-----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, KCnhkbXQf98r/qL5eaXUMybKiuK66YOT5sRqTOA49DPY/hgxrxFga2boBce9wDWy loi57uRc8FvybvhUmbrayQ== 0000897069-08-001822.txt : 20081126 0000897069-08-001822.hdr.sgml : 20081126 20081126115303 ACCESSION NUMBER: 0000897069-08-001822 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20081126 DATE AS OF CHANGE: 20081126 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: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-126349 FILM NUMBER: 081216360 BUSINESS ADDRESS: STREET 1: 143 WATER STREET CITY: WEST BEND STATE: WI ZIP: 53095 BUSINESS PHONE: 2623349461 MAIL ADDRESS: STREET 1: 143 WATER STREET CITY: WEST BEND STATE: WI ZIP: 53095 POS AM 1 cmw3889.htm POST EFFECTIVE AMENDMENT NO. 1

As filed with the Securities and Exchange Commission on November 26, 2008

Registration No. 333-126349


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-3

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

_________________

GEHL COMPANY*
(Exact name of registrant as specified in its charter)

Wisconsin 39-0300430
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

143 Water Street
West Bend, Wisconsin 53095
(262) 334-9461
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_________________

William D. Gehl
Chairman of the Board and Chief Executive Officer
143 Water Street
West Bend, Wisconsin 53095
(262) 334-9461
(Name, address, and telephone number, including area code, of agent for service)

with a copy to:
Jay O. Rothman
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5306
(414) 271-2400

_________________

        Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

        If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.

        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box.

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.

        If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.

        If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer Accelerated filer
Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company


* TABLE OF GUARANTOR SUBSIDIARY REGISTRANTS

Name, Address and Telephone Number (1)
State or Other
Jurisdiction of
Incorporation

Primary
Standard
Industrial
Classification
Number

I.R.S. Employer
Identification
Number


Compact Equipment Attachments Inc.
Wisconsin 3523 39-2005149

Gehl Power Products, Inc.
South Dakota 3531 39-1600566

Mustang Manufacturing Company, Inc.
Minnesota 3523 41-1584387


(1) The address for each of these additional registrants is 143 Water Street, West Bend, Wisconsin 53095. Their telephone number is (262) 334-9461.


Termination of Registration

        This post-effective amendment filed by Gehl Company, a Wisconsin corporation (the “Company”) and the subsidiary guarantors specified herein (together with the Company, the “Registrants”), deregisters all securities of the Registrants that had been registered for issuance on the Registrants’ Registration Statement on Form S-3 (File No. 333-126349) (the “Registration Statement”) that remain unsold upon the termination of the sales of securities covered by the Registration Statement.

        On October 27, 2008, Tenedor Corporation (“Tenedor”), a Wisconsin corporation and a direct wholly-owned subsidiary of Manitou BF S.A., a French limited company (Société Anonyme) (“Parent”), merged with and into the Company (the “Merger”) pursuant to the Agreement and Plan of Merger, dated as of September 7, 2008, among Parent, Tenedor and the Company, with the Company surviving the Merger as a direct wholly-owned subsidiary of Parent.

        As a result of the Merger, the Registrants have terminated all offerings of securities pursuant to the Registration Statement. In accordance with an undertaking made by the Registrants in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities which remain unsold at the termination of the offering, the Registrants hereby remove from registration all securities under the Registration Statement which remained unsold as of the effective time of the Merger.

1


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Bend, State of Wisconsin, on November 26, 2008.

GEHL COMPANY


 
By:  /s/ William D. Gehl
        William D. Gehl
        Chairman of the Board and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the indicated capacities on November 26, 2008.

Signature Title

/s/ William D. Gehl

Chairman of the Board, Chief Executive Officer and
William D. Gehl Director (Principal Executive Officer)

/s/ Malcolm F. Moore

President and Chief Operating Officer (Principal
Malcolm F. Moore Financial and Accounting Officer)

/s/ Marcel Claude Braud

Director
Marcel Claude Braud

/s/ Bruno Fille

Director
Bruno Fille

/s/ Dominique Himsworth

Director
Dominique Himsworth

1


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Bend, State of Wisconsin, on November 26, 2008.

COMPACT EQUIPMENT ATTACHMENTS INC.


 
By:  /s/ William D. Gehl
        William D. Gehl
        President

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the indicated capacities on November 26, 2008.

Signature Title

/s/ William D. Gehl

President and Director (Principal Executive Officer)
William D. Gehl

/s/ Malcolm F. Moore

Vice President and Director (Principal Financial and
Malcolm F. Moore Accounting Officer)

/s/ Michael J. Mulcahy

Director
Michael J. Mulcahy

/s/ James J. Monnat

Director
James J. Monnat

2


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Bend, State of Wisconsin, on November 26, 2008.

GEHL POWER PRODUCTS, INC.


 
By:  /s/ William D. Gehl
        William D. Gehl
        President

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the indicated capacities on November 26, 2008.

Signature Title

/s/ William D. Gehl

President and Director (Principal Executive
William D. Gehl Officer)

/s/ James J. Monnat

Treasurer (Principal Financial
James J. Monnat and Accounting Officer)

/s/ Michael J. Mulcahy

Director
Michael J. Mulcahy

3


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Bend, State of Wisconsin, on November 26, 2008.

MUSTANG MANUFACTURING COMPANY, INC.


 
By:  /s/ William D. Gehl
        William D. Gehl
        Chairman of the Board

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the indicated capacities on November 26, 2008.

Signature Title

/s/ William D. Gehl

Chairman of the Board and Director (Principal
William D. Gehl Executive Officer)

/s/ Malcolm F. Moore

President (Principal Financial and Accounting
Malcolm F. Moore Officer)

/s/ Michael J. Mulcahy

Director
Michael J. Mulcahy

4

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