-----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, WvzHbHvVCQ5vY2GC+xUd4kg8QHA5T6j7itITS+jAj/j6rD/sxPSTGZjZvR3THIwS bemDN2joetfyNXJ4cy+BGQ== 0000897069-01-500155.txt : 20010510 0000897069-01-500155.hdr.sgml : 20010510 ACCESSION NUMBER: 0000897069-01-500155 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010509 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010509 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: 8-K SEC ACT: SEC FILE NUMBER: 000-18110 FILM NUMBER: 1626721 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 8-K 1 pdm33a.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ----------------------- Date of Report (Date of earliest event reported): May 9, 2001 Gehl Company ---------------------------------------------------- (Exact name of registrant as specified in its charter) Wisconsin 0-18110 39-0300430 - --------------- ------- ---------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 143 Water Street, West Bend, Wisconsin 53095 ------------------------------------------------------ (Address of principal executive offices, including zip code) (262) 334-9461 ----------------------------- (Registrant's telephone number) Item 7. Financial Statements and Exhibits. - ------ --------------------------------- (1) Not applicable. (2) Not applicable. (3) Exhibits. The following exhibit is being filed herewith: -------- (99) Press Release of Gehl Company, dated May 9, 2001. Item 9. Regulation FD Disclosure. - ------ ------------------------ On May 9, 2001, Gehl Company (the "Company") issued a press release disclosing, among other things, that the Company's Board of Directors will explore a full range of strategic alternatives to maximize shareholder value, including acquisitions, strategic alliances, divestitures, a leverage buyout, a recapitalization and the potential sale of the Company, and that the Company has retained Robert W. Baird & Co. to assist the Board of Directors in its strategic review. A copy of the Company's press release is attached as Exhibit 99 to this Current Report on Form 8-K (this "Current Report"). The Company intends that certain matters disclosed in this Current Report (including in the exhibit hereto) are "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding the Company's future financial position, business strategy and profitability, are forward-looking statements. When used in this Current Report (including in the exhibit hereto), words such as the Company "believes" or "expects" or words of similar meaning are generally intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties, assumptions and other factors, some of which are beyond the Company's control, that could cause actual results to differ materially from those anticipated as of May 9, 2001. Factors that could cause such a variance include, but are not limited to, unanticipated changes in general economic and capital market conditions, the Company's ability to implement successfully its strategic initiatives, unanticipated issues associated with the Company's review of strategic alternatives, market acceptance of newly introduced products, the cyclical nature of the Company's business, the Company's and its customers' access to credit, competitive pricing, product initiatives and other actions taken by competitors, disruptions in production capacity, excess inventory levels, the effect of changes in laws and regulations (including government subsidies and international trade regulations), technological difficulties, changes in environmental laws, the impact of any acquisition effected by the Company, and employee and labor relations. Shareholders, potential investors, and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this Current Report (including in the exhibit hereto) are only made as of May 9, 2001, and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. -2- 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 hereunto duly authorized. GEHL COMPANY Date: May 9, 2001 By:/s/ Kenneth P. Hahn ------------------------------------- Kenneth P. Hahn Vice President of Finance and Treasurer -3- GEHL COMPANY Exhibit Index to Current Report on Form 8-K Dated May 9, 2001 Exhibit Number - ------ (99) Press Release of Gehl Company, dated May 9, 2001. -4- EX-99 2 pdm33b.txt PRESS RELEASE [GRAPHIC OMITTED] GEHL Gehl Company Tel: 262/334-9461 143 Water Street Fax: 262/334-6603 P.O. Box 179 Contacts: http://www.gehl.com Kenneth Hahn (investors) West Bend, WI 53095-0179 Vice President, Finance & Treasurer USA 262/334-6632 News Release Drew Brown/Andrew Cole (media) Citigate Sard Verbinnen 212/687-8080 GEHL COMPANY TO EXPLORE STRATEGIC ALTERNATIVES TO MAXIMIZE SHAREHOLDER VALUE Retains Robert W. Baird & Co. to Assist Board of Directors in Review Process ---------------------------------------------------------------------------- WEST BEND, WI, May 9, 2001 - Gehl Company (Nasdaq: GEHL), a manufacturer of light construction and agricultural equipment, today announced that its Board of Directors will explore a full range of strategic alternatives to maximize value for all shareholders, including acquisitions, strategic alliances, divestitures, a leveraged buyout, a recapitalization and the potential sale of the Company. Gehl has retained the investment banking firm of Robert W. Baird & Co. to assist the Board of Directors in its strategic review process. As part of the process, the Board will evaluate proposals from U.S. and international entities. The Board will compare the values that might be realized from various strategic alternatives to the long-term value it could expect to realize for shareholders from continuing to execute Gehl's strategic plan as an independent public company pursuing its growth strategies. "We believe Gehl is well positioned for profitable long-term growth, as evidenced by our first quarter financial results, and has compelling value-creation opportunities as an independent company," said William D. Gehl, Chairman, President and CEO. "However, given current macroeconomic conditions and the changing markets in which Gehl competes, we believe it is appropriate for the Board to undertake a thorough review of the full range of strategic alternatives to determine the best course of action to maximize shareholder value. Nothing is off the table." Newcastle Partners, L.P. and CIC Equity Partners, Ltd., which previously announced a highly conditional acquisition proposal at $18 per share, will be invited to participate in the process on the same terms as all other interested parties. "Newcastle and CIC will have an equal opportunity to participate in this process if they have a genuine interest in the Company," said Gehl. "While we have serious concerns about their motives, as well as their willingness to act on their proposal, we are committed to creating a level playing field for all interested parties." The Company expects the strategic review process to take approximately 2-3 months. Accordingly, Gehl expects to hold its 2001 Annual Meeting of Shareholders in August. About Gehl Company Gehl Company is a leading manufacturer of equipment used worldwide in construction and agricultural markets. Founded in 1859, Gehl is headquartered in West Bend, WI, with manufacturing facilities in West Bend, WI; Lebanon, PA; Madison and Yankton, SD; and Owatonna, MN. The Company markets its products under the Gehl(R) and Mustang(R) brand names. Mustang product information is available at www.mustangmfg.com. Gehl Company information is available at www.gehl.com. Forward Looking Statements The Company intends that certain matters discussed in this press release are "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding the Company's future financial position, business strategy and profitability, are forward-looking statements. When used in this press release, words such as the Company "believes" or "expects" or words of similar meaning are generally intended to identify forward-looking statements. These forwarding-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties, assumptions and other factors, some of which are beyond the Company's control, that could cause actual results to differ materially from those anticipated as of the date of this press release. Factors that could cause such a variance include, but are not limited to, unanticipated changes in general economic and capital market conditions, the Company's ability to implement successfully its strategic initiatives, unanticipated issues associated with the Company's review of strategic alternatives, market acceptance of newly introduced products, the cyclical nature of the Company's business, the Company's and its customers' access to credit, competitive pricing, product initiatives and other actions taken by competitors, disruptions in production capacity, excess inventory levels, the effect of changes in laws and regulations (including government subsidies and international trade regulations), technological difficulties, changes in environmental laws, the impact of any acquisition effected by the Company, and employee and labor relations. Shareholders, potential investors, and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this release are only made as of the date of this release, and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. # # # -----END PRIVACY-ENHANCED MESSAGE-----