-----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, Uo72mXUOdUJWN+OQHSM9Ez0YfV1lAFHMsBN8aajf6voAabJElvGIZSOmVsYFqLgS nxO0bDJ4GvbDZDapl3T0Cg== 0001193125-08-216185.txt : 20081024 0001193125-08-216185.hdr.sgml : 20081024 20081024171517 ACCESSION NUMBER: 0001193125-08-216185 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081024 DATE AS OF CHANGE: 20081024 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 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40747 FILM NUMBER: 081140730 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: 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 14D9/A 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 SC 14D9/A 1 dsc14d9a.htm AMENDMENT NO. 10 TO SCHEDULE 14D-9 Amendment No. 10 to Schedule 14D-9

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

AMENDMENT NO. 10

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. 10 to Schedule 14D-9 (this “Amendment No. 10”) 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. 10 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. 10 is being filed by the Company to amend and supplement Items 6, 8 and 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.

Items 6 and 8 are amended and supplemented by adding the following text thereto:

The subsequent offering period expired at 12:00 p.m. (noon), New York City time, on Friday, October 24, 2008.

On October 24, 2008, Parent issued a press release announcing that a total of 9,752,734 Shares were validly tendered and not withdrawn prior to the expiration of the subsequent offering period, representing, when taken together with the 1,748,046 Shares already owned by Parent, approximately 95.3% of the outstanding and fully diluted Shares of the Company. Purchaser has accepted for payment all of the Shares validly tendered in the Offer and the subsequent offering period.

After the transfer of 1,102,973 Shares from Parent to Purchaser, Purchaser’s ownership of the common stock of the Company will exceed the 90% required to effect a short-form merger of Purchaser with and into the Company under Wisconsin law. Purchaser expects to effect the short-form merger as soon as practicable, subject to the satisfaction or waiver of the conditions to the merger, without the need for a meeting of the Company’s shareholders. In the merger, Purchaser will acquire all other 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 Offer. As a result of the merger, the Company will become a wholly-owned subsidiary of Parent and, following the merger, the Shares will be delisted from The Nasdaq Stock Market.

 

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

 

(a)(13)

   Text of Press Release issued by Parent, dated October 24, 2008 [Incorporated by reference to Exhibit (a)(1)(Q) to Amendment No. 13 to the Schedule TO filed by Parent on October 24, 2008]

 

2


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: October 24, 2008

 

GEHL COMPANY
By:  

/s/    Michael J. Mulcahy

  Michael J. Mulcahy
  Vice President, Secretary and General Counsel

 

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EXHIBIT INDEX

 

(a)(13)    Text of Press Release issued by Parent, dated October 24, 2008 [Incorporated by reference to Exhibit (a)(1)(Q) to Amendment No. 13 to the Schedule TO filed by Parent on October 24, 2008]

 

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