-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hp9Q5GZEpHVb8eZtm+WzKaN2uWn9AsGBwEQkb76/FhSfha2aJOSz8SyNZsHTT6EH hceonst2FhvZbssKcWIz4Q== 0001104659-05-046097.txt : 20050928 0001104659-05-046097.hdr.sgml : 20050928 20050928120419 ACCESSION NUMBER: 0001104659-05-046097 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050928 DATE AS OF CHANGE: 20050928 GROUP MEMBERS: NEUSON KRAMER BAUMASCHINEN GROUP MEMBERS: PIN PRIVATSTIFTUNG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GEHL CO CENTRAL INDEX KEY: 0000856386 STANDARD INDUSTRIAL CLASSIFICATION: FARM MACHINERY & EQUIPMENT [3523] IRS NUMBER: 390300430 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40747 FILM NUMBER: 051107220 BUSINESS ADDRESS: STREET 1: 143 WATER STREET CITY: WEST BEND STATE: WI ZIP: 53095 BUSINESS PHONE: 2623349461 MAIL ADDRESS: STREET 1: 143 WATER STREET CITY: WEST BEND STATE: WI ZIP: 53095 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Neuson Finance GmbH CENTRAL INDEX KEY: 0001333779 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: HAIDFELDSTRASSE 37 CITY: LEONDIG STATE: C4 ZIP: A 4060 BUSINESS PHONE: 43-732-90-590-190 MAIL ADDRESS: STREET 1: HAIDFELDSTRASSE 37 CITY: LEONDIG STATE: C4 ZIP: A 4060 SC 13D/A 1 a05-16847_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Gehl Company

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

368483103

(CUSIP Number)

 

Neuson Kramer Baumaschinen AG

Ing. Johann Neunteufel

Haidfeldstrasse 37

A-4060 Leonding

Austria, Europe

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

Mag. Christiane Schneglberger, Haidfeldstrasse 37, A-4060 Leonding,

Tel.Nr.: 0043-732-90-590-190

 

September 28, 2005

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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 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 (“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).

 



 

CUSIP No.   368483103

Schedule 13D

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Neuson Finance GmbH

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 ý

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Austria

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0 shares

 

8.

Shared Voting Power 
504,148 shares

 

9.

Sole Dispositive Power 
0 shares

 

10.

Shared Dispositive Power 
504,148 shares

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
504,148 shares

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
4.2 %

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

2



 

CUSIP No.   368483103

Schedule 13D

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Neuson Kramer Baumaschinen AG

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 ý

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Austria

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0 shares

 

8.

Shared Voting Power 
504,148 shares

 

9.

Sole Dispositive Power 
0 shares

 

10.

Shared Dispositive Power 
504,148 shares

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
504,148 shares

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
4.2%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

3



 

CUSIP No.   368483103

Schedule 13D

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
PIN Privatstiftung

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 ý

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Austria

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0 shares

 

8.

Shared Voting Power 
504,148 shares

 

9.

Sole Dispositive Power 
0 shares

 

10.

Shared Dispositive Power 
504,148 shares

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
504,148 shares

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
4.2 %

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

4



 

The following constitutes Amendment No. 3 (Amendment No. 3) to the Schedule 13D filed by the undersigned.  This Amendment No. 3 amends the Schedule 13D, as previously amended by Amendment No. 1 thereto and Amendment No. 2 thereto, as specifically set forth below.  This Amendment No. 3 is being filed on behalf of each of the Reporting Persons (as defined below).

Unless otherwise indicated herein, all capitalized terms used herein shall have the meaning given to them in Amendment No. 3, and unless amended or supplemented hereby, all information previously filed remains in effect.

Item 4.

Purpose of Transaction

Except as described under Item 5. below, Neuson Kramer Finance GmbH, Neuson Kramer Baumaschinen AG and PIN Privatstiftung (together, the “Reporting Persons”) do not have any present plans or proposals that relate to, or would result in any of the actions specified in clauses (a) through (j) of the instructions to Item 4. of Schedule 13D.  The Reporting Persons maintain the right to formulate plans or make proposals and take actions with respect to their investment in Gehl Company (the “Company”), including any or all of the items set forth in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D.

Item 5.

Interest in Securities of the Issuer

(a)                                  As of September 26, 2005, the Reporting Persons beneficially own 504,148 shares of the Company’s common stock (the “Shares”), constituting approximately 4.2% of the Company’s outstanding common stock.

(b)           Neuson Kramer Finance GmbH has sole voting power and sole dispositive power with respect to 0 Shares.  Neuson Kramer Baumaschinen AG has sole voting power and sole dispositive power with respect to 0 Shares.  PIN Privatstitftung has sole voting power and sole dispositive power with respect to 0 Shares.  Each of the Reporting Persons may be deemed to have shared voting power and shared dispositive power with respect to 504,148 Shares.

(c)           The following table sets forth all transactions with respect to the Shares effected since the most recent filing on Form 13D on August 24, 2005 by the Reporting Persons:

 

Name

 

Date

 

Number of Shares Sold

 

Price Per Share

 

Neuson Finance GmbH

 

September 26, 2005

 

646,875

 

$

26.504

 

 

The transaction set forth in the table above was effected pursuant to an Underwriting Agreement, dated September 21, 2005, among the Company, Neuson Finance GmbH, Neuson Kramer Baumaschinen AG and Robert W. Baird & Co. Incorporated and Harris Nesbitt Corp., as representatives of the several underwriters (the “Underwriting Agreement”), which is incorporated by reference to Exhibit 1 to the Current Report on Form 8-K filed by the Company with the SEC on September 21, 2005.  Pursuant to the Underwriting Agreement, Neuson Finance GmbH agreed to sell to the underwriters up to 562,500 Shares for $28.12 per share, less underwriting discounts and commissions of $1.616 per share, or $26.504 per share.  In addition, Neuson Finance GmbH granted the underwriters an option (which option was exercised in full on September 23, 2005) to purchase an additional 84,375 Shares for $28.12 per share, less underwriting discounts and commissions of $1.616 per share, or $26.504 per share.

(e)           On September 26, 2005 the Reporting Persons ceased to be the beneficial owner of more than five percent of the Company’s common stock.

 

5



 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as described under Item 5. above, the Reporting Persons have not entered into any contracts, arrangements, understandings or relationships with respect to any of the Company’s securities.

Item 7.

Material to Be Filed as Exhibits

1.  Joint Filing Agreement, dated July 14, 2005, by and among Neuson Finance GmbH, Neuson Kramer Baumaschinen AG and PIN Privatstiftung, incorporated by reference to Exhibit 1 to Amendment No. 1 to Form 13-D filed with the SEC on July 20, 2005.

2.  Underwriting Agreement, dated September 21, 2005, by and among Neuson Finance GmbH, Neuson Kramer Baumaschinen AG, Gehl Company and Robert W. Baird & Co. Incorporated and Harris Nesbitt Corp., as representatives of the several underwriters, incorporated by reference to Exhibit 1 to the Current Report on Form 8-K filed by Gehl Company with the SEC on September 21, 2005.

 

6



 

SIGNATURES

 

After reasonable inquiry and to the best of their knowledge and belief the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: September 28, 2005

 

 

NEUSON FINANCE GMBH

 

 

 

By:

/s/ Günther Binder

 

 

Name: Günther Binder

 

Title: Managing Director

 

 

 

 

 

NEUSON KRAMER BAUMASCHINEN AG

 

 

 

By:

/s/ Johann Neunteufel

 

 

Name: Johann Neunteufel

 

Title: Managing Director

 

 

 

 

 

NEUSON KRAMER BAUMASCHINEN AG

 

 

 

By:

/s/ Günther Binder

 

 

Name: Günther Binder

 

Title: Managing Director

 

 

 

 

 

PIN PRIVATSTIFTUNG

 

 

 

By:

/s/ Johann Neunteufel

 

 

Name: Johann Neunteufel

 

Title: Managing Director

 

 

 

7



 

EXHIBIT INDEX

 

1.  Joint Filing Agreement, dated July 14, 2005, by and among Neuson Finance GmbH, Neuson Kramer Baumaschinen AG and PIT Privatstiftung, incorporated by reference to Exhibit 1 to Amendment No. 1 to Form 13-D filed with the SEC on July 20, 2005.

 

2.  Underwriting Agreement, dated September 20, 2005, by and among Neuson Finance GmbH, Neuson Kramer Baumaschinen AG, Gehl Company and Robert W. Baird & Co. Incorporated and Harris Nesbitt Corp., as representatives of the several underwriters, incorporated by reference to Exhibit 1 to the Current Report on Form 8-K filed by Gehl Company with the SEC on September 21, 2005.

 

8


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