UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 7
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. 7 to Schedule 14D-9 (this “Amendment No. 7”) 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. 7 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. 7 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. | Exhibits. |
Item 9 is amended and supplemented to include the following exhibit:
| (a)(11) | Text of Press Release issued by Gehl Company, dated October 14, 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.
Date: October 14, 2008
| GEHL COMPANY | ||
| By: | /s/ Michael J. Mulcahy | |
Michael J. Mulcahy Vice President, Secretary and General Counsel | ||
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EXHIBIT INDEX
(a)(11) Text of Press Release issued by Gehl Company, dated October 14, 2008.
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