SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )1
GEHL COMPANY
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.10 PER SHARE
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(Title of Class of Securities)
368483103
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(CUSIP Number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 7, 2000
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 22 Pages)
--------
1 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 disclosures provided in a prior cover page.
The information required on 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 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).
<PAGE>
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CUSIP No. 368483103 13D Page 2 of 22 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NEWCASTLE FOCUS FUND II, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 154,000
OWNED BY
EACH
REPORTING -----------------------------------------------------------------
PERSON WITH
8 SHARED VOTING POWER
-0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
154,000
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
154,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 368483103 13D Page 3 of 22 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NEWCASTLE PARTNERS, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 94,200
OWNED BY
EACH
REPORTING -----------------------------------------------------------------
PERSON WITH
8 SHARED VOTING POWER
-0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
94,200
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
94,200
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 368483103 13D Page 4 of 22 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MARK E. SCHWARZ
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 94,200
OWNED BY
EACH
REPORTING -----------------------------------------------------------------
PERSON WITH
8 SHARED VOTING POWER
154,000
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
94,200
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
154,000
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
248,200
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 368483103 13D Page 5 of 22 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CIC EQUITY PARTNERS, LTD.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 97,800
OWNED BY
EACH
REPORTING -----------------------------------------------------------------
PERSON WITH
8 SHARED VOTING POWER
-0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
97,800
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
97,800
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 368483103 13D Page 6 of 22 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PAUL DEROBBIO
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 97,800
OWNED BY
EACH
REPORTING -----------------------------------------------------------------
PERSON WITH
8 SHARED VOTING POWER
-0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
97,800
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
97,800
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 368483103 13D Page 7 of 22 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HAROLD C. SIMMONS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING -----------------------------------------------------------------
PERSON WITH
8 SHARED VOTING POWER
154,000
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
154,000
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
154,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 368483103 13D Page 8 of 22 Pages
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The following constitutes the Schedule 13D filed by the undersigned
(the "Schedule 13D").
Item 1. Security and Issuer.
This statement relates to shares (the "Shares") of the common
stock, par value $.10 per share ("Common Stock"), of Gehl Company, a Wisconsin
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 143 Water Street, West Bend, Wisconsin 53095.
Item 2. Identity and Background.
(a) This Statement is filed by Newcastle Focus Fund II, L.P.,
a Texas limited partnership ("Newcastle Focus"), Newcastle Partners, L.P., a
Texas limited partnership ("Newcastle Partners"), CIC Equity Partners, Ltd., a
Texas limited partnership ("CIC"), Mark E. Schwarz, Paul DeRobbio and Harold C.
Simmons. Each of the foregoing is referred to as a "Reporting Person" and
collectively as the "Reporting Persons".
The general partner of Newcastle Focus is Newcastle Capital
Management, L.P., a Texas limited partnership ("Partners LP"). The general
partner of Partners LP is Newcastle Capital Group, L.L.C., a Texas limited
liability company ("Partners LLC"). The sole manager and member of Partners LLC
is Mark E. Schwarz.
Newcastle Partners is a Texas limited partnership. Mark E.
Schwarz is the sole general partner of Newcastle Partners.
CIC is a Texas limited partnership. SLP Consultants, Inc.
("SLP") is the sole general partner of CIC. Paul DeRobbio is the President of
SLP.
By virtue of his positions with Newcastle Partners and
Newcastle Focus, Mr. Schwarz has the power to vote and dispose of the Issuer's
Shares owned by Newcastle Partners and Newcastle Focus. Harold C. Simmons may be
deemed a beneficial owner of the Issuer's Shares held by Newcastle Focus because
a trust for which Mr. Simmons serves as sole trustee, with sole voting and
dispositive power over its investment in Newcastle Focus, currently is the sole
limited partner of Newcastle Focus. So long as such trust is the sole limited
partner of Newcastle Focus, the sole limited partner can cause the termination
of the limited partnership on thirty days' written notice. In the event of a
dissolution or distribution by Newcastle Focus, with its current ownership
structure, substantially all of such Shares could become assets of the trust. By
virtue of this ownership structure and Mr. Schwarz's position with Newcastle
Focus, Messrs. Schwarz and
<PAGE>
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CUSIP No. 368483103 13D Page 9 of 22 Pages
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Simmons may be deemed to share the power to vote and direct the disposition of
the Shares held of record by Newcastle Focus. Mr. Simmons disclaims beneficial
ownership with regard to such Shares. By virtue of his position with CIC, Mr.
DeRobbio has the power to vote and dispose of the Issuer's Shares owned by CIC.
Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The principal business address of Newcastle Focus,
Newcastle Partners and Mark E. Schwarz is 4514 Cole Avenue, Suite 600, Dallas,
Texas 75205.
The principal business address of CIC and Paul DeRobbio is
Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240.
The principal business address of Harold C. Simmons is Three
Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240.
(c) The principal business of Newcastle Focus, Newcastle
Partners and Mark E. Schwarz is the purchase, sale, exchange, acquisition and
holding of investment securities.
The principal business of CIC and Paul DeRobbio is investments
in private and public companies.
Harold C. Simmons is a private investor and the Chairman of
the Board and Chief Executive Officer of Contran Corporation, a privately-held
diversified holding company, and Valhi, Inc., a publicly-held diversified
holding company that is a subsidiary of Contran Corporation.
(d) None of the persons referred to in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the persons referred to in this Item 2 has, during
the last five years, been 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.
(f) Messrs. Schwarz, DeRobbio and Simmons are citizens of the
United States of America.
<PAGE>
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CUSIP No. 368483103 13D Page 10 of 22 Pages
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Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the 154,000 Shares of Common
Stock owned by Newcastle Focus that were received as a capital contribution from
a trust of which Harold C. Simmons is the sole trustee, which trust is currently
the sole limited partner of Newcastle Focus, is approximately $2,003,013,
including commissions.
The aggregate purchase price of the 94,200 Shares of Common
Stock owned by Newcastle Partners is approximately $1,107,237, including
commissions. The Shares of Common Stock owned by Newcastle Partners were
acquired with partnership funds.
The aggregate purchase price of the 97,800 Shares of Common
Stock owned by CIC is approximately $1,563,057, including commissions. Of the
97,800 Shares of Common Stock owned by CIC, 25,000 Shares were received as a
capital contribution from one of the limited partners of CIC. The balance of the
Shares owned by CIC were acquired with partnership funds.
Item 4. Purpose of Transaction.
The Reporting Persons make investments in undervalued
companies. In the ordinary course of their activities, the Reporting Persons
analyze the operations, capital structure and market for products and services
of the companies in whose securities they invest (including those of the Issuer)
on a continuous basis. In the course of engaging in these activities, the
Reporting Persons may participate in interviews or hold discussions with third
parties, including other holders of securities of subject companies, or with
management of subject companies in which the Reporting Persons may suggest or
take a position with respect to potential changes in the operations, management
or capital structure of such companies as a means of enhancing stockholder
value. Such suggestions or positions may relate to one or more of the actions or
transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
In respect of the Issuer, all of the Shares reported in this
Schedule 13D are held by the Reporting Persons based on each Reporting Person's
belief that the Shares represented an attractive investment opportunity. The
Reporting Persons are, however, disappointed with the performance of the
Issuer's Common Stock. The Reporting Persons believe that the equity markets do
not fully appreciate the intrinsic value of the Issuer's Common Stock. The
Reporting Persons' beliefs are evidenced by the current trading levels of the
Common Stock, which represent a low multiple to earnings and a steep discount to
the Issuer's July 1, 2000 $18.82 book value per share. The Reporting Persons
further believe that
<PAGE>
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CUSIP No. 368483103 13D Page 11 of 22 Pages
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factors related to the Issuer's size, competitive position, trading liquidity
and general conditions in the equity markets make it likely that the Issuer's
Common Stock will continue to be undervalued for the foreseeable future. On
November 7, 2000, the Reporting Persons entered into a Joint Filing Agreement. A
copy of the Joint Filing Agreement is filed as an exhibit to the Schedule 13D
and incorporated herein by reference.
Beginning in June 2000, CIC along with an unaffiliated entity
contacted the Issuer in writing regarding an interest in pursuing a negotiated
transaction with the Issuer. Thereafter, on August 31, 2000, CIC along with the
unaffiliated entity submitted a written proposal to acquire the Issuer, subject
to financing, completion of due diligence and negotiation of a definitive
agreement. The proposal contemplated that upon completion of due diligence a
definitive offer could be made to acquire the Issuer at a substantial premium to
the then-current market price. On September 6, 2000, the Issuer advised CIC that
the Issuer was not interested in pursuing this proposal.
The Reporting Persons hope that management will reconsider its
decision not to engage in discussions regarding a negotiated transaction.
Depending on management's response, the Reporting Persons intend to review their
alternatives and, subject to market and general economic conditions, the
business affairs and financial condition of the Issuer, the availability of
Shares at favorable prices, alternative investment opportunities available to
them, the availability of financing on suitable terms and other factors deemed
relevant by them, may acquire additional Shares in the open market, in privately
negotiated transactions or through a tender offer, seek to obtain representation
on, or control of, the Issuer's Board of Directors, or seek to amend the
Issuer's certificate of incorporation or by-laws to eliminate certain provisions
that the Reporting Persons believe were designed to benefit management and the
existing Board of Directors of the Issuer (the provisions that the Reporting
Persons may seek to eliminate have not yet been identified). Alternatively, the
Reporting Persons reserve the right to dispose of some or all of their Shares in
the open market, in privately negotiated transactions or otherwise, depending
upon the course of action that the Issuer pursues, market conditions and other
factors.
Although the foregoing represents the range of activities
currently contemplated by the Reporting Persons with respect to the Shares, the
possible activities of the Reporting Persons are subject to change at any time.
None of the Reporting Persons has any present plan or proposal
which would relate to or result in any of the matters set forth in subparagraphs
(a) - (j) of Item 4 of Schedule 13D except
<PAGE>
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CUSIP No. 368483103 13D Page 12 of 22 Pages
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as set forth herein or such as would occur upon completion of any of the actions
discussed above.
Item 5. Interest in Securities of the Issuer.
(a) and (b) The aggregate percentage of Shares of Common Stock
reported owned by each person named herein is based upon 5,480,671 Shares
outstanding, which is the total number of Shares of Common Stock outstanding as
reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended
July 1, 2000 and filed with the Securities and Exchange Commission on August 14,
2000.
As of the close of business on November 7, 2000, Newcastle
Focus beneficially owned 154,000 Shares of Common Stock, constituting
approximately 2.8% of the Shares outstanding. Newcastle Partners beneficially
owned 94,200 Shares of Common Stock, constituting approximately 1.7% of the
Shares outstanding. Mr. Schwarz may be deemed to beneficially own 248,200
Shares, representing approximately 4.5% of the Shares outstanding. Mr. Schwarz
has sole voting and dispositive power with respect to the 94,200 Shares owned by
Newcastle Partners by virtue of his position with Newcastle Partners. Harold C.
Simmons may be deemed a beneficial owner of the 154,000 Shares of Common Stock
held by Newcastle Focus because a trust for which Mr. Simmons serves as sole
trustee, with sole voting and dispositive power over its investment in Newcastle
Focus, currently is the sole limited partner of Newcastle Focus. So long as such
trust is the sole limited partner of Newcastle Focus, the sole limited partner
can cause the termination of the limited partnership on thirty days' written
notice. In the event of a dissolution or distribution by Newcastle Focus, with
its current ownership structure, substantially all of such Shares could become
assets of the trust. By virtue of this ownership structure and Mr. Schwarz's
position with Newcastle Focus, Mr. Schwarz and Mr. Simmons may be deemed to
share the power to vote and direct the disposition of the Shares held of record
by Newcastle Focus. Mr. Simmons disclaims beneficial ownership with regard to
such Shares.
As of the close of business on November 7, 2000, CIC
beneficially owned 97,800 Shares of Common Stock, constituting approximately
1.8% of the Shares outstanding. Mr. DeRobbio may be deemed to beneficially own
97,800 Shares, representing approximately 1.8% of the Shares outstanding. Mr.
DeRobbio has sole voting and dispositive power with respect to the 97,800 Shares
owned by CIC by virtue of his position with CIC. All of such Shares were
acquired in open-market transactions, except for the 25,000 Shares contributed
to CIC by one of its limited partners.
(c) Schedule A attached hereto and incorporated herein by
reference lists all transactions in the Issuer's Common Stock
<PAGE>
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CUSIP No. 368483103 13D Page 13 of 22 Pages
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during the past sixty days by the Reporting Persons. Other than as set forth in
Schedule A, all such transactions were open market transactions.
(d) No person other than the Reporting Persons is known to
have the right to receive, or the power to direct the receipt of dividends from,
or proceeds from the sale of, such Shares of the Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
As of the date hereof, the Reporting Persons entered into a
Joint Filing Agreement, reflecting their agreement to form a group to, among
other things, enter into a negotiated transaction to acquire the outstanding
capital equity of the Issuer, or consider other matters for approval by the
Issuer's stockholders in order to maximize stockholder value. A copy of the
Joint Filing Agreement is filed as an exhibit to this Schedule 13D and
incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement.
<PAGE>
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CUSIP No. 368483103 13D Page 14 of 22 Pages
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: November 7, 2000 NEWCASTLE FOCUS FUND II, L.P.
By: NEWCASTLE CAPITAL
MANAGEMENT, L.P.
By: NEWCASTLE CAPITAL GROUP,
L.L.C.,
its General Partner
By: /s/ Mark E. Schwarz
----------------------
Name: Mark E. Schwarz
Title: Managing Member
NEWCASTLE PARTNERS, L.P.
By: /s/ Mark E. Schwarz
----------------------
Name: Mark E. Schwarz
Title: General Partner
/s/ Mark E. Schwarz
-----------------------------------
MARK E. SCHWARZ
CIC EQUITY PARTNERS, LTD.
By: SLP Consultants, Inc.,
its General Partner
By: /s/ Paul DeRobbio
---------------------------
Name: Paul DeRobbio
Title: President
/s/ Paul DeRobbio
-----------------------------------
PAUL DEROBBIO
/s/ Harold C. Simmons
-----------------------------------
HAROLD C. SIMMONS
<PAGE>
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CUSIP No. 368483103 13D Page 15 of 22 Pages
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SCHEDULE A
Transactions in the Shares During the Past Sixty Days
Shares of Common Stock Price Per Date of
Purchased Share Purchase
--------- ----- --------
NEWCASTLE PARTNERS, L.P.
------------------------
1,600 $14.363 09/11/00
2,000 $14.363 09/13/00
3,400 $14.363 09/14/00
1,000 $11.050 09/26/00
2,600 $11.048 09/28/00
5,000 $11.500 09/29/00
1,600 $11.241 09/29/00
17,500 $11.572 10/02/00
10,000 $11.292 10/03/00
5,000 $10.003 10/05/00
6,500 $9.053 10/10/00
2,000 $10.028 10/12/00
900 $10.425 10/18/00
500 $10.425 10/19/00
5,000 $9.363 10/27/00
1,500 $10.300 11/01/00
2,400 $10.503 11/03/00
5,000 $10.854 11/06/00
<PAGE>
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CUSIP No. 368483103 13D Page 16 of 22 Pages
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Shares of Common Stock Price Per Date of
Purchased Share Purchase
--------- ----- --------
NEWCASTLE FOCUS FUND II, L.P.(2)
-----------------------------
25,000 $14.563 09/11/00
1,500 $14.375 09/13/00
3,000 $14.500 09/13/00
10,000 $14.563 09/13/00
3,500 $14.375 09/14/00
2,000 $14.438 09/14/00
30,000 $11.125 09/15/00
2,000 $9.750 09/18/00
10,000 $10.000 09/18/00
5,000 $10.188 09/18/00
5,000 $10.250 09/18/00
10,000 $10.500 09/18/00
--------
2 The 154,000 Shares owned by Newcastle Focus were received from
a trust of which Harold C. Simmons serves as sole trustee and
which currently is the sole limited partner of Newcastle
Focus, as such trust's capital contribution to Newcastle
Focus, within the last sixty days.
<PAGE>
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CUSIP No. 368483103 13D Page 17 of 22 Pages
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CIC EQUITY PARTNERS, LTD.(3)
-------------------------
25,000
MARK E. SCHWARZ(4)
---------------
NONE
HAROLD C. SIMMONS(5)
-----------------
NONE
PAUL DEROBBIO(6)
-------------
NONE
--------
3 The 25,000 Shares were received as a capital contribution from one of
the limited partners of CIC, within the last sixty days.
4 By virtue of his positions with Newcastle Focus and Newcastle Partners,
Mr. Schwarz has the power to vote and dispose of the Issuer's Shares
owned by Newcastle Focus and Newcastle Partners. Accordingly, Mr.
Schwarz may be deemed to be the beneficial owner of the Shares of the
Issuer owned by Newcastle Focus and Newcastle Partners.
5 By virtue of the ownership structure of Newcastle Focus and Mr.
Simmons' position as the trustee of a trust that is the sole limited
partner of Newcastle Focus, Mr. Simmons may be deemed the beneficial
owner of the Issuer's Shares that Newcastle Focus holds directly. Mr.
Simmons disclaims beneficial ownership of such Shares.
6 By virtue of his position with CIC, Mr. DeRobbio has the power to vote
and dispose of the Issuer's Shares owned by CIC. Accordingly, Mr.
DeRobbio may be deemed to be the beneficial owner of the Shares of the
Issuer owned by CIC.
<PAGE>
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CUSIP No. 368483103 13D Page 18 of 22 Pages
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EXHIBIT INDEX
Exhibit Page
------- ----
1. Joint Filing Agreement 19-22
<PAGE>
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CUSIP No. 368483103 13D Page 19 of 22 Pages
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JOINT FILING AGREEMENT
WHEREAS, certain of the undersigned are stockholders, direct
or beneficial, of Gehl Company, a Wisconsin corporation ("Gehl");
WHEREAS, Newcastle Focus Fund II, L.P., a Texas limited
partnership ("Newcastle Focus"), Newcastle Partners, L.P., a Texas limited
partnership ("Newcastle Partners"), CIC Equity Partners, Ltd., a Texas limited
partnership ("CIC"), Mark E. Schwarz, Paul DeRobbio and Harold C. Simmons wish
to form a group (the "Group") with regard to their investment in Gehl.
NOW, IT IS AGREED, this 7th day of November, 2000 by the
parties hereto:
1. In accordance with Rule 13d-1(k)(1)(iii) under the
Securities Exchange Act of 1934, as amended, the persons named below agree to
the joint filing on behalf of each of them of statements on Schedule 13D with
respect to the Common Stock of Gehl.
2. So long as this agreement is in effect, each of the
undersigned shall provide written notice to Olshan Grundman Frome Rosenzweig &
Wolosky LLP ("Olshan") of (i) any of their purchases or sales of the Common
Stock of Gehl; or (ii) any shares over which
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CUSIP No. 368483103 13D Page 20 of 22 Pages
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they acquire or dispose of beneficial ownership. Notice shall be given no later
than 24 hours after each such transaction.
3. Each of Newcastle Focus, Newcastle Partners and CIC hereby
agrees to bear its pro-rata portion of expenses incurred in connection with the
Group's activities based on the number of Shares beneficially owned by such
parties as reported on Schedule 13D and all amendments thereto with respect to
Gehl. Notwithstanding the foregoing, neither Newcastle Focus, Newcastle Partners
nor CIC shall be required to reimburse any party for (i) out-of-pocket expenses
incurred by a party in the aggregate in excess of $250 without such parties'
prior written approval; (ii) the value of the time of any party; (iii) legal
fees incurred without Newcastle Focus', Newcastle Partners' and CIC's prior
written approval; or (iv) the costs of any counsel, other than Olshan, employed
in connection with any pending or threatened litigation without Newcastle
Focus', Newcastle Partners' and CIC's prior written consent.
4. The relationship of the parties hereto shall be limited to
carrying on the business of the Group in accordance with the terms of this
Agreement. Such relationship shall be construed and deemed to be for the sole
and limited purpose of carrying on such business as described herein. Nothing
herein shall be construed to authorize any party to act as an agent for any
other
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CUSIP No. 368483103 13D Page 21 of 22 Pages
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party, or to create a joint venture or partnership, or to constitute an
indemnification. Nothing herein shall restrict any party's right to purchase or
sell shares of Gehl, as it deems appropriate, in its sole discretion, provided
that all such sales are made in compliance with all applicable securities laws.
5. This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which, taken together, shall
constitute but one and the same instrument, which may be sufficiently evidenced
by one counterpart.
6. In the event of any dispute arising out of the provisions
of this Agreement, the parties hereto consent and submit to the exclusive
jurisdiction of the Federal and State Courts in the State of Texas.
7. Any party hereto may terminate his obligations under this
agreement at any time on 24 hours' written notice to all other parties, with a
copy by fax to Steven Wolosky at Olshan, Fax No. 212 755-1467.
8. Each party acknowledges that Olshan shall act as counsel
for both the Group and Newcastle Partners.
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CUSIP No. 368483103 13D Page 22 of 22 Pages
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first above written.
NEWCASTLE FOCUS FUND II, L.P.
By: NEWCASTLE CAPITAL
MANAGEMENT, L.P.
By: NEWCASTLE CAPITAL GROUP,
L.L.C.,
its General Partner
By: /s/ Mark E. Schwarz
----------------------
Name: Mark E. Schwarz
Title: Managing Member
NEWCASTLE PARTNERS, L.P.
By: /s/ Mark E. Schwarz
----------------------
Name: Mark E. Schwarz
Title: General Partner
/s/ Mark E. Schwarz
-----------------------------------
MARK E. SCHWARZ
CIC EQUITY PARTNERS, LTD.
By: SLP Consultants, Inc.,
its General Partner
By: /s/ Paul DeRobbio
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Name: Paul DeRobbio
Title: President
/s/ Paul DeRobbio
-----------------------------------
PAUL DEROBBIO
/s/ Harold C. Simmons
-----------------------------------
HAROLD C. SIMMONS
