-----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, VKHnTtzl0VrioezpH3k/B6kQdpgAjdTZO38dhSs32s3W0vkZ77l3xQKJmLX/Mu9N cNlYkWyHwgJ3m0Q7Dqln7A== 0000856386-97-000013.txt : 19970811 0000856386-97-000013.hdr.sgml : 19970811 ACCESSION NUMBER: 0000856386-97-000013 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970628 FILED AS OF DATE: 19970808 SROS: NASD FILER: 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-18110 FILM NUMBER: 97653991 BUSINESS ADDRESS: STREET 1: 143 WATER STREET CITY: WEST BEND STATE: WI ZIP: 53095 BUSINESS PHONE: 4143349461 MAIL ADDRESS: STREET 1: 143 WATER STREET CITY: WEST BEND STATE: WI ZIP: 53095 10-Q 1 GEHL COMPANY 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 28, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from.............. to ................... Commission file number 0-18110 GEHL COMPANY (Exact name of registrant as specified in its charter) Wisconsin 39-0300430 (State or other jurisdiction of incorporation (I.R.S.Employer or organization) Identification No.) 143 Water Street, West Bend, WI 53095 (Address of principal executive office) (zip code) (414) 334-9461 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at June 28, 1997 Common Stock, $.10 Par Value 6,196,898 GEHL COMPANY FORM 10-Q June 28, 1997 REPORT INDEX Page No. PART I. - FINANCIAL INFORMATION: Condensed Consolidated Statements of Income for the Three- and Six-Month Periods Ended June 28, 1997 and June 29, 1996 . . . . . . . . . . . . . . . . . . . . . . . . 3 Condensed Consolidated Balance Sheets at June 28, 1997, December 31, 1996, and June 29, 1996 . . . . . . . . . . . . . . . 4 Condensed Consolidated Statements of Cash Flows for the Six-Month Periods Ended June 28, 1997 and June 29, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Notes to Condensed Consolidated Financial Statements . . . . . . . . 6 Management's Discussion and Analysis of Results of Operations and Financial Condition . . . . . . . . . . . . . . . . . . . . 8 PART II. - OTHER INFORMATION: Item 4. Submission of Matters to a Vote of Security Holders . . . 11 Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . 11 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 PART I - FINANCIAL INFORMATION GEHL COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share data; unaudited)
Three Months Ended Six Months Ended June 28, June 29, June 28, June 29, 1997 1996 1997 1996 NET SALES $ 51,592 $ 44,474 $ 95,267 $ 83,639 Cost of goods sold 36,045 31,122 66,737 59,271 -------- -------- -------- -------- GROSS PROFIT 15,547 13,352 28,530 24,368 Selling, general and administrative expenses 8,951 8,608 17,783 16,641 -------- -------- -------- -------- INCOME FROM OPERATIONS 6,596 4,744 10,747 7,727 Interest expense (459) (1,056) (927) (2,097) Interest income 339 399 661 808 Other expense, net (406) (409) (459) (461) -------- -------- -------- -------- INCOME BEFORE INCOME TAXES 6,070 3,678 10,022 5,977 Income tax provision 2,185 745 3,608 1,148 -------- -------- -------- -------- NET INCOME $ 3,885 $ 2,933 $ 6,414 $ 4,829 ========= ======== ========= ======== EARNINGS PER SHARE $ .60 $ .47 $ 1.00 $ .78
The accompanying notes are an integral part of the financial statements. GEHL COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)
June 28, December 31, June 29, 1997 1996 1996 ASSETS (Unaudited) (Unaudited) Cash $ 6,576 $ 4,208 $ 5,255 Accounts receivable-net 64,317 55,141 70,891 Finance contracts receivable-net 6,918 5,098 7,842 Inventories 17,579 18,642 18,791 Deferred tax asset 4,385 5,035 4,397 Prepaid expenses and other assets 1,391 1,624 1,347 ---------- ---------- ---------- Total Current Assets 101,166 89,748 108,523 ---------- ---------- ---------- Property, plant and equipment-net 23,521 21,678 20,620 Finance contracts receivable-net, non-current 4,101 3,063 4,604 Other assets 5,424 5,636 5,415 ---------- ---------- --------- TOTAL ASSETS $ 134,212 $ 120,125 $ 139,162 ========== ========== ========= LIABILITIES AND SHAREHOLDERS'EQUITY Current portion of long-term debt obligations $ 186 $ 178 $ 191 Accounts payable 18,917 14,384 13,192 Accrued liabilities 19,781 17,574 17,865 ---------- --------- --------- Total Current Liabilities 38,884 32,136 31,248 ---------- --------- --------- Line of credit facility 11,344 10,454 36,102 Long-term debt obligations 8,645 8,740 8,832 Other long-term liabilities 1,678 1,594 1,574 Deferred income taxes 2,369 2,369 1,425 ---------- --------- --------- Total Long-Term Liabilities 24,036 23,157 47,933 ---------- --------- --------- Common stock, $.10 par value, 25,000,000 shares authorized, 6,196,898, 6,158,720 and 6,143,289 shares outstanding, respectively 620 616 614 Preferred stock, $.10 par value, 2,000,000 shares authorized, 250,000 shares designated as Series A Preferred Stock, no shares issued - - - Capital in excess of par 26,197 26,155 26,061 Retained earnings 44,475 38,061 33,306 ---------- --------- --------- Total Shareholders' Equity 71,292 64,832 59,981 ---------- --------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 134,212 $ 120,125 $ 139,162 ========== ========= =========
The accompanying notes are an integral part of the financial statements. GEHL COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands; unaudited)
Six Months Ended June 28, June 29, 1997 1996 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 6,414 $ 4,829 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,418 1,346 Increase in finance contracts receivable (19,033) (20,038) Proceeds from sales of finance contracts 15,913 14,651 Cost of sales of finance contracts 482 408 Net changes in remaining working capital items (810) 3,679 ------- ------- Net cash provided by operating activities 4,384 4,875 ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Property, plant and equipment additions, net (3,182) (1,579) Other assets 233 670 ------- ------- Net cash (used for) investing activities (2,949) (909) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: (Decrease) increase in long-term debt obligations (87) 8 Increase in long-term liabilities 84 288 Proceeds from (repayments of) credit facility 890 (1,746) Treasury stock repurchase - (535) Proceeds from issuance of common stock 239 8 Purchase of warrant (193) - ------- ------- Net cash provided by (used for) financing activities 933 (1,977) ------- ------- Net increase in cash 2,368 1,989 Cash, beginning of period 4,208 3,266 ------- ------- Cash, end of period $ 6,576 $ 5,255 ======= ======= Supplemental disclosure of cash flow information: Cash paid for the following: Interest $ 898 $ 2,081 Income taxes $ 2,251 $ 1,122
The accompanying notes are an integral part of the financial statements. GEHL COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 28, 1997 (Unaudited) NOTE 1 - BASIS OF PRESENTATION The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, the information furnished for the three- and six-month periods ended June 28, 1997 and June 29, 1996 includes all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of the results of operations and financial position of the Company. The results of operations for the six months ended June 28, 1997 are not necessarily indicative of the results to be expected for the entire year. It is suggested that these interim financial statements be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1996 as filed with the Securities and Exchange Commission. Certain reclassifications have been made in the prior year condensed consolidated financial statements to conform with the current year presentation. NOTE 2 - EARNINGS PER SHARE Earnings per share is computed by dividing net income by the weighted average number of shares of common stock and, if applicable, common stock equivalents which would arise from the exercise of stock options and warrants. The weighted average number of shares used in the computations was 6,479,316 and 6,228,153 for the three months ended June 28, 1997 and June 29, 1996, respectively, and 6,441,828 and 6,215,599 for the six months ended June 28, 1997 and June 29, 1996, respectively. NOTE 3 - INCOME TAXES The income tax provision is determined by applying an estimated annual effective income tax rate to income before income taxes. The estimated annual effective income tax rate is based on the most recent annualized forecast of pretax income, permanent book/tax differences, and tax credits. NOTE 4 - INVENTORIES If all of the Company's inventories had been valued on a current cost basis, which approximated FIFO value, estimated inventories by major classification would have been as follows (in thousands): June 28, December 31, June 29, 1997 1996 1996 Raw materials and supplies $ 4,151 $ 3,547 $ 3,713 Work-in-process 10,146 9,120 7,907 Finished machines and parts 22,077 24,770 26,044 ------- ------- ------- Total current cost value 36,374 37,437 37,664 Adjustments to LIFO basis (18,795) (18,795) (18,873) ------- ------- ------- $ 17,579 $ 18,642 $ 18,791 ======= ======= ======= NOTE 5 - SHAREHOLDER RIGHTS PLAN On May 28, 1997, the Board of Directors of the Company adopted a Shareholder Rights Plan and declared a rights dividend of one preferred share purchase right (Right) for each share of common stock outstanding on June 16, 1997, and provided that one Right would be issued with each share of common stock thereafter issued. The Shareholder Rights Plan provides that in the event a person or group acquires or seeks to acquire 15% or more of the outstanding common stock of the Company, the Rights, subject to certain limitations, will become exercisable. Each Right once exercisable initially entitles the holder thereof (other than the acquiring person whose rights are cancelled) to purchase from the Company one one-hundredth of a share of Series A preferred stock at an initial exercise price of $55 per one one-hundredth of a share (subject to adjustment), or, upon the occurrence of certain events, common stock of the Company or common stock of an "acquiring company" having a market value equivalent to two times the exercise price. Subject to certain conditions, the Rights are redeemable by the Board of Directors for $.01 per Right and are exchangeable for shares of common stock. The Rights have no voting power and expire on May 28, 2007. NOTE 6 - ACCOUNTING PRONOUNCEMENTS The Financial Accounting Standards Board (FASB) has issued Statement of Financial Accounting Standards No. 128, "Earnings per Share" (SFAS 128). SFAS 128 replaces primary EPS with basic EPS, which excludes dilution, and requires presentation of both basic and diluted EPS on the face of the income statement. Diluted EPS is computed similarly to the current fully diluted EPS. SFAS 128 is effective for financial statements issued for periods ending after December 15, 1997, and requires restatement of all prior-period EPS data presented. The adoption of this statement is not expected to materially affect either future or prior-period EPS. The FASB has also issued SFAS No. 130, "Reporting Comprehensive Income" and SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information". These statements are both effective for periods beginning after December 15, 1997. The adoption of these statements is not expected to affect the Company's financial condition or results of operations as they are disclosure only pronouncements. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Results of Operations Three Months Ended June 28, 1997 Compared to Three Months Ended June 29, 1996 Net sales for the second quarter of 1997 were $51.6 million, 16% higher than the $44.5 million in the comparable period of 1996. Gehl Construction's net sales increased 31% to $25.4 million in the second quarter of 1997 from $19.4 million in the second quarter of 1996. The Gehl Construction increase resulted from continued strong demand for the Company's products, particularly rough-terrain telescopic forklifts and skid loaders. Gehl Agriculture's net sales increased 4% to $26.2 million in the second quarter of 1997 from $25.1 million in the second quarter of 1996. The increase was due primarily to an increase in shipments of forage harvesting equipment, manure handling equipment and skid loaders. Gross profit increased $2.2 million, or 16%, during the second quarter of 1997 versus the comparable period of 1996, due primarily to increased sales volume. Gross profit as a percent of net sales increased to 30.1% for the second quarter of 1997 from 30.0% in the comparable period of 1996. The shift in product mix of sales to Gehl Construction resulted in the overall Company increase in gross profit as a percent of net sales. Gross profit as a percent of net sales for Gehl Construction decreased to 32.2% in the second quarter of 1997 from 32.3% for the second quarter of 1996. Gross profit as a percent of net sales for Gehl Agriculture decreased to 28.2% in the second quarter of 1997 from 28.3% for the second quarter of 1996. Selling, general and administrative expenses increased $343,000, or 4%, during the second quarter of 1997 versus the comparable period of 1996. The Company's continued concentration on cost containment resulted in selling, general and administrative expenses decreasing to 17.3% of net sales during the second quarter of 1997 versus 19.4% in the comparable period of 1996. Income from operations in the second quarter of 1997 of $6.6 million was 39% higher than the $4.7 million in the second quarter of 1996. Interest expense decreased $597,000, or 57%, to $459,000 in the second quarter of 1997 from $1.1 million in the second quarter of 1996. The decrease was a result of a reduction in average debt outstanding to $23.8 million in the second quarter of 1997 versus $49.9 million in the second quarter of 1996, combined with a decrease in the average rate of interest paid by the Company to approximately 8.0% in the second quarter of 1997 from 8.3% in the comparable period of 1996. The decrease in the average debt outstanding was primarily the result of cash flow generated from reduced accounts receivable and inventory levels and increased shareholders' equity over the past twelve months. The Company's effective income tax rate was 36% for the second quarter of 1997 versus 20.3% for the second quarter of 1996. Six Months Ended June 28, 1997 Compared to Six Months Ended June 29, 1996 Net sales for the first six months of 1997 were $95.3 million, $11.7 million, or 14%, higher than the $83.6 million in the comparable period of 1996. Gehl Construction's net sales increased 27% to $46.2 million in the first six months of 1997 from $36.4 million in the first six months of 1996. The Gehl Construction increase resulted from increased demand for the Company's products, particularly rough-terrain telescopic forklifts and skid loaders. Gehl Agriculture's net sales increased 4% to $49.1 million in the first six months of 1997 from $47.2 in the first six months of 1996. Of the Company's total net sales reported for the first six months of 1997, $16.4 million represented sales made outside of the United States. Gross profit increased $4.2 million, or 17%, during the first six months of 1997 versus the comparable period of 1996, primarily due to the increased sales volume. Gross profit as a percent of net sales increased to 29.9% for the first six months of 1997 from 29.1% in the comparable period of 1996. The shift in product mix of sales to Gehl Construction resulted in the overall Company increase in gross profit as a percent of net sales. Gross profit as a percent of net sales for Gehl Construction decreased to 31.5% in the first six months of 1997 from 32.0% in the first six months of 1996. The primary reasons for the decrease were a shift in mix of product shipments and a competitive pricing environment in which price increases have not kept pace with cost increases. Gross profit as a percent of net sales for Gehl Agriculture increased to 28.5% for the first six months of 1997 from 26.9% for the first six months of 1996. The primary reasons for the increase were: 1) reduced product costs due to higher overhead absorption associated with increased levels of production, 2) export sales, typically made at a lower gross margin than domestic sales, constituting a smaller portion of the shipments in 1997 than in 1996, and 3) the impact of a change in the mix of products shipped in 1997 versus products shipped in comparable 1996. Selling, general and administrative expenses increased $1.1 million, or 7%, during the first six months of 1997 versus the comparable period of 1996. The increase in spending is at a lower rate than the increase in sales due to the Company's commitment to containing costs. As a percent of net sales, selling, general and administrative expenses decreased to 18.7% during the first six months of 1997 versus 19.9% in the comparable period of 1996. Income from operations in the first six months of 1997 of $10.7 million was 39% higher than the $7.7 million for the comparable period of 1996. Interest expense decreased $1.2 million, or 56%, to $927,000 in the first six months of 1997 from $2.1 million in the first six months of 1996. The decrease was a result of a reduction in average debt outstanding to $23.0 million in the first six months of 1997 versus $49.8 million in the comparable period of 1996, combined with a decrease in the average rate of interest paid by the Company to approximately 8.0% in the first six months of 1997 from 8.2% in the comparable period of 1996. The decrease in the average debt outstanding was primarily the result of cash flow generated from reduced accounts receivable levels and increased shareholders' equity over the past twelve months. Interest income decreased $147,000, or 18%, to $661,000 for the first six months of 1997 from $808,000 in the comparable period of 1996 due primarily to reduced interest income earned on floor plan wholesale receivables and retail finance receivables. The Company's effective income tax rate was 36.0% for the first six months of 1997 versus 19.2% for the first six months of 1996. Financial Condition The Company's working capital was $62.3 million at June 28, 1997, as compared to $57.6 million at December 31, 1996, and $77.3 million at June 29, 1996. The increase since December 31, 1996 resulted primarily from seasonal increases in accounts receivable. The decrease since June 29, 1996 was due primarily to a reduction in accounts receivable and increases in accounts payable. Capital expenditures for property, plant and equipment during the first six months of 1997 were approximately $3.2 million. The Company plans to make approximately $8.0 million of capital expenditures in 1997, including $4.0 million to expand its two South Dakota manufacturing facilities and add equipment necessary to increase production levels of skid loaders, rough-terrain telescopic forklifts and paving products. Outstanding commitments as of June 28, 1997 totaled approximately $2.1 million, including $1.5 million related to the aforementioned plant expansion projects. As of June 28, 1997, the weighted average interest rate paid by the Company on outstanding borrowings under its line of credit facility was 7.0%. The Company had available unused borrowing capacity of $53.0 million, $45.4 million, and $36.6 million under the line of credit facility at June 28, 1997, December 31, 1996, and June 29, 1996, respectively. At June 28, 1997, December 31, 1996, and June 29, 1996, the borrowings outstanding under the line of credit facility were $11.3 million, $10.5 million and $36.1 million, respectively. The sale of finance contracts is an important component of the Company's overall liquidity. Gehl has arrangements with several financial institutions and financial service companies to sell, with recourse, its finance contracts receivable. The Company continues to service all contracts whether or not sold. At June 28, 1997, Gehl serviced $64.3 million of such contracts, of which $52.6 million were owned by other parties. The Company believes that it has sufficient capacity to sell its retail finance contracts for the foreseeable future. Shareholders' equity at June 28, 1997 was $71.3 million. This amount was $11.3 million higher than the $60.0 million of shareholders' equity at June 29, 1996, due primarily to income earned from June 30, 1996 through June 28, 1997. During the second quarter, the Company reacquired previously issued warrants to purchase 50,000 shares of it's common stock. Warrants to purchase 130,000 shares of the Company's common stock remain outstanding. PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders. At the Company's annual meeting of shareholders held on April 16, 1997, John W. Findley, John W. Gehl and Arthur W. Nesbitt were elected as directors of the Company for terms expiring in 2000. The following table sets forth certain information with respect to the election of directors at the annual meeting: Shares Withholding Name of Nominee Shares Voted For Authority John W. Findley 5,526,320 38,251 John W. Gehl 5,527,445 37,126 Arthur W. Nesbitt 5,527,270 37,301 The following table sets forth the other directors of the Company whose terms of office continued after the 1997 annual meeting: Year in Which Name of Director Term Expires Fred M. Butler 1998 William D. Gehl 1998 John W. Splude 1998 Thomas J. Boldt 1999 William P. Killian 1999 Roger E. Secrist 1999 Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits 3.1 Articles of Amendment to the Restated Articles of Incorporation of Gehl Company 3.2 Restated Articles of Incorporation, as amended, of Gehl Company 4.1 Rights Agreement, dated as of May 28, 1997, between Gehl Company and Firstar Trust Company. [Incorporated by reference to Exhibit (4.1) to Gehl Company's Registration Statement on Form 8-A, dated as of May 28, 1997 (Commission File No. 0-18110)] 27 Financial Data Schedule [included in the EDGAR filing only] (b) Reports on Form 8-K A Current Report on Form 8-K, dated May 28, 1997, reporting under Item 5 "Other Events" the adoption of a Shareholder Rights Plan was filed with the Securities and Exchange Commission. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GEHL COMPANY Date: August 7, 1997 By: /s/ William D. Gehl William D. Gehl Chairman of the Board, President and Chief Executive Officer Date: August 7, 1997 By: /s/ Kenneth P. Hahn Kenneth P. Hahn Vice President of Finance and Treasurer (Principal Financial and Accounting Officer) GEHL COMPANY FORM 10-Q June 28, 1997 EXHIBIT INDEX Exhibit No. Document Description 3.1 Articles of Amendment to the Restated Articles of Incorporation of Gehl Company 3.2 Restated Articles of Incorporation, as amended, of Gehl Company 4.1 Rights Agreement, dated as of May 28, 1997, between Gehl Company and Firstar Trust Company. [Incorporated by reference to Exhibit (4.1) to Gehl Company's Registration Statement on Form 8-A, dated as of May 28, 1997 (Commission File No. 0-18110)] 27 Financial Data Schedule [included in the EDGAR filing only] EX-3.1 2 ARTICLES OF AMENDMENT relating to SERIES A PREFERRED STOCK of GEHL COMPANY Pursuant to Sections 180.0602 and 180.1002 of the Wisconsin Business Corporation Law I, Michael J. Mulcahy, Vice President, Secretary and General Counsel of Gehl Company, a corporation organized and existing under the Wisconsin Business Corporation Law (the "Corporation"), in accordance with the provisions of Sections 180.0602 and 180.1002 thereof, DO HEREBY CERTIFY THAT: A. Pursuant to the authority conferred upon the Board of Directors of the Corporation by its Restated Articles of Incorporation and in accordance with Sections 180.0602 and 180.1002 of the Wisconsin Business Corporation Law, said Board of Directors adopted resolutions on May 28, 1997, creating a series of shares of Preferred Stock, $.10 par value, of the Corporation, designated as Series A Preferred Stock. B. Said resolutions of the Board of Directors of the Corporation creating the series designated as Series A Preferred Stock provide that said series shall have such designation and number of shares and such preferences, limitations and relative rights as are set forth in the paragraph below, which paragraph shall constitute Paragraph (5) of Section A of Article III of the Corporation's Restated Articles of Incorporation: (5) Series A Preferred Stock. (i) Designation and Amount. There is hereby created a series of Preferred Stock which shall be designated as "Series A Preferred Stock" (the "Series A Preferred Stock"); the number of shares constituting such series shall be Two Hundred Fifty Thousand (250,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the corporation into Series A Preferred Stock. (ii) Dividends and Distributions. (a) The holders of shares of Series A Preferred Stock, in preference to the holders of Common Stock and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first business days of January, April, July and October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all noncash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the corporation shall at any time after May 28, 1997 (the "Rights Declaration Date") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (b) The corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (a) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (c) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof. (iii) Voting Rights. The holders of shares of Series A Preferred Stock shall have the following voting rights: (a) Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the shareholders of the corporation. In the event the corporation shall at any time declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (b) Except as otherwise provided herein, in any other resolution of the Board of Directors creating a series of Preferred Stock or any similar stock, or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of shareholders of the corporation. (c) Except as set forth herein, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (iv) Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in subparagraph (ii) are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the corporation shall not: (1) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (2) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (3) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, provided that the corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the corporation ranking junior to or on a parity with (both as to dividends or upon dissolution, liquidation or winding up) the Series A Preferred Stock; or (4) purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The corporation shall not permit any corporation of which an amount of voting securities sufficient to elect at least a majority of the directors of such corporation is beneficially owned, directly or indirectly, by the corporation or otherwise controlled by the corporation to purchase or otherwise acquire for consideration any shares of stock of the corporation unless the corporation could, under paragraph (a) of this subparagraph (iv), purchase or otherwise acquire such shares at such time and in such manner. (v) Reacquired Shares. All shares of Series A Preferred Stock that shall at any time have been reacquired by the corporation shall, after such reacquisition, have the status of authorized but unissued shares of Preferred Stock of the corporation, without designation as to series, and may be reissued as part of a new series of Preferred Stock, to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein. (vi) Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the corporation, no distribution shall be made (a) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, provided that the holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of shares of Common Stock, or (b) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (a) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (vii) Consolidation, Merger, etc. In case the corporation shall enter into any consolidation, merger, combination, share exchange or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the corporation shall at any time after the Rights Declaration Date (a) declare any dividend on Common Stock payable in shares of Common Stock, (b) subdivide the outstanding Common Stock, or (c) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (viii) No Redemption. The shares of Series A Preferred Stock shall not be redeemable. (ix) Amendment. To the fullest extent permitted by applicable law, prior to such time as shares of Series A Preferred Stock are issued and outstanding, the Board of Directors may alter or revoke any of the number of shares of Series A Preferred Stock, the powers, preferences or special rights of the Series A Preferred Stock or the other terms of the Series A Preferred Stock. From and after such time as shares of Series A Preferred Stock are issued and outstanding, the Restated Articles of Incorporation of the corporation shall not be amended in any manner that would materially alter or change the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock, voting together as a single class. (x) Fractional Shares. Series A Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holder's fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Preferred Stock. C. None of the shares of Series A Preferred Stock have been issued as of the date hereof. D. The amendment creating the Series A Preferred Stock was adopted by the Board of Directors of the Corporation in accordance with Section 180.1002 of the Wisconsin Business Corporation Law, and shareholder action was not required. IN WITNESS WHEREOF, the undersigned has executed and subscribed these Articles of Amendment on behalf of the Corporation and does affirm the foregoing as true this 28th day of May, 1997. By: /s/ Michael J. Mulcahy Michael J. Mulcahy Vice President, Secretary and General Counsel EX-3.2 3 5/28/97 RESTATED ARTICLES OF INCORPORATION OF GEHL COMPANY, AS AMENDED Pursuant to the provisions of Chapter 180 of the Wisconsin Statutes, these Restated Articles of Incorporation shall supersede and take the place of the corporation's heretofore existing Restated Articles of Incorporation and all amendments thereto: ARTICLE I NAME The name of the corporation is "GEHL COMPANY" ARTICLE II PURPOSE The purposes for which the corporation is organized are to engage in any lawful activity within the purposes for which corporations may be organized under the Wisconsin Business Corporation Law, Chapter 180, Wisconsin Statutes, including (without by this specification limiting the generality of the foregoing) the manufacturing, acquiring, holding, pledging, disposing of and dealing in all kinds of property, whether real, personal or mixed, and whether tangible or intangible and particularly agricultural machinery and equipment. ARTICLE III AUTHORIZED SHARES The aggregate number of shares which the corporation shall have the authority to issue shall be twenty-seven million (27,000,000) shares, consisting of: (i) twenty-five million (25,000,000) shares of a class designated as "Common Stock," with a par value of $.10 per share; and (ii) two million (2,000,000) shares of a class designated as "Preferred Stock," with a par value of $.10 per share. Each issued and outstanding share of Common Stock, $2.00 par value, shall upon the effective date of these Restated Articles of Incorporation be reclassified into five (5) shares of Common Stock, $.10 par value. The designation, relative rights, preferences and limitations of the shares of each class and the authority of the Board of Directors of the corporation to establish and to designate series of the Preferred Stock and to fix the variations in the relative rights, preferences and limitations as between such series, shall be as set forth herein. A. PREFERRED STOCK. (1) Series and Variations Between Series. The Board of Directors of the corporation is authorized, subject to limitations prescribed by law and the provisions of this section A, to provide for the issuance of the Preferred Stock in series, to establish or change the number of shares to be included in each such series and to fix the designation, relative rights, preferences and limitations of the shares of each such series. The authority of the Board of Directors of the corporation with respect to each series shall include, but not be limited to, determination of the following: (i) The number of shares constituting that series and the distinctive designation of that series; (ii) The dividend rate or rates on the shares of that series and/or the method of determining such rate or rates and the timing of dividend payments on the shares of such series; (iii) Whether and to what extent the shares of that series shall have voting rights in addition to the voting rights provided by law, which might include the right to elect a specified number of directors in any case or if dividends on such series were not paid for a specified period of time; (iv) Whether the shares of that series shall be convertible into shares of Common Stock or shares of any other series of Preferred Stock, and, if so, the terms and conditions of such conversion, including the price or prices or the rate or rates of conversion and the terms of adjustment thereof; (v) Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; (vi) The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation; (vii) The obligation, if any, of the corporation to retire shares of that series pursuant to a sinking fund; and (viii) Any other relative rights, preferences and limitations of that series. Subject to the designations, relative rights, preferences and limitations provided pursuant to this section A, each share of Preferred Stock shall be of equal rank with each other share of Preferred Stock. (2) Dividends. Before any dividends shall be paid or set apart for payment upon shares of Common Stock, the holders of each series of Preferred Stock shall be entitled to receive dividends at the rate per annum and at such times as specified in the particular series. Dividends on shares of Preferred Stock shall be paid out of any funds legally available for the payment of such dividends, when and if declared by the Board of Directors. Such dividends shall accumulate on each share of Preferred Stock from the date of issuance. All dividends on shares of Preferred Stock shall be cumulative so that if the corporation shall not pay, on a timely basis, the specified dividend, or any part thereof, on the shares of Preferred Stock then issued and outstanding, such deficiency shall thereafter be fully paid, but without interest, before any dividend shall be paid or set apart for payment on the Common Stock. Any dividend paid upon the Preferred Stock at a time when any accumulated dividends for any prior period are delinquent shall be expressly declared as a dividend in whole or partial payment of the accumulated dividend for the earliest dividend period for which dividends are then delinquent, and shall be so designated to each shareholder to whom payment is made. All shares of Preferred Stock shall rank equally and shall share ratably, in proportion to the rate of dividend of the series, in all dividends paid or set aside for payment for any dividend period or part thereof upon any such shares. Except to the limited extent hereinafter provided, so long as any shares of Preferred Stock shall be outstanding, no dividend, whether in cash, stock or otherwise, shall be paid or declared nor shall any distribution be made on the Common Stock, nor shall any Common Stock be purchased, redeemed or otherwise acquired for value by the corporation, nor shall any moneys be paid to or set aside or made available for a sinking fund for the purchase or redemption of any Common Stock, unless: (i) All dividends on the Preferred Stock of all series for all past dividend periods shall have been paid or shall have been declared and a sum sufficient for the payment thereof set apart; and (ii) The corporation shall have set aside all amounts theretofore required to be set aside as and for all sinking fund accounts, if any, for the redemption or purchase of all series of Preferred Stock for all past sinking fund payment periods or dates. The foregoing provisions shall not, however, apply to, or in any way restrict (x) any acquisition of Common Stock in exchange solely for Common Stock; (y) the acquisition of Common Stock through application of the proceeds of the sale of Common Stock; or (z) stock dividends or distributions payable only in shares of stock having rights and preferences subordinate to the Preferred Stock. (3) Liquidation, Dissolution or Winding Up. In case of voluntary or involuntary liquidation, dissolution or winding up of the corporation, the holders of shares or each series of Preferred Stock shall be entitled to receive out of the assets of the corporation in money or money's worth the amount specified in the particular series for each share at the time outstanding together with all accrued but unpaid dividends thereon, before any of such assets shall be paid or distributed to holder of Common Stock. In case of the voluntary or involuntary liquidation, dissolution or winding up of the corporation, if the assets of the corporation shall be insufficient to pay the holders of all shares of Preferred Stock then outstanding the entire amounts to which they may be entitled, the holders of shares of each outstanding series of Preferred Stock shall share ratably in such assets in proportion to the respective amounts payable in liquidation. (4) Voting Rights. The holders of Preferred Stock shall have only such voting rights as are fixed for shares of each series by the Board of Directors pursuant to this section A or are provided by law. (5) Series A Preferred Stock. (i) Designation and Amount. There is hereby created a series of Preferred Stock which shall be designated as "Series A Preferred Stock" (the "Series A Preferred Stock"); the number of shares constituting such series shall be Two Hundred Fifty Thousand (250,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the corporation into Series A Preferred Stock. (ii) Dividends and Distributions. (a) The holders of shares of Series A Preferred Stock, in preference to the holders of Common Stock and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first business days of January, April, July and October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all noncash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the corporation shall at any time after May 28, 1997 (the "Rights Declaration Date") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (b) The corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (a) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (c) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof. (iii) Voting Rights. The holders of shares of Series A Preferred Stock shall have the following voting rights: (a) Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the shareholders of the corporation. In the event the corporation shall at any time declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (b) Except as otherwise provided herein, in any other resolution of the Board of Directors creating a series of Preferred Stock or any similar stock, or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of shareholders of the corporation. (c) Except as set forth herein, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (iv) Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in subparagraph (ii) are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the corporation shall not: (1) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (2) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (3) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, provided that the corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the corporation ranking junior to or on a parity with (both as to dividends or upon dissolution, liquidation or winding up) the Series A Preferred Stock; or (4) purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The corporation shall not permit any corporation of which an amount of voting securities sufficient to elect at least a majority of the directors of such corporation is beneficially owned, directly or indirectly, by the corporation or otherwise controlled by the corporation to purchase or otherwise acquire for consideration any shares of stock of the corporation unless the corporation could, under paragraph (a) of this subparagraph (iv), purchase or otherwise acquire such shares at such time and in such manner. (v) Reacquired Shares. All shares of Series A Preferred Stock that shall at any time have been reacquired by the corporation shall, after such reacquisition, have the status of authorized but unissued shares of Preferred Stock of the corporation, without designation as to series, and may be reissued as part of a new series of Preferred Stock, to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein. (vi) Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the corporation, no distribution shall be made (a) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, provided that the holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of shares of Common Stock, or (b) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (a) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (vii) Consolidation, Merger, etc. In case the corporation shall enter into any consolidation, merger, combination, share exchange or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the corporation shall at any time after the Rights Declaration Date (a) declare any dividend on Common Stock payable in shares of Common Stock, (b) subdivide the outstanding Common Stock, or (c) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (viii) No Redemption. The shares of Series A Preferred Stock shall not be redeemable. (ix) Amendment. To the fullest extent permitted by applicable law, prior to such time as shares of Series A Preferred Stock are issued and outstanding, the Board of Directors may alter or revoke any of the number of shares of Series A Preferred Stock, the powers, preferences or special rights of the Series A Preferred Stock or the other terms of the Series A Preferred Stock. From and after such time as shares of Series A Preferred Stock are issued and outstanding, the Restated Articles of Incorporation of the corporation shall not be amended in any manner that would materially alter or change the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock, voting together as a single class. (x) Fractional Shares. Series A Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holder's fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Preferred Stock. B. COMMON STOCK. (1) Dividends. Subject to the provisions of this Article III, the Board of Directors may, in its discretion, out of funds legally available for the payment of dividends and at such times and in such manner as determined by the Board of Directors, declare and pay dividends on the Common Stock. (2) Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the corporation, after there shall have been paid to or set aside for the holders of shares of Preferred Stock the full preferential amounts to which they are entitled, the holders of outstanding shares of Common Stock shall be entitled to receive pro rata, according to the number of shares held by each, the remaining assets of the corporation available for distribution. (3) Voting Rights. Except as otherwise provided by law and except as may be determined by the Board of Directors with respect to the Preferred Stock pursuant to section A of this Article III, only the holders of Common Stock shall be entitled to vote for the election of directors of the corporation and for all other corporate purposes. Upon any such vote the holders of Common Stock shall, except as otherwise provided by law, be entitled to one vote for each share of Common Stock held by them respectively. C. PREEMPTIVE RIGHTS. Except as the Board of Directors of the corporation may otherwise determine from time to time, no shareholder of the corporation shall have any preferential or preemptive right to subscribe for or purchase from the corporation any new or additional shares of capital stock of the corporation or securities convertible into shares of capital stock, whether now or hereafter authorized. D. REPURCHASE OF SHARES. The corporation, subject to the conditions provided for herein, shall have the express right to acquire and dispose of its own shares on such terms and conditions as the Board of Directors may from time to time determine and agree. ARTICLE IV BOARD OF DIRECTORS A. POWERS, NUMBER, CLASSIFICATION AND NOMINATION. The general powers, number, classification, and requirements for nomination of directors shall be as set forth in sections 3.01, 3.02 and 3.03 of Article III of the By-Laws of the corporation (and as such sections shall exist from time to time). Notwithstanding any other provisions of these Restated Articles of Incorporation or the By-Laws of the corporation (and notwithstanding the fact that a lesser affirmative vote may be specified by law), the affirmative vote of shareholders possessing at least seventy-five percent of the voting power of the then outstanding shares of all classes of stock of the corporation generally possessing voting rights in elections of directors, considered for this purpose as one class, shall be required to amend, alter, change or repeal, or to adopt any provision inconsistent with, such sections 3.01, 3.02 and 3.03 of Article III of the By-Laws, or any provision thereof; provided, however, that the Board of Directors, by a resolution adopted by the Requisite Vote (as defined herein), may amend, alter, change or repeal, or adopt any provision inconsistent with, sections 3.01, 3.02 and 3.03 of Article III of the By- Laws, or any provision thereof, without the vote of the shareholders. As used herein, the term "Requisite Vote" shall mean the affirmative vote of at least two-thirds of the directors then in office plus one director. B. REMOVAL OF DIRECTORS. Any director may be removed from office, but only for "cause" (as defined herein) by the affirmative vote of shareholders possessing at least a majority of the voting power of the then outstanding shares of all classes of stock of the corporation generally possessing voting rights in elections of directors, considered for this purpose as one class; provided, however, that if the Board of Directors by a resolution adopted by the Requisite Vote shall have recommended removal of a director, then the shareholders may remove such director from office by the foregoing vote without cause. As used herein, "cause" shall be deemed to exist only if the director whose removal is proposed has committed acts of fraud constituting a felony and resulting in personal enrichment for the director at the corporation's expense for which the director was duly and properly indicated and such indictment is not dismissed within ninety (90) days of issuance. C. VACANCIES. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, shall be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum of the Board of Directors, or by a sole remaining director. Any director so elected shall serve until the next election of the class for which such director shall have been chosen and until his successor shall be duly elected and qualified. D. AMENDMENTS. (1) Notwithstanding any other provision of these Restated Articles of Incorporation (and notwithstanding the fact that a lesser affirmative vote may be specified by law), the affirmative vote of shareholders possessing at least seventy-five percent of the voting power of the then outstanding shares of all classes of stock of the corporation generally possessing voting rights in elections of directors, considered for this purpose as one class, shall be required to amend, alter, change or repeal, or adopt any provision inconsistent with, the provisions of this Article IV. (2) Notwithstanding the foregoing and any provisions in the By- Laws of the corporation, whenever the holders of any one or more series of Preferred Stock issued by the corporation pursuant to Article III hereof shall have the right, voting separately as a class or by series, to elect directors at an annual or special meeting of shareholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of the series of Preferred Stock applicable thereto, and such directors so elected shall not be divided into classes unless expressly provided by the terms of the applicable series. ARTICLE V BUSINESS COMBINATIONS A. BUSINESS COMBINATIONS WITHIN THREE YEARS OF THE STOCK ACQUISITION DATE. In addition to any affirmative vote otherwise required by law, the By-Laws of the corporation or these Restated Articles of Incorporation, and except as otherwise expressly provided in section C of this Article V, the corporation may not engage in a Business Combination (as herein-after defined) with an Interested Shareholder (as hereinafter defined) for three (3) years after the Interested Shareholder's Stock Acquisition Date (as hereinafter defined) unless the Board of Directors of the corporation has approved by resolution, before the Interested Shareholder's Stock Acquisition Date, that Business Combination or the purchase of Stock (as hereinafter defined) made by the Interested Shareholder on that Stock Acquisition Date. B. BUSINESS COMBINATIONS MORE THAN THREE YEARS AFTER THE STOCK ACQUISITION DATE. Except as otherwise expressly provided in section C of this Article V, at any time after the three-year period described in section A above the corporation may engage in a Business Combination with an Interested Shareholder but only if, in addition to any affirmative vote otherwise required by law, the By-Laws of the corporation or these Restated Articles of Incorporation, any of the following conditions is satisfied: (1) The Board of Directors of the corporation has approved, before the Interested Shareholder's Stock Acquisition Date, the purchase of Stock made by the Interested Shareholder on that Stock Acquisition Date. (2) The Business Combination is approved by the affirmative vote of the holders of a majority of the Voting Stock (as hereinafter defined) not beneficially owned by the Interested Shareholder at a meeting called for that purpose. (3) The Business Combination meets all of the following conditions: (i) Holders of all outstanding shares of Stock of the corporation not beneficially owned by the Interested Shareholder are each entitled to receive per share an aggregate amount of cash and the market value, as of the Consummation Date (as hereinafter defined), of noncash consideration at least equal to the higher of the following: (a) The highest of: the market value per share on the Announcement Date (as hereinafter defined) with respect to the Business Combination, the market value per share on the Interested Shareholder's Stock Acquisition Date, the highest price per share paid by the Interested Shareholder, including brokerage commissions, transfer taxes and soliciting dealers' fees, for shares of the same class or series within the three (3) years immediately before the including the Announcement Date of the Business Combination or the highest price per share paid by the Interested Shareholder, including brokerage commissions, transfer taxes and soliciting dealers' fees, for shares of the same class or series within the three (3) years immediately before and including the Interested Shareholder's Stock Acquisition Date; plus, in each case, interest compounded annually from the earliest date on which that highest per share acquisition price was paid or the per share market value was determined, through the Consummation Date, at the rate for one- year U.S. Treasury obligations from time to time in effect; less the aggregate amount of any cash and the market value, as of the dividend payment date, of any noncash dividends paid per share since that date, up to the amount of that interest. (b) The highest preferential amount per share, if any, to which the holders of shares of that class or series of Stock are entitled upon the voluntary or involuntary liquidation of the corporation, plus the aggregate amount of dividends declared or due which those holders are entitled to before payment of dividends on another class or series of Stock, unless the aggregate amount of those dividends is included in the preferential amount. (ii) The form of consideration to be received by holders of each particular class or series of outstanding Stock in the Business Combination is in cash or, if the Interested Shareholder holds previously acquired shares of that class or series, the same form as the Interested Shareholder previously used to acquire the largest number of shares of that class or series. C. EXCLUDED TRANSACTIONS. The provisions of sections A and B of this Article V shall not apply to any of the following: (1) A Business Combination with an Interested Shareholder who was an Interested Shareholder immediately before September 30, 1989, unless subsequently the Interested Shareholder increased its beneficial ownership of the voting power of the outstanding Voting Stock of the corporation to a proportion in excess of the proportion of voting power that the Interested Shareholder beneficially owned immediately before September 30, 1989, excluding an increase approved by resolution of the Board of Directors of the corporation before the increase occurred. (2) A Business Combination of the corporation with an Interested Shareholder which became an Interested Shareholder inadvertently, if the Interested Shareholder satisfies both of the following: (i) As soon as practicable divests itself of a sufficient amount of the Voting Stock of the corporation so that the Interested Shareholder is no longer the beneficial owner of at least 10% of the voting power of the outstanding Voting Stock of the corporation, or a Subsidiary of the corporation (as hereinafter defined). (ii) Would not at any time within the three (3) years before the Announcement Date with respect to the Business Combination in question have been an Interested Shareholder except for the inadvertent acquisition. (3) A Business Combination of the corporation with an Interested Shareholder which was an Interested Shareholder immediately before September 30, 1989, and inadvertently increased its beneficial ownership of the voting power of the outstanding Voting Stock of the corporation to a proportion in excess of the proportion of voting power that the Interested Shareholder beneficially owned immediately before September 30, 1989, if the Interested Shareholder divests itself of a sufficient amount of Voting Stock so that the Interested Shareholder is no longer the beneficial owner of a proportion of the voting power in excess of the proportion of voting power that the Interested Shareholder held immediately before September 30, 1989. D. DEFINITIONS. For purposes of this Article V: (1) "Affiliate" shall mean a person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with a specified person. (2) "Announcement Date" shall mean the date of the first public announcement of a final, definitive proposal for a Business Combination. (3) "Associate" of a person shall mean any of the following: (i) A corporation or organization of which the person is an officer, director or partner or is the beneficial owner of at least 10% of any class of Voting Stock. (ii) A trust or other estate in which the person has a substantial beneficial interest or as to which the person serves as trustee or in a similar fiduciary capacity. (iii) A relative or spouse of the person, or a relative of the spouse, who has the same principal residence as the person. (4) A person shall be deemed to be the "beneficial owner" of any Stock: (i) which such person or any of such person's Affiliates or Associates beneficially owns, directly or indirectly; (ii) which such person or any of such person's Affiliates or Associates has (a) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), or upon the exercise of conversion rights, exchange rights, rights (other than rights issued by the corporation pursuant to a shareholder rights plan), warrants or options, or otherwise; provided, however, that a person shall not be deemed the beneficial owner of securities tendered pursuant to a tender or exchange offer made by or on behalf of such person or any of such person's Affiliates or Associates until such tendered securities are accepted for purchase or exchange; or (b) the right to vote pursuant to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed the beneficial owner of any security if the agreement, arrangement or understanding to vote such security arises solely from a revocable proxy or consent given to such person in response to a public proxy or consent solicitation; or (iii) which are beneficially owned, directly or indirectly, by any other person with which such person or any of such person's Affiliates or Associates has any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities) for the purpose of acquiring, holding, voting (except to the extent contemplated by the proviso to section D(4)(ii)(b) of this Article V) or disposing of any securities of the corporation. (5) "Business Combination" means any of the following: (i) A merger or consolidation of the corporation or any Subsidiary of the corporation with any of the following: (a) An Interested Shareholder. (b) A corporation, whether or not it is an Interested Shareholder, which is, or after a merger or consolidation would be, an Affiliate or Associate of an Interested Shareholder. (ii) A sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions, to or with an Interested Shareholder or an Affiliate or Associate of an Interested Shareholder of assets of the corporation or a Subsidiary of the corporation if those assets meet any of the following conditions: (a) Have an aggregate market value equal to a least 5% of the aggregate market value of all the assets, determined on a consolidated basis, of the corporation. (b) Have an aggregate market value equal to at least 5% of the aggregate market value of all the outstanding Stock of the corporation. (c) Represent at least 10% of the earning power or income, determined on a consolidated basis, of the corporation. (iii) The issuance or transfer by the corporation or a Subsidiary of the corporation, in one transaction or a series of transactions, of any Stock of the corporation or a Subsidiary of the corporation is all of the following conditions are satisfied: (a) The stock has an aggregate market value equal to at least 5% of the aggregate market value of all of the outstanding Stock of the corporation. (b) The Stock is issued or transferred to an Interested Shareholder or an Affiliate or Associate of an Interested Shareholder, except for Stock of the corporation or such Subsidiary issued or transferred pursuant to the exercise of warrants, rights or options to purchase such Stock offered, or a dividend paid, or distribution made, proportionately to all holders of Stock of the corporation. (iv) The adoption of a plan or proposal for the liquidation or dissolution of the corporation which is proposed by, on behalf of, or pursuant to a written or unwritten agreement, arrangement or understanding with, an Interested Shareholder or an Affiliate or Associate of an Interested Shareholder. (v) Any of the following, if the direct or indirect effect is to increase the proportionate share of the outstanding Stock of a class or series of securities convertible into Voting Stock of the corporation or a Subsidiary of the corporation beneficially owned by the Interested Shareholder of an Affiliate or Associate of the Interested Shareholder, unless the increase is the result of immaterial changes due to fractional share adjustment: (a) A reclassification of securities, including, without limitation, a stock split, stock dividend or other distribution of Stock in respect of Stock, or reverse stock split. (b) A recapitalization of the corporation. (c) A merger or consolidation of the corporation with a Subsidiary of the corporation. (d) Any other transaction, whether or not with, into or involving the Interested Shareholder, which is proposed by, on behalf of, or pursuant to a written or unwritten agreement, arrangement or understanding with, the Interested Shareholder or an Affiliate or Associate of the Interested Shareholder. (vi) Receipt by an Interested Shareholder or an Affiliate or Associate of an Interested Shareholder of the direct or indirect benefit of a loan, advance, guarantee, pledge or other financial assistance or a tax credit or other tax advantage provided by or through the corporation or any Subsidiary of the corporation, unless the Interested Shareholder receives the benefit proportionately as a holder of Stock of the corporation. (6) "Consummation Date" means the date of consummation of a Business Combination. (7) "Control", "controlled by" or "under common control with" means the possession, directly or indirectly of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of Voting Stock, except as provided in the next sentence, by contract, or otherwise. "Control" of a corporation is not established for purposes of this Article V if a person, in good faith and not for the purpose of circumventing this Article V, holds voting power as an agent, bank, broker, nominee, custodian or trustee for one or more beneficial owners who do not individually or as a group have control of the corporation. For purposes of this Article V, a person's beneficial ownership of at least 10% of the voting power of a corporation's outstanding Voting Stock creates a presumption that the person has control of the corporation. (8) (i) "Interested Shareholder," with respect to the corporation, means a person other than the corporation or a Subsidiary of the corporation that meets any of the following conditions: (a) Is the beneficial owner of at least 10% of the voting power of the outstanding Voting Stock of the corporation. (b) Is an Affiliate or Associate of the corporation and at any time within three (3) years immediately before the date in question was the beneficial owner of at least 10% of the voting power of the then outstanding Voting Stock of the corporation. (ii) For the purpose of determining whether a person is an Interested Shareholder, the number of shares of Voting Stock of the corporation considered outstanding includes shares beneficially owned by the person but does not include any other unissued shares of Voting Stock of the corporation which may be issuable pursuant to an agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise. (9) "Stock" means any of the following: (i) Shares, stock or similarly security, certificate of interest, participation in a profit sharing agreement, voting trust certificate, or certificate of deposit for any of the items described herein. (ii) Security which is convertible, with or without consideration, into stock, or any warrant, call or other option or privilege of buying stock, or any other security carrying a right to acquire, subscribe to or purchase stock. (10) "Stock Acquisition Date", with respect to any person, means the date that that person first becomes an Interested Shareholder of the corporation. (11) "Subsidiary of the corporation" shall mean any other corporation of which Voting Stock having a majority of the votes entitled to be cast is owned, directly or indirectly, by the corporation. (12) "Voting Stock" means capital stock of a corporation entitled to vote generally in the election of directors. E. DETERMINATION OF MARKET VALUE. For purposes of this Article V, the market value of Stock or other property other than cash or Stock is determined as follows: (1) In the case of Stock generally, by: (i) The highest closing sale price during the thirty (30) days immediately before the date in question of a share of that class or series of Stock on the composite tape for stocks listed on the New York Stock Exchange, or, if that class or series of Stock is not quoted on the composite tape or if that class or series of Stock is not listed on the New York Stock Exchange, on the principal U.S. securities exchange registered under the Securities Exchange Act of 1934, as amended, on which that class or series of Stock is listed. (ii) If that class or series of Stock is not listed on an exchange described above, the highest closing bid quotation for a share of that class or series of Stock during the thirty (30) days immediately before the date in question on the National Association of Securities Dealers Automated Quotation System, or any similar system then in use. (2) In the case of property other than cash or Stock (except for Stock not traded as provided above), the fair market value of the property or Stock on the date in question as determined in good faith by the Board of Directors of the corporation. F. FIDUCIARY OBLIGATIONS. Nothing contained in this Article V shall be construed to relieve any Interested Shareholder from any fiduciary obligation imposed by law. G. AMENDMENT. Notwithstanding any other provisions of these Restated Articles of Incorporation (and notwithstanding that a lesser affirmative vote may be specified by law), the affirmative vote of shareholders possessing at least seventy-five percent of the voting power of the then outstanding Voting Shares, considered for this purpose as one class, shall be required to amend, alter, change, repeal, or adopt any provision inconsistent with this Article V. ARTICLE VI REGISTERED OFFICE AND AGENT At the time of adoption of these Restated Articles of Incorporation the address of the registered office of the corporation is 143 Water Street, West Bend, Wisconsin 53095, in Washington County. The name of the registered agent at such address is Michael J. Mulcahy. ARTICLE VII AMENDMENTS Except as otherwise provided herein, these Restated Articles may be amended at any regular or special meeting of the shareholders of the corporation by the affirmative vote of shareholders possessing at least two-thirds (2/3) of the voting power of all then outstanding shares entitled to vote thereon. EX-27 4
5 This schedule contains summary financial information extracted from Gehl Company's consolidated balance sheet at June 28, 1997 and consolidated statements of income for the six month period ended June 28, 1997 and is qualified in its entirety by reference to such financial statements. 1000 6-MOS DEC-31-1997 JAN-1-1997 JUN-28-1997 6576 0 71235 0 17579 101166 59928 36407 134212 38884 19989 620 0 0 70672 134212 95267 95267 66737 66737 0 0 927 10022 3608 6414 0 0 0 6414 1.00 0 Company presents receivables on a net basis in compliance with Article 10 of Regulation S-X. Includes all non-current portion of debt obligations Not reported
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