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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
GEHL COMPANY
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
368483103
(CUSIP Number)
Jilaine Hummel Bauer
Senior Vice President and General Counsel
Heartland Advisors, Inc.
790 N. Milwaukee Street
Milwaukee, WI 53202
414-347-7777
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 9, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [X].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S)240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 368483103 13D
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HEARTLAND ADVISORS, INC.
#39-1078128
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS See Instructions)
00 - Funds of investment advisory clients
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF WISCONSIN, USA
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 172,000
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING None
PERSON
WITH 9. SOLE DISPOSITIVE POWER
460,000
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
460,000
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions).
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2% (rounded up to nearest tenth)
14. TYPE OF REPORTING PERSON (See Instructions)
IA
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Item 1. Security and Issuer.
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This statement relates to shares of the common stock, $.10 par value per share,
(the "Shares") of Gehl Company, a Wisconsin corporation (the "Company"). The
principal executive offices of the Company are located at 143 Water Street, West
Bend, Wisconsin 53095.
Item 2. Identity and Background.
-----------------------
This statement is being filed by Heartland Advisors, Inc., a Wisconsin
corporation ("HAI"). HAI is a federally registered investment adviser that
provides investment advisory services to Heartland Group, Inc., a registered
investment company ("Heartland Group"), as well as private investment advisory
clients (the "Accounts"). The address of HAI's principal business and the
address of its principal office are 790 North Milwaukee Street, Milwaukee,
Wisconsin 53202. During the last five years, HAI has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) and
was not a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
William J. Nasgovitz, President of HAI, is a controlling person of HAI through
his ownership of a majority of its outstanding stock. Information concerning
Mr. Nasgovitz and the name, business address, principal occupation and
citizenship of each of the executive officers and directors of HAI is set forth
in Exhibit B hereto.
Item 3. Source and Amount of Funds or Other Consideration.
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The Heartland Value Fund (the "Heartland Fund"), a series of Heartland Group,
Inc., holds an aggregate of 270,000 Shares, which were purchased for cash in
the amount of $1,849,587, including brokerage commissions. The assets of the
Heartland Fund were used to purchase such Shares, and no part of the purchase
price was represented by borrowed funds.
The Accounts own an aggregate of 190,000 Shares, which were purchased for cash,
or on margin in accordance with margin agreements on industry standard terms, in
the amount of $2,239,306, including brokerage commissions. Except for margin
purchases, the assets of the Accounts were used in making such purchases and no
part of the purchase price was represented by borrowed funds.
Item 4. Purpose of Transaction.
----------------------
HAI acquired shares of the Company for investment purposes in the ordinary
course of its business pursuant to specified investment objectives established
by the Board of Directors of Heartland Group for the Heartland Fund and by the
advisory clients for the Accounts.
HAI and representatives of HAI have had discussions with senior management of
the Company and may in the future have such discussions concerning various
operational and financial aspects of the Company's business and various ways in
which the Company could maximize shareholder value.
HAI, in the exercise of its responsibility as an institutional investor, has
sent a letter to the Company communicating its views on two matters. A copy of
the letter is attached hereto as Exhibit A and hereby incorporated by reference.
First, HAI has recommended that a committee of independent directors be created
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for the purpose of reviewing any and all proposals made to the Company
concerning any extraordinary corporate transactions, such as (i) a merger,
reorganization or liquidation involving the Company or any of its subsidiaries,
(ii) the sale or transfer of a material amount of the assets of the Company or
any subsidiary of the Company, or (iii) a strategic alliance between the
Company, or any subsidiary of the Company, and one or more other entities.
Second, HAI has recommended that the function of President and Chief Executive
Officer be separated from that of chairman of the Board. Currently, both
functions are performed by one individual. However, HAI believes that each
function should be performed by a separate person, HAI has recommended that one
of the Company's current independent directors be named Chairman of the Board
and that the individual who currently performs both functions continue to serve
as President and Chief Executive Officer.
Except as set forth in this Item 4, HAI has no present plan or proposal that
relates to or would result in any of the actions specified in clauses (a)
through (j) of Item 4 of Schedule 13D of the Act, but will continue to review
this position based upon further developments.
As permitted by law, HAI may purchase additional Shares or dispose of any or all
of the Shares from time to time in the open market, in privately negotiated
transactions, or otherwise, depending upon future evaluation of the prospects of
the company and upon other developments, including general economic and stock
market conditions.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) As investment adviser to the Heartland Fund and the Accounts, HAI may
be deemed the beneficial owner of 460,000 Shares of the Company. To
the best knowledge of HAI, none of the persons named in Exhibit B
attached hereto beneficially owns any other Shares of the Company.
(b) HAI, as investment adviser to the Heartland Fund and the Accounts, has
sole power to dispose of all 460,000 Shares held by the Heartland Fund
and the Accounts. HAI, as investment adviser to the Accounts, has sole
power to vote or direct the voting of 172,000 Shares, and no power to
vote or to direct the voting of 18,000 Shares, owned by the Accounts.
HAI has no power to vote the 270,000 Shares held by the Heartland Fund.
To the best knowledge of HAI, other than in connection with their
respective positions and relationships with HAI, none of the persons
named in Exhibit B hereto has the sole power to dispose of or to vote
Shares of the Company.
(c) Neither HAI nor, to the best knowledge of HAI, any of the persons named
in Exhibit B hereto has effected any transaction in the Shares during
the past 60 days.
(d) Since the Shares are held in investment advisory accounts of HAI,
various persons have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of , such
Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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HAI is the investment adviser of the Heartland Fund and the Accounts pursuant to
separate investment management agreements which provide HAI with the authority,
among other things, to invest the funds of the Heartland Fund and the Accounts
in securities (including shares of the Company), to hold, vote, and dispose of
securities (including shares of the Company), to those shares, and to file this
statement. Neither HAI nor, to the best knowledge of HAI, any of the persons
named in Exhibit B hereto has any contract, arrangement, understanding or
relationship on behalf of the Heartland Fund or the Accounts with any person
with respect to any securities of the Company.
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Item 7. Material to Be Filed as Exhibits.
--------------------------------
Exhibit A Letter Dated July 9, 1999, from William J. Nasgovitz, President and
Chief Executive Officer of Heartland Advisors, Inc., to William D.
Gehl, Chairman, President and Chief Executive Officer of Gehl
Company.
Exhibit B Executive Officers and Directors of the Reporting Person
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATE: July 9, 1998
HEARTLAND ADVISORS, INC.
By: /s/ WILLIAM J. NASGOVITZ
William J. Nasgovitz
President and Chief Executive Officer
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EXHIBIT A
July 9, 1999
Mr. William D. Gehl
Chairman, President and Chief Executive Officer
Gehl Company
143 Water Street
West Bend, Wisconsin 53095
Dear Bill:
As you know, Heartland Advisors has held shares of the common stock of Gehl
Company (the "Company") for a number of years. We have been pleased to see the
progress that the Company has made in recent years both in terms of stronger
management and a return to profitability. However, we remain very concerned that
the stock market continues to refuse to recognize the intrinsic value of the
company through the price of its stock. We are also concerned about the
Company's competitive position in the light construction equipment industry over
the long term, given the significant consolidation and entry of new competitors
in that industry in recent years. As investment professionals who are
responsible for and committed to seeking opportunities to maximize value for our
clients who are shareholders in the Company, we respectfully submit two
proposals for your consideration. We believe that each of these proposals is in
the best interests of all of the Company's shareholders because each can promote
improvement in the valuation of the Company's stock.
1. Committee of Independent Directors. We also propose that a committee of
independent directors be formed for the purpose of assisting management in
evaluating extraordinary corporate transactions and strategic alliances. We
consider the input of the Board through such a committee on such matters to
be essential to ensuring that the interests of shareholders, which sometimes
differ from those of management, are carefully considered. In order to
maximize shareholder value and assure that the Company's directors fully
exercise their legal duties as directors, any proposal for (a) a merger,
reorganization or liquidation, (b) a sale or transfer of a material amount
of the Company's assets, or (c) a strategic alliance between the company and
another entity must be reviewed with great care. Not every such proposal
brought to a public company is acceptable or merits more than a brief
review. However, we believe that representation of the interests of the
Company's shareholders can be fully assured if a committee of independent
directors is involved in the consideration of all proposals of this
kind. Indeed, the collective business experience and judgment of the
independent directors who would serve on such a committee should be a
welcome resource to management on matters of such great importance. Our
second proposal is designed to create a structure that will insure that the
Company fully utilizes that resource.
2. Division of Board and Management Responsibilities. We believe that the
roles of President and Chief Executive Officer and the role of Chairman of
the Board should be performed by separate individuals, and that one of the
Company's independent directors should be named Chairman of the Board, while
you continue to serve as President and Chief Executive Officer. Separation
of these two critical functions is common among public companies. Requiring
a corporation's chairman of the board to be independent of its management
ensures the independent judgment that applicable legal standards require of
a board.
Sharing a company's leadership makes it possible for each of the individuals
involved to devote more time and energy to the company's needs. Today's
highly competitive business environment and conditions in the securities
markets in recent years require a public company to have the strongest
possible leadership team at its helm, both in managing the company's
operations and in charting its course for the long term. By splitting the
two functions, the Company will be in a better position to take advantage of
the leadership resources available to it.
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Mr. William D. Gehl
July 9, 1999
Page 2
We urge you to discuss our proposals with the Board of Directors at the earliest
available opportunity. These proposals are based on Heartland Advisors' firm
belief in the exercise of investor responsibility.
Very truly yours,
William J. Nasgovitz
President and Chief Executive Officer
c: Gehl Company Board of Directors
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EXHIBIT B
EXECUTIVE OFFICERS AND DIRECTORS
OF
HEARTLAND ADVISORS, INC.
<TABLE>
<CAPTION>
Name Office
- ---- ------
<S> <C>
William J. Nasgovitz President and Chief Executive Officer
Jilaine Hummel Bauer Senior Vice President, Assistant Secretary and
General Counsel
Paul T. Beste Senior Vice President - Investment Operations
Kevin D. Clark Senior Vice President - Trading
Kenneth J. Della Senior Vice President and Treasurer
Eric J. Miller Senior Vice President
Patrick J. Retzer Senior Vice President
Lois J. Schmatzhagen Secretary
</TABLE>
The business address of each of the persons listed above is Heartland Advisors,
Inc., 790 North Milwaukee Street, Milwaukee, Wisconsin 53202. To the best
knowledge of Heartland Advisors, Inc., each of the persons listed above is a
citizen of the United States and, during the last five years, no person listed
above (i) has been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
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