<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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.
789 N. Water Street
Milwaukee, WI 53202
414-977-8727
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 16, 2000
(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)
<PAGE>
SCHEDULE 13D
CUSIP NO. 368483103
------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HEARTLAND ADVISORS, INC. #39-1078128
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
00-Funds of investment advisory clients
------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
STATE OF WISCONSIN, USA
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 125,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
None
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 405,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
None
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
405,000
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(See Instructions)
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.4% (rounded up to nearest tenth)
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (See Instructions)
14
IA
------------------------------------------------------------------------------
2
<PAGE>
SCHEDULE 13D
CUSIP NO. 368483103
------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WILLIAM J. NASGOVITZ ####-##-####
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
Pf - Personal funds of reporting person and family members
------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
USA
------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
270,000
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
None
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
None
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
270,000
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
12
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
4.9% (round up to nearest tenth)
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (See Instructions)
14
IN
------------------------------------------------------------------------------
3
<PAGE>
Item 1. Security and Issuer.
-------------------
This statement relates to shares of the common stock, $ .10 par value per share,
(the "Shares") of Gehl Company (the "Company"). The principal executive offices
of the Company are located at 143 Water Street, West Bend, WI 53095.
Item 2. Identity and Background.
-----------------------
<TABLE>
(a) Name of Person Filing: (1) Heartland Advisors, Inc. (2) William J. Nasgovitz
---------------------
<S> <C> <C>
(b) Address of Principal Business Office:
------------------------------------
(1) 789 North Water Street (2) 789 North Water Street
Milwaukee, WI 53202 Milwaukee, WI 53202
(c) Citizenship: Heartland Advisors is a Wisconsin corporation. William J. Nasgovitz - U.S.A
-----------
(d) Title of Class of Securities: Common Stock
----------------------------
(e) CUSIP Number: 368483103
------------
</TABLE>
This statement is being filed by Heartland Advisors, Inc., a Wisconsin
corporation ("HAI"), and William J. Nasgovitz, the principal shareholder of 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"). Mr. Nasgovitz joins in this filing pursuant to SEC staff positions
authorizing certain individuals in similar situations to join in a filing with a
controlled entity. The reporting persons do not admit that they constitute a
group. 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 C hereto.
During the last five years, neither HAI nor Mr. Nasgovitz has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction that caused either of them, as a result of such
proceeding, to be 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.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
The Heartland Value Fund (the "Heartland Fund"), a series of Heartland Group,
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 135,000 Shares, which were purchased for cash,
or on margin in accordance with margin agreements on industry standard terms, in
the amount of $1,557,493.87, 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.
William J. Nasgovitz, as a result of his position with and stock ownership of
HAI, could be deemed to have voting and/or investment power over the 405,000
shares HAI beneficially owns. Of these 405,000 shares, 270,000 Shares also may
be deemed beneficially owned within the meaning of Rule 13d-3 of the Securities
Exchange Act of 1934 by Mr. Nasgovitz as a result of his position as an officer
and director of Heartland Group, which could be deemed to confer upon him voting
power over the shares Heartland Group beneficially owns.
4
<PAGE>
Item 4. Purpose of Transaction.
----------------------
All of the shares of the Company owned by the Reporting Persons were, at the
time of their purchase, acquired for investment purposes in the ordinary course
of business. The Reporting Persons are regularly engaged in providing investment
advisory services and investing in equity and fixed income securities that they
deem to be undervalued.
In the ordinary course of their business activities, the Reporting Persons
analyze the operations, capital structure and markets for products and services
of the companies in whose securities they invest (including those of the
Company) on a continuous basis through, among other things, analysis of
documentation and discussions with knowledgeable industry and market observers
and with representatives of such companies. In the course of their business
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 shareholder value. Such suggestions or positions may relate to one or
more of the transactions specified in clauses (a) through (j) of Item 4 of the
Schedule D filing form, including, without limitation, such matters as disposing
of one or more businesses, selling the company or acquiring another company or
business, changing operating or marketing strategies and restructuring the
company's capitalization or dividend policy.
Based on the Company's performance and depending upon further evaluation of the
Company's business and prospects, and upon future developments (including,
without limitation, performance of the Company's stock in the market, the
attitude of, actions taken and information provided by the Company's Board of
Directors and management, availability of funds, alternative investments, and
monetary, stock market and general economic conditions), the Reporting Persons
may from time to time purchase additional Shares of the Company's stock or
dispose of all or a portion of the Shares.
On October 16, 2000, HAI sent a letter addressed to Mr. William D. Gehl,
Chairman, President and Chief Executive Officer of the Company, and to each
member of the Board of Directors individually (a copy of which is attached
hereto as Exhibit B and incorporated herein by reference). This letter estimated
the number of shares held by HAI in aggregate to be 460,000 shares. The actual
number of shares held in aggregate by HAI is 405,000 share. In its letter, HAI
expresses its disappointment in the Board's failure to take steps it recommended
in a letter to the Chairman of the Board (dated 7/9/99) and comments on the
decline in the Company's stock price over the past 18 - 20 months as well as
industry developments that suggest the Company will continue to face a difficult
market environment. HAI requests that the Board respond decisively to past
events by retaining professional advisors to evaluate all strategic alternatives
to enhance shareholder value.
Except as set forth in this Item 4, the Reporting Persons have 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, but will continue to review
their position based upon further developments.
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 405,000 Common Shares or 7.4% of
the Class. To the best knowledge of HAI, none of the persons named in
Exhibit C attached hereto other than Mr. Nasgovitz, beneficially owns
any other Shares of the Company. Mr. Nasgovitz is or may be deemed the
beneficial owner of 270,000 Shares or 4.9% of the Class.
(b) HAI, as investment adviser to the Heartland Fund and the Accounts,
has sole power to dispose of all 405,000 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 125,000 Shares held by the
Accounts, and no power to vote or to direct the voting of 10,000
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,
5
<PAGE>
other than in connection with their respective positions and relationships
with HAI, none of the persons named in Exhibit C hereto, other than Mr.
Nasgovitz, has sole or shared power to dispose of or to vote Shares of the
Company. Of the 270,000 Shares with respect to which Mr. Nasgovitz is or
may be deemed to be beneficial owner, he has sole voting but no dispositive
power with respect to 270,000 Shares and no Shares over which he has shared
dispositive and no voting power.
(c) See Exhibit D
(d) Since the Shares are held by the Heartland Fund and the Accounts,
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.
To the best knowledge of the Reporting Persons, no such account holds more
than five percent of the outstanding Shares of the class on the date
hereof.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
---------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
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
those shares , and to file this Statement. Neither Reporting Person nor, to the
best knowledge of either Reporting Person, any of the persons named in Exhibit C
hereto has any contract, arrangement, understanding or relationship on behalf of
the Heartland Funds or the Accounts with any person with respect to any
securities of the Company.
Item 7. Material to Be Filed as Exhibits.
--------------------------------
Exhibit A Joint Filing Agreement
Exhibit B Letter Dated October 16, 2000 from William J. Nasgovitz, President
and Chief Executive Officer of Heartland Advisors, Inc., to Mr.
William D. Gehl, Chairman, President and Chief Executive Officer of
Gehl Company, and to each member of the Board of Directors
individually.
Exhibit C Executive Officers and Directors of the Heartland Advisors, Inc.
Exhibit D Purchase and sale data
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: October 16, 2000
WILLIAM J. NASGOVITZ HEARTLAND ADVISORS, INC.
By: /s/ PAUL T. BESTE By: /s/ PAUL T. BESTE
---------------------
Paul T. Beste Paul T. Beste
As Attorney in Fact for Chief Operating Officer
William J. Nasgovitz
6
<PAGE>
EXHIBIT A
Joint Filing Agreement
The undersigned persons agree and consent to the joint filing on their behalf of
this Schedule 13D in connection with their beneficial ownership of Gehl Company
at October 16, 2000.
WILLIAM J. NASGOVITZ
By: /s/ PAUL T. BESTE
--------------------
Paul T. Beste
As Attorney in Fact for William J. Nasgovitz
HEARTLAND ADVISORS, INC.
By: /s/ PAUL T. BESTE
Paul T. Beste
Chief Operating Officer
7
<PAGE>
EXHIBIT B
October 16, 2000
Mr. William D. Gehl
Board of Directors
Gehl Company
143 Water Street
West Bend, WI 53095
Dear Mr. Gehl:
Heartland Advisors, Inc. is a federally registered investment advisor that
provides investment advisory services to Heartland Group, Inc., a registered
investment company, as well as private investment advisory clients. Between the
Heartland Value Fund, a series of the Heartland Group, and private investment
advisory clients, Heartland may be deemed the beneficial owner of 460,000 shares
of Gehl Company common stock.
At the Gehl Company annual meeting held on April 22, 1999, Heartland Advisors
publicly expressed its concerns about the competitive environment in both the
light construction and farm equipment markets and the concentration of decision
making with Gehl's Chairman, President and CEO. In a letter to the Chairman of
the Board dated July 9, 1999 we reiterated our concerns, and recommended that
the Directors decentralize the decision making power vested in the Chairman by
(i) appointing a Committee of Independent Directors to separately evaluate
extraordinary corporate transactions and strategic alliances and (ii) separating
the roles of President and Chief Executive Officer from the role of Chairman of
the Board. A copy of that letter is enclosed for your reference.
Disappointed in the fact that the company's share price has continued to decline
in an increasingly competitive market environment, and also in the fact that the
Board has failed to act in response to our July 1999 letter, we are writing
again to offer our perspective of the competitive landscape and to urge the
Directors to take steps to ensure the Directors act in the best interests of
shareholders without further delay.
With regard to the competitive environment, we noted at the 1999 annual
shareholders' meeting that the price of the Company's stock, at approximately
$18, was essentially unchanged from the price at the 1998 annual meeting,
despite the company having posting record sales of $285 million and diluted
earnings per share of $3.17. At the time of the 1999 shareholders' meeting, we
estimated that the stock was trading at approximate book value. Today, the
concerns we raised in the spring and summer of 1999 have been realized and the
stock now trades at approximately $10.
Increased Competition in the Skid Steer Loader Market. During the past year,
the company has experienced increased competition in the skid steer loader
market. John Deere and Caterpillar both have introduced new entries to the
market. In addition, Ingersoll, the industry leader, introduced their next
generation of Melroe products. Komatsu America also has expressed interest in
participating in the skid steer market, and has said that they would either
build their own or acquire a brand. It is our belief that the market, despite
growing at double digit rates over the last five years, will become ever more
competitive. Based on Donaldson Lufkin&
8
<PAGE>
Jennrette's January 3, 2000 Machinery research report, the Gehl and Mustang
brands lost market share between 1993 and 1998 (data for 1999 was not available
at publication).
Benign Telescopic Handler Market. The telescopic handler market benefited from
Textron's purchase of Omniquip. When Textron purchased Omniquip it provided a
lull in the competitive landscape that allowed others to gain share, including
Gehl. This opportunity has diminished over time.
Rental Industry Emergence. The growth in the rental industry has created a
significant independent channel of distribution in the light construction
industry. The emergence of companies like United Rentals with over $1.5 billion
in revenue allow them to exert significant leverage on suppliers which pressures
margins for companies like Gehl. Without a broad product line and adequate
scale, we believe it will become increasingly difficult for niche manufacturer's
to sustain margins and market share.
Globalization and Industry Consolidation. Over the last couple of years we have
seen substantial industry consolidation. Omniquip was acquired by Textron, JLG
purchased Gradall, and Case and New Holland merged. In addition, Volvo shed its
automotive operations to focus on construction equipment while Komatsu has made
it clear they would like to enter the North American light construction
equipment market in a more meaningful way.
Mini Excavator and Mini Loader Markets. These are exciting new growth markets,
but there are several well established competitors - including Ingersoll and
Kubota. This will not be an easy market to penetrate- especially with offshore
manufacturing.
On September 15, Gehl announced that earnings would be lower than analysts'
expectations due to weaker demand for its products. This followed a similar
announcement on June 23, 2000. As a result, the stock declined from the high
teen area to its present $10. More disturbingly, we believe that both the Board
and its management team have ignored the industry trends mentioned in this
letter, and appear to be adrift in developing and executing a strategy to ensure
shareholder value is maximized.
We strongly believe it is time Gehl Company engage professional advisors to
assist them in evaluating all strategic alternatives to enhance shareholder
value. With strong sales growth and record profitability in 1998 and 1999, the
share price nevertheless suffered. Today's difficult market conditions make it
unlikely the company will repeat the operating performance of 1998-1999 during
the next 18 months, especially considering the structural changes the company
itself has acknowledged have occurred in its markets. The opportunity cost to
shareholders over the past year due to the lack of decisive leadership on the
part of the company's Board has been enormous. We believe you have a fiduciary
responsibility to shareholders to respond decisively to the developments during
the past year, and look forward to hearing from you at the earliest possible
time.
Respectfully,
William J. Nasgovitz
President
9
<PAGE>
EXHIBIT C
EXECUTIVE OFFICERS AND DIRECTORS
OF
HEARTLAND ADVISORS, INC.
(As of October 3, 2000)
Name Office
---- ------
William J. Nasgovitz President and Chief Executive Officer
Jilaine Hummel Bauer Senior Vice President, Secretary and
General Counsel
Paul T. Beste Chief Operating Officer
Kevin D. Clark Senior Vice President - Trading
Kenneth J. Della Senior Vice President and Treasurer
Philip J. Fiskow Senior Vice President
John R. Merrell Senior Vice President
Eric J. Miller Senior Vice President
Scott R. Powell Senior Vice President
Gerard M. Sandel Senior Vice President
The business address of each of the persons listed above is Heartland Advisors,
Inc., 789 North Water 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.
10
<PAGE>
EXHIBIT D
Heartland Fund
--------------
-------------------------------------------------------------------------------
Fund Transaction Shares Price Per Trade Date
Type Share
-------------------------------------------------------------------------------
No fund transactions
since July 9, 1999,
date of initial 13D
filing.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Heartland Private Accounts
--------------------------
--------------------------------------------------------------------------
Trade Date Activity Quantity in Price
Shares
--------------------------------------------------------------------------
08/11/99 Sale 2,000 $23.0000
--------------------------------------------------------------------------
08/12/99 Sale 4,000 22.8125
--------------------------------------------------------------------------
08/13/99 Sale 2,500 22.5000
--------------------------------------------------------------------------
02/04/00 Sale 300 18.7500
--------------------------------------------------------------------------
05/12/00 Sale 2,700 17.9983
--------------------------------------------------------------------------
05/12/00 Sale 500 17.9983
--------------------------------------------------------------------------
05/12/00 Sale 11,600 17.9983
--------------------------------------------------------------------------
06/21/00 Sale 23,400 18.3750
--------------------------------------------------------------------------
11
