SC 14D9/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 2

TO

SCHEDULE 14D-9

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the

Securities Exchange Act of 1934

Gehl Company

(Name of Subject Company)

Gehl Company

(Names of Person(s) Filing Statement)

Common Stock, $.10 par value

(Title of Class of Securities)

368483103

(CUSIP Number of Class of Securities)

William D. Gehl

Chief Executive Officer

Gehl Company

143 Water Street

West Bend, Wisconsin 53095

(262) 334-9461

(Name, address and telephone number of person

authorized to receive notices and communications on

behalf of the person(s) filing statement)

With copies to:

Benjamin F. Garmer, III

Jay O. Rothman

Foley & Lardner LLP

777 East Wisconsin Avenue

Milwaukee, Wisconsin 53202-5306

(414) 271-2400

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer

This Amendment No. 2 to Schedule 14D-9 (this “Amendment No. 2”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the Securities and Exchange Commission on September 8, 2008 on Schedule 14D-9 (the “Schedule 14D-9”). This Amendment No. 2 and the Schedule 14D-9 relate to the offer by Tenedor Corporation, a Wisconsin corporation (“Purchaser”), and a direct wholly-owned subsidiary of Manitou BF S.A., a French limited company (Société Anonyme) (“Parent”), to purchase all outstanding shares of common stock, par value $0.10 per share (the “Shares”), of Gehl Company, a Wisconsin corporation (the “Company”), at a price of $30.00 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions disclosed in the Tender Offer Statement, Rule 13e-3 Transaction Statement and amended Schedule 13D Beneficial Ownership Statement on Schedule TO (the “Schedule TO”) and as set forth in the Offer to Purchase dated September 7, 2008 (the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

This Amendment No. 2 is being filed by the Company to amend and supplement Item 9 of the Schedule 14D-9. Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items in this Amendment.

Item 9 is amended and supplemented to include the following exhibits:

(a)(8)	Text of Gehl Company U.S. Employee Question and Answer Document
(a)(9)	Text of Gehl Company European Employee Question and Answer Document

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 19, 2008

GEHL COMPANY
By:	/s/ Michael J. Mulcahy
	Michael J. Mulcahy Vice President, Secretary and General Counsel

2

EXHIBIT INDEX

(a)(8)	Text of Gehl Company U.S. Employee Question and Answer Document
(a)(9)	Text of Gehl Company European Employee Question and Answer Document

3

EX-99.(A)(8)

Exhibit (a)(8)

Gehl Company / Manitou Planned Merger

U.S.-Based Employee Q & A

Q. Why did the Gehl Company Board of Directors decide to sell to Manitou instead of continuing as an independent company?

A. The merger with Manitou is an opportunity that offers us a number of great synergies. Our well established distribution network offers Manitou an opportunity to further advance their presence in the North American marketplace. We instantly become part of a much larger organization with improved access to capital and markets. Our ability to compete with some of the larger players in our market space is greatly improved.

Q. Why Manitou?

A. As you know, we have had a good relationship with Manitou dating back to 2004, including, but not limited to, both distribution and manufacturing rights. Manitou is our largest shareholder. Marcel Claude Braud (pronounced “bro”) is a member of our Board of Directors and we have already worked with Manitou employees on several joint projects. Manitou sees Gehl Company as a very complementary addition to products and talent. So, our good relationship becomes a GREAT relationship. It is believed that the combined value of the two companies will be greater than the sum of their value if operated separately.

Q. How closely held is Manitou?

A. The Braud family owns approximately 61.5% of the shares of Manitou. The Braud family has been involved with Manitou company since its founding 50 years ago.

Q. What does the word Manitou mean?

A. It means “handles all.”

Q. Does this mean we are no longer publicly traded?

A. Gehl Company will no longer be publicly traded. We will become a wholly-owned subsidiary of Manitou BF S.A. which is traded on the Paris exchange under ticker symbol MTU.PA.

Q. Why is this good for our employees and for our dealers?

A. By joining forces, we believe we will capture many synergies the combined organization has to offer. Our dealers and their customers all benefit from an expanded product line and our ability to leverage cost opportunities in our supply chain. When our dealers and their customers benefit, their businesses prosper. When their businesses prosper and our business grows, our employees prosper through greater career opportunities. It is a win-win proposition.

Q. What will happen to the Gehl brand name?

A. One of the really valuable assets of Gehl Company is the brand equity that we have developed in the marketplace over many years of hard work. This is true of not only the Gehl brand, but also of our other powerful brands including Mustang and Edge. We have every reason to believe, and Manitou has not given us reason to think otherwise, that we will continue to market Gehl, Mustang, and Edge branded products in the same manner we do today.

-1-

Gehl Company / Manitou Planned Merger

U.S.-Based Employee Q & A

Q. What will happen to the new office building in West Bend?

A. We will move into the new R&D center and corporate office building as planned. Currently, we expect to complete construction and move into the new R&D center by the end of 2008 and settle into the new corporate office building in June of 2009.

Q. Will there be any changes to production in the Madison and Yankton plants?

A. There are no planned changes. Our state-of-the-art manufacturing capabilities in our South Dakota facilities are a strategic component of the new, combined organization.

Q. Is there any planned reduction in the workforce as a result of the planned merger?

A. No.

Q. Will we continue to engineer our own products?

A. We plan to move into the new state-of-the-art R&D center as planned. We anticipate engineering our own products. However, we will have the benefit of collaborating with Manitou’s strong engineering organization.

Q. What happens to our Outside Manufacturing Process (OMP) relationships?

A. We remain an important customer to our key OMP suppliers. We do not expect to see any near-term changes resultant of the merger.

Q. Will the Gehl Foundation scholarship cease after the planned merger?

A. The Gehl Foundation is a separate entity funded by an endowment fund. There are no plans to curtail the scholarship program at this time.

Q. Does the planned merger in any way impact an employee’s vesting status under the pension plans or the Gehl Savings Plan?

A. The planned merger does not in any way affect any employee’s vesting status. All past service continues to be recognized for Plan vesting purposes.

Q. I am concerned about the effect of the merger on my accrued pension benefit. Should I retire prior to October 20, 2008 so I don’t lose my pension?

A. An employee will not lose an accrued pension benefit as the result of the planned merger. There is no change in the earned pension benefit. There is no benefit to leaving the employ of Gehl Company prior to the closure of the planned merger.

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Gehl Company / Manitou Planned Merger

U.S.-Based Employee Q & A

Q. Does the planned merger in any way affect assets held by the Company to pay pension plan benefits?

A. All Company pension benefits are paid from assets that are held in a separate trust account. The assets held in the trust can only be used to pay benefits to plan participants and for costs directly related to the pension plans. An independent trustee (M&I Trust Company) ensures that assets are used only for this purpose. Neither Gehl Company, nor any of its creditors, or Manitou for that matter, can remove any assets that are held in the separate pension trust account.

Q. Does the planned merger in any way affect Company pension plan contributions?

A. Gehl Company pension plans are funded in accordance with Department of Labor and IRS regulations. The Company has made all required contributions to the plans for 2008 and all prior years.

Q. Will the match on the 401(k) stay the same? Will there be any change to pension or vacation benefits after the planned merger?

A. Under the terms of the Merger Agreement, Manitou has committed to provide compensation and benefits at least as favorable in the aggregate as is currently provided to Gehl Company employees.

Q. What will happen to the Gehl stock I hold in the 401(k) savings plan?

A. Savings plan participants will have the same ability as any of our shareholders to tender Gehl Company shares held for their account in connection with the merger. Shares that participants choose not to tender will also be converted to cash upon completion of the merger. Participants will need to direct the reinvestment of cash received in exchange for their Gehl shares to other fund options in the Savings Plan. Further instructions on this matter are forthcoming.

Q. Will there be any changes in health care coverage after the planned merger?

A. We make modifications to our health care plan designs periodically during the course of normal business. We plan to hold our normal open enrollment meetings at the beginning of November.

Q. Will Manitou alter our pre-65 retiree health care and life insurance coverages? Should I retire prior to October 20 so I do not lose these benefits?

A. We have received no indication from Manitou of any intention to alter the pre-65 retiree health care program. Retiree health care benefits are subject to change with any company. Retiring prior to October 20 would do nothing to preserve an employee’s ability to participate in the retiree health care program.

On September 8, 2008, the tender offer formally commenced, and the Offer to Purchase was mailed to shareholders of Gehl Company, beginning on September 8, 2008. The information contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of Gehl Company. Manitou BF S.A. and Tenedor Corporation have filed a Tender Offer Statement and a Rule 13e-3 Transaction Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and other documents relating to the tender offer and the merger, and Gehl Company has filed a

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Gehl Company / Manitou Planned Merger

U.S.-Based Employee Q & A

Solicitation/Recommendation Statement on Schedule 14D-9 and a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the tender offer and the merger. Manitou BF S.A. and Tenedor Corporation are mailing the Offer to Purchase, the Schedule 14D-9, the letter of transmittal and selected materials to the shareholders of Gehl Company, beginning on September 8, 2008. These documents filed by Manitou, Tenedor Corporation and Gehl contain important information about the tender offer and shareholders of Gehl Company are urged to read carefully both these documents and documents that will be filed in the future by Manitou, Tenedor Corporation and Gehl with the Securities and Exchange Commission in connection with the tender offer and the merger. Shareholders of Gehl Company may obtain a free copy of these documents at www.gehl.com, and the website maintained by the Securities and Exchange Commission at http://www.sec.gov.

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EX-99.(A)(9)

Exhibit (a)(9)

Gehl Company / Manitou Planned Merger

Gehl Europe Employee Q & A

Q. Why did the Gehl Company Board of Directors decide to sell to Manitou instead of continuing as an independent company?

A. The merger with Manitou is an opportunity that offers us a number of great synergies. Our well established distribution network offers Manitou an opportunity to further advance their presence in the North American marketplace. We instantly become part of a much larger organization with improved access to capital and markets. Our ability to compete with some of the larger players in our market space is greatly improved.

Q. Why Manitou?

A. As you know, we have had a good relationship with Manitou dating back to 2004, including, but not limited to, both distribution and manufacturing rights. Manitou is our largest shareholder. Marcel Claude Braud (pronounced “bro”) is a member of our Board of Directors and we have already worked with Manitou employees on several joint projects. Manitou sees Gehl Company as a very complementary addition to products and talent. So, our good relationship becomes a GREAT relationship. It is believed that the combined value of the two companies will be greater than the sum of their value if operated separately.

Q. How closely held is Manitou?

A. The Braud family owns approximately 61.5% of the shares of Manitou. The Braud family has been involved with Manitou company since its founding 50 years ago.

Q. What does the word Manitou mean?

A. It means “handles all.”

Q. Does this mean we are no longer publicly traded?

A. Gehl Company will no longer be publicly traded. We will become a wholly-owned subsidiary of Manitou BF S.A. which is traded on the Paris exchange under ticker symbol MTU.PA.

Q. Why is this good for our employees and for our dealers?

A. By joining forces, we believe we will capture many synergies the combined organization has to offer. Our dealers and their customers all benefit from an expanded product line and our ability to leverage cost opportunities in our supply chain. When our dealers and their customers benefit, their businesses prosper. When their businesses prosper and our business grows, our employees prosper through greater career opportunities. It is a win-win proposition.

Q. What will happen to the Gehl brand name?

A. One of the really valuable assets of Gehl Company is the brand equity that we have developed in the marketplace over many years of hard work. This is true of not only the Gehl brand, but also of our other powerful brands including Mustang and Edge. We have every reason to believe, and Manitou has not given us reason to think otherwise, that we will continue to market Gehl, Mustang, and Edge branded products in the same manner we do today.

-1-

Gehl Company / Manitou Planned Merger

Gehl Europe Employee Q & A

Q. What will happen to the new office building in West Bend?

A. We will move into the new R&D center and corporate office building as planned. Currently, we expect to complete construction and move into the new R&D center by the end of 2008 and settle into the new corporate office building in June of 2009.

Q. Will there be any changes to production in the Madison and Yankton plants?

A. There are no planned changes. Our state-of-the-art manufacturing capabilities in our South Dakota facilities are a strategic component of the new, combined organization.

Q. Is there any planned reduction in the workforce as a result of the planned merger?

A. No.

Q. Will we continue to engineer our own products?

A. We plan to move into the new state-of-the-art R&D center as planned. We anticipate engineering our own products. However, we will have the benefit of collaborating with Manitou’s strong engineering organization.

Q. What happens to our Outside Manufacturing Process (OMP) relationships?

A. We remain an important customer to our key OMP suppliers. We do not expect to see any near-term changes resultant of the merger.

Q. Will the Gehl Foundation scholarship cease after the planned merger?

A. The Gehl Foundation is a separate entity funded by an endowment fund. There are no plans to curtail the scholarship program at this time.

On September 8, 2008, the tender offer formally commenced, and the Offer to Purchase was mailed to shareholders of Gehl Company, beginning on September 8, 2008. The information contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of Gehl Company. Manitou BF S.A. and Tenedor Corporation have filed a Tender Offer Statement and a Rule 13e-3 Transaction Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and other documents relating to the tender offer and the merger, and Gehl Company has filed a Solicitation/Recommendation Statement on Schedule 14D-9 and a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the tender offer and the merger. Manitou BF S.A. and Tenedor Corporation are mailing the Offer to Purchase, the Schedule 14D-9, the letter of transmittal and selected materials to the shareholders of Gehl Company, beginning on September 8, 2008. These documents filed by Manitou, Tenedor Corporation and Gehl contain important information about the tender offer and shareholders of Gehl Company are urged to read carefully both these documents and documents that will be filed in the future by Manitou, Tenedor Corporation and Gehl with the Securities and Exchange Commission in connection with the tender offer and the merger. Shareholders of Gehl Company may obtain a free copy of these documents at www.gehl.com, and the website maintained by the Securities and Exchange Commission at http://www.sec.gov.

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