-----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, IWN4eY/nohDZuF60BDzYcVX6Z545PuOFRZ64nI9TerhT9WSiuIRMz8DN0rX2gjbV PAKkNozfSI764q4HNYhANA== 0001193125-08-213427.txt : 20081021 0001193125-08-213427.hdr.sgml : 20081021 20081021120133 ACCESSION NUMBER: 0001193125-08-213427 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081021 DATE AS OF CHANGE: 20081021 GROUP MEMBERS: TENEDOR CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GEHL CO CENTRAL INDEX KEY: 0000856386 STANDARD INDUSTRIAL CLASSIFICATION: FARM MACHINERY & EQUIPMENT [3523] IRS NUMBER: 390300430 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40747 FILM NUMBER: 081132876 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 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GEHL CO CENTRAL INDEX KEY: 0000856386 STANDARD INDUSTRIAL CLASSIFICATION: FARM MACHINERY & EQUIPMENT [3523] IRS NUMBER: 390300430 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40747 FILM NUMBER: 081132877 BUSINESS ADDRESS: STREET 1: 143 WATER STREET CITY: WEST BEND STATE: WI ZIP: 53095 BUSINESS PHONE: 2623349461 MAIL ADDRESS: STREET 1: 143 WATER STREET CITY: WEST BEND STATE: WI ZIP: 53095 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Manitou BF S.A. CENTRAL INDEX KEY: 0001298110 IRS NUMBER: 000000000 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: ZI 430 ROUTE DE L'AUBINIERE, BP 249 CITY: ANCENIS CEDEX STATE: I0 ZIP: F-44158 BUSINESS PHONE: 254 722 8098 MAIL ADDRESS: STREET 1: ZI 430 ROUTE DE L'AUBINIERE, BP 249 CITY: ANCENIS CEDEX STATE: I0 ZIP: F-44158 SC TO-T/A 1 dsctota.htm AMENDMENT NO. 12 TO SCHEDULE TO Amendment No. 12 to Schedule TO

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT NO. 12

TO

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

 

 

GEHL COMPANY

(Name of Subject Company (Issuer))

 

 

Tenedor Corporation

and

Manitou BF S.A.

(Names of Filing Persons (Offerors))

 

 

Common Stock, par value $0.10 per share

(Title of Class of Securities)

368483103

(CUSIP Number of Class of Securities)

 

 

Marcel Claude Braud

Bruno Fille

Manitou BF S.A.

Tenedor Corporation

Z1 430 Route l’Aubiniere

BP 249

Ancenis Cedex, France 44158

+33 (2) 40-09-10-11

(Name, Address and Telephone Numbers of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

 

 

Copy to:

Ethan A. Klingsberg, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

(212) 225-2000

 

 

CALCULATION OF FILING FEE

 

 

Transaction Valuation*   Amount of Filing Fee**
$328,968,630   $12,928.47

 

* For purposes of calculating the filing fee pursuant to Rule 0-11(d) only, the Transaction Valuation was calculated on the basis of (i) the aggregate of 12,713,667 shares of common stock, par value $0.10 per share, of Gehl Company outstanding on a fully diluted basis as of August 31, 2008, consisting of: (a) 12,135,737 shares of common stock issued and outstanding, plus (b) 577,930 shares of common stock issuable on or before expiration of the offer pursuant to existing stock options that are exercisable at amounts below the offer price, less (ii) 1,748,046 shares of common stock beneficially owned by the offerors that will not be tendered, and (iii) the tender offer price of $30.00 per Share.
** The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, is calculated by multiplying the Transaction Valuation by 0.00003930.

 

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid: $12,928.47    Filing Party: Tenedor Corporation and Manitou BF S.A.
Form or Registration No.: Schedule TO    Date Filed: September 8, 2008

 

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

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

x third-party tender offer subject to Rule 14d-1.

 

¨ issuer tender offer subject to Rule 13e-4.

 

x going-private transaction subject to Rule 13e-3.

 

x amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

 

 

 


This Amendment No. 12 to Schedule TO (this “Amendment No. 12”) amends and supplements the Tender Offer Statement, Rule 13e-3 Transaction Statement and amended Schedule 13D Beneficial Ownership Statement initially filed with the Securities and Exchange Commission on September 8, 2008 on Schedule TO, as previously amended (the “Schedule TO”). This Amendment No. 12 and the Schedule TO 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 set forth in the Offer to Purchase dated September 7, 2008 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. 12 and Schedule TO also relate to the Agreement and Plan of Merger, dated as of September 7, 2008, among Parent, Purchaser and the Company pursuant to which, after the completion of the Offer and the satisfaction or waiver of certain conditions, Purchaser will be merged with and into the Company and the Company will be the surviving corporation and a subsidiary of Parent.

This Amendment No. 12 is being filed on behalf of Parent and Purchaser to amend and supplement Items 1, 4, 8 and 11 of the Schedule TO and to amend and supplement the exhibit index in order to file additional material as an exhibit to the Schedule TO.

Items 1, 4, 8 and 11 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:

The Offer expired at 5:00 p.m., New York City time, on Monday, October 20, 2008.

On October 21, 2008, Parent issued a press release announcing that a total of 8,988,693 Shares were validly tendered and not withdrawn prior to the expiration of the initial offering period, representing, when taken together with the 1,748,046 Shares already owned by Parent, approximately 89.0% of the outstanding and fully diluted Shares of common stock of the Company. An additional 1,315,245 Shares were tendered pursuant to notices of guaranteed delivery. All Shares validly tendered in the initial offering period have been accepted for payment.

Purchaser has commenced a subsequent offering period for all remaining Shares to permit shareholders who have not yet tendered their Shares the opportunity to do so. This subsequent offering period will expire at 12:00 p.m. (noon), New York City time, on Friday, October 24, 2008, unless further extended. Any such extension will be followed by a public announcement no later than 9:00 a.m., New York City time, on the next business day after the subsequent offering period was scheduled to expire.

The same $30.00 per Share price offered in the initial offering period will be paid during this subsequent offering period. All Shares validly tendered will be immediately accepted and payment will be made promptly after acceptance, in accordance with the terms of the Offer. Procedures for tendering Shares are the same as during the initial offering period with two exceptions: (1) Shares cannot be delivered by the guaranteed delivery procedure and (2) Shares tendered during the subsequent offering period may not be withdrawn.

Item 12 is amended and supplemented to include the following exhibit:

 

(a)(1)(P)    Text of Press Release issued by Parent, dated October 21, 2008


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.

 

Manitou BF S.A.
By:  

/s/    Bruno Fille

Name:   Bruno Fille
Title:   Executive Vice President
Tenedor Corporation
By:  

/s/    Bruno Fille

Name:   Bruno Fille
Title:   Executive Vice President

Dated: October 21, 2008


EXHIBIT INDEX

 

(a)(1)(P)    Text of Press Release issued by Parent, dated October 21, 2008
EX-99.(A)(1)(P) 2 dex99a1p.htm TEXT OF PRESS RELEASE ISSUED BY PARENT, DATED OCTOBER 21, 2008 Text of Press Release issued by Parent, dated October 21, 2008

Exhibit (a)(1)(P)

MANITOU BF S.A. ACCEPTS SHARES IN TENDER OFFER

FOR COMMON STOCK OF GEHL COMPANY

AND COMMENCES SUBSEQUENT OFFERING PERIOD

Tuesday, October 21, 2008 – MANITOU BF S.A. announced today the expiration of the initial offering period of, and the acceptance of shares validly tendered in, the tender offer by its wholly-owned subsidiary TENEDOR Corporation for all outstanding shares of common stock of GEHL Company (Nasdaq: GEHL). The initial offering period expired, as scheduled, at 5:00 p.m., New York City time, on Monday, October 20, 2008.

The depositary for the tender offer has advised MANITOU and TENEDOR that shareholders of GEHL have, as of the expiration of the initial offering period, validly tendered and not withdrawn a total of 8,988,693 GEHL shares, representing, when taken together with the 1,748,046 shares already owned by MANITOU, approximately 89.0% of the outstanding and fully diluted shares of common stock of GEHL. An additional 1,315,245 GEHL shares were tendered pursuant to notices of guaranteed delivery. TENEDOR has accepted for payment all GEHL shares that were validly tendered in the initial offering period. Immediately prior to acceptance, GEHL cancelled all outstanding awards of stock options, restricted stock and stock appreciation rights granted to employees and directors of GEHL pursuant to the company’s incentive plans and converted them into the right to receive an equivalent amount in cash, less any applicable exercise price and required withholding and employment taxes.

MANITOU also announced that TENEDOR has commenced a subsequent offering period for all remaining shares of GEHL common stock, to permit shareholders who have not yet tendered their shares the opportunity to do so. This subsequent offering period will expire at 12:00 p.m. (noon), New York City time, on Friday, October 24, 2008, unless further extended. Any such extension will be followed by a public announcement no later than 9:00 a.m., New York City time, on the next business day after the subsequent offering period was scheduled to expire.

The same $30.00 per share price offered in the prior offering period will be paid during the subsequent offering period. All shares validly tendered during this subsequent offering period will be immediately accepted and payment will be made promptly after acceptance, in accordance with the terms of the offer. Procedures for tendering shares during the subsequent offering period are the same as during the initial offering period with two exceptions: (1) shares cannot be delivered by the guaranteed delivery procedure and (2) shares tendered during the subsequent offering period may not be withdrawn.

Pursuant to the terms of the previously announced merger agreement, MANITOU expects to effect a merger of TENEDOR with and into GEHL, subject to the satisfaction or waiver of the conditions to the merger, pursuant to which GEHL will become a wholly-owned subsidiary of MANITOU. In the merger, TENEDOR will acquire all other GEHL shares (other than those as to which holders properly exercise appraisal rights, if any are available) at the same $30.00 per share price, without interest and less any required withholding taxes, that was paid in the tender offer. MANITOU intends to cause TENEDOR to complete the merger as soon as practicable and, as a result of MANITOU’s and TENEDOR’s ownership of more than 66 2/3% of the


outstanding shares of GEHL after TENEDOR’s purchase of the accepted shares, MANITOU and TENEDOR control the necessary votes to assure shareholder approval of the merger, and are required by the merger agreement to vote their shares in favor of approving the merger. If, as a result of additional shares tendered and purchased in the subsequent offering period or otherwise, MANITOU and TENEDOR become the owner of at least 90% of the outstanding GEHL shares, TENEDOR will be able to effect the merger without the need for a meeting of GEHL’s shareholders.

MANITOU BF, headquartered in Ancenis in the Loire Atlantique department of France, engages in the design, manufacturing and distribution of material handling equipment serving the construction, agriculture and industrial sectors. With its 23 manufacturing and distribution subsidiaries, the MANITOU Group is the global leader in rough terrain equipment (all-wheel-steer loaders and telescopic handlers). The company has a distribution network of approximately 600 hundred distributors in 120 countries. Its product line also includes aerial work platforms, compact loaders, masted forklift trucks and stackers. In 2007, the Group generated a record €1,260.0 million in sales and a net income of €86.1 million. Additional information available on www.manitou.com or by contacting communication.financiere@manitou.com.

GEHL Company (NASDAQ: GEHL) is a manufacturer of compact equipment used worldwide in construction and agricultural markets. Founded in 1859, the Company is headquartered in West Bend, Wisconsin. The Company markets its products under the GEHL® and Mustang® brand names. Mustang product information is available on the Mustang Manufacturing website (www.mustangmfg.com). CE Attachments, Inc. information is available at (www.ceattach.com). GEHL Company information is available at (www.gehl.com) or contact: GEHL Company, 143 Water Street, West Bend, WI 53095 (telephone: 262-334-9461).

TENEDOR and MANITOU have filed a Tender Offer Statement, Rule 13e-3 Transaction Statement and amended Schedule 13D Beneficial Ownership Statement on Schedule TO containing the offer to purchase, forms of letters of transmittal and other documents relating to the tender offer and GEHL has filed a Recommendation Statement on Schedule 14D-9 with respect to the tender offer. TENEDOR, MANITOU and GEHL have mailed these documents to the shareholders of GEHL. These and other documents that MANITOU and GEHL have filed and will file with the SEC relating to the tender offer contain and will contain important information about the tender offer and shareholders of GEHL are urged to read them carefully. Shareholders of GEHL can obtain a free copy of these documents at http://www.gehl.com and the website maintained by the Securities and Exchange Commission at http://www.sec.gov. In addition, shareholders will be able to obtain a free copy of these documents from MANITOU by contacting MANITOU’s Information Agent, D.F. King, at (800) 967-7921 or from GEHL by contacting GEHL’s Investor Relations Department at (262) 334-9461.

This press release contains forward-looking statements, including statements in connection with the tender offer and the proposed acquisition, which involve a number of risks and uncertainties. These statements are based on MANITOU’s and GEHL’s current expectations and beliefs. Actual results could differ materially from the results implied by these statements. Factors that may cause or contribute to such differences include: the risk that the conditions to the offer or the merger set forth in the merger agreement will not be satisfied and difficulties that MANITOU


may suffer in connection with its plans for financing the tender offer and acquisition of GEHL. Risks relating to the tender offer and merger are described in the documentation filed with the SEC by MANITOU and GEHL as referenced in the immediately preceding paragraph. Risks relating to GEHL are described in GEHL’s report on Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2007. GEHL and MANITOU are under no obligation to (and expressly disclaim any such obligation to) update or alter their forward-looking statements whether as a result of new information, future events or otherwise.

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