fully paid and nonassessable, except with respect to wage claims
of, or other 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 may be interpreted by a court of law.
3. The Rights are validly issued.
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 10, 1998, which appears on page 9 of the 1997 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,
1997. We also consent to the incorporation by reference of our report on
the Financial Statement Schedule, which appears on page 16 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
April 30, 1998
