SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 2)
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/x/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Under Rule 14a-12
GEHL COMPANY
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(Name of Registrant as Specified in Its Charter)
THE GEHL SHAREHOLDER VALUE COMMITTEE
NEWCASTLE PARTNERS, L.P.
NEWCASTLE FOCUS FUND II, L.P.
MARK E. SCHWARZ
CIC EQUITY PARTNERS, LTD.
PAUL DEROBBIO
DAVID LANGEVIN
NEIL D. ARNOLD
JOHN A. BRICKER, JR.
HAROLD C. SIMMONS
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials:
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/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or
schedule and the date of its filing.
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(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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PRELIMINARY COPY SUBJECT TO COMPLETION
DATED NOVEMBER 13, 2001
2001 ANNUAL MEETING OF SHAREHOLDERS
OF
GEHL COMPANY
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PROXY STATEMENT
OF
THE GEHL SHAREHOLDER VALUE COMMITTEE
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PLEASE MAIL THE ENCLOSED GOLD PROXY CARD
We are sending this proxy statement to you as one of the holders of
common stock, par value $.10 per share (the "Shares"), of Gehl Company, a
Wisconsin corporation ("Gehl"), in connection with our solicitation of your
proxy for use at the 2001 Annual Meeting of Shareholders of Gehl scheduled for
___________________________, 2001, at ______________ and at any adjournments or
postponements thereof and any special meeting which may be called in lieu
thereof (the "Annual Meeting"). We are The Gehl Shareholder Value Committee (the
"Committee"). We, along with all of the participants in this solicitation,
together own an aggregate of 378,400 Shares, which represents approximately 7.1%
of the outstanding Shares of Gehl.
We are writing to you in connection with the election of directors
to Gehl's Board of Directors at the Annual Meeting. Newcastle Partners, L.P.
("Newcastle Partners") has nominated a slate of directors in opposition to the
class of three incumbent directors whose terms are expiring at Gehl's Annual
Meeting. We believe that recent actions of the Board of Directors of Gehl (the
"Gehl Board") are not in the best interests of Gehl's shareholders and that a
greater dedication by the Gehl Board to maximizing shareholder value will only
be achieved through the election of our slate.
This proxy statement (the "Proxy Statement") and the enclosed GOLD
proxy card are being furnished to shareholders of Gehl by us, in connection with
the solicitation of proxies from Gehl's shareholders to be used at the Annual
Meeting, to elect our Nominees, Mark E. Schwarz, David Langevin and Neil D.
Arnold (the "Nominees") to the Gehl Board. As Nominees for director, Messrs.
Schwarz, Langevin and Arnold are deemed to be participants in this proxy
solicitation. As members of the soliciting group, Newcastle Partners, Newcastle
Focus Fund II, L.P., CIC Equity Partners, Ltd. ("CIC"), Paul DeRobbio, John
(Pete) A. Bricker, Jr. and Harold C. Simmons are also deemed to be participants
in the proxy solicitation. The principal executive offices of Gehl are located
at 143 Water Street, West Bend, Wisconsin 53095. This Proxy Statement and the
GOLD proxy card are first being furnished to Gehl's shareholders on or about
November __, 2001.
Gehl has set the record date for determining shareholders entitled
to notice of and to vote at the Annual Meeting as of November 12, 2001 (the
"Record Date"). Shareholders of record at the close of business on the Record
Date will be entitled to one vote at the Annual Meeting for each Share held on
the Record Date. According to Gehl, as of the Record Date, there were _________
Shares outstanding and entitled to vote at the Annual Meeting. We intend to vote
all of our Shares for the election of the Nominees.
THIS SOLICITATION IS BEING MADE BY THE COMMITTEE AND NOT ON BEHALF OF THE BOARD
OF DIRECTORS OR MANAGEMENT OF GEHL. THE COMMITTEE IS NOT AWARE OF ANY OTHER
MATTERS TO BE BROUGHT BEFORE THE 2001 ANNUAL MEETING. HOWEVER, SHOULD OTHER
MATTERS, WHICH THE COMMITTEE IS NOT AWARE OF A REASONABLE TIME BEFORE THIS
SOLICITATION, BE BROUGHT BEFORE THE ANNUAL MEETING, THE PERSONS NAMED AS PROXIES
IN THE ENCLOSED GOLD PROXY CARD WILL VOTE ON SUCH MATTERS IN THEIR DISCRETION.
WE URGE YOU TO SIGN, DATE AND RETURN THE GOLD PROXY CARD IN FAVOR OF THE
ELECTION OF OUR NOMINEES DESCRIBED IN THIS PROXY STATEMENT.
IF YOU HAVE ALREADY SENT A ____ PROXY CARD TO THE GEHL BOARD, YOU MAY REVOKE
THAT PROXY AND VOTE AGAINST THE ELECTION OF GEHL'S NOMINEES BY SIGNING, DATING
AND RETURNING THE ENCLOSED GOLD PROXY CARD. THE LATEST DATED PROXY IS THE ONLY
ONE THAT COUNTS. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE 2001 ANNUAL
MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR
THE 2001 ANNUAL MEETING TO THE COMMITTEE, C/O MACKENZIE PARTNERS, INC. WHO IS
ASSISTING IN THIS SOLICITATION, OR TO THE SECRETARY OF GEHL, OR BY VOTING IN
PERSON AT THE 2001 ANNUAL MEETING.
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IMPORTANT
Your vote is important, no matter how many or how few Shares you
own. We urge you to sign, date, and return the enclosed GOLD proxy card today to
vote FOR the election of the Nominees.
The Nominees are committed, subject to their fiduciary duty to
Gehl's shareholders, to giving all Gehl's shareholders the opportunity to
receive the maximum value for their Shares. A vote FOR the Nominees will enable
you - as the owners of Gehl - to send a message to the Gehl Board that you are
committed to maximizing the value of your Shares.
o If your Shares are registered in your own name, please sign and date
the enclosed GOLD proxy card and return it to the Committee, c/o
MacKenzie Partners, Inc., in the enclosed envelope today.
o If any of your Shares are held in the name of a brokerage firm,
bank, bank nominee or other institution on the record date, only it
can vote such Shares and only upon receipt of your specific
instructions. Accordingly, please contact the person responsible for
your account and instruct that person to execute on your behalf the
GOLD proxy card. We urge you to confirm your instructions in writing
to the person responsible for your account and to provide a copy of
such instructions to the Committee, c/o MacKenzie Partners, Inc.,
who is assisting in this solicitation, at the address and telephone
numbers set forth below, and on the back cover of this proxy
statement, so that we may be aware of all instructions and can
attempt to ensure that such instructions are followed.
If you have any questions regarding your proxy,
or need assistance in voting your Shares, please call:
[MACKENZIE PARTNERS, INC. LOGO]
156 Fifth Avenue
New York, New York 10010
E-mail: proxy@mackenziepartners.com
(212) 929-5500 (Call Collect)
or
CALL TOLL FREE (800) 322-2885
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PROPOSAL I - ELECTION OF DIRECTORS
REASONS FOR THE SOLICITATION
We are asking you to elect our Nominees in order to:
o remove three incumbent directors whose interests, we
believe, are not aligned with the interests of the Gehl
shareholders;
o bring about the prompt sale of Gehl to the highest
bidder and on the most favorable terms available to
Gehl; and
o elect representatives who are committed to maximizing
value for all Gehl shareholders.
WE BELIEVE THAT THE GEHL BOARD IS NOT TAKING THE NECESSARY ACTIONS TO MAXIMIZE
SHAREHOLDER VALUE.
In a letter to the Gehl Board dated December 22, 2000, CIC and
Newcastle Partners, participants in this proxy solicitation, offered to acquire,
through an appropriate acquisition entity to be formed, the outstanding capital
stock of Gehl for $18.00 per Share in cash, subject to certain conditions
including completion of due diligence and obtaining all necessary financing (the
"Offer"). The Offer represented a premium of approximately 67% over the then
current market price of $10.75 per Share. CIC and Newcastle Partners made the
offer because they believe that there is significant inherent value in Gehl.
However, the Offer was rejected by the Gehl Board by press release on the same
day, just hours after its receipt of the Offer. Although certain of the
participants in this proxy solicitation had previously made an offer to acquire
Gehl as early as June 2000, we believe that the Board's summary rejection of the
Offer only a few hours after it was delivered demonstrates the Board's lack of
dedication to pursuing the best interests of the shareholders and maximizing
shareholder value. During the first few months of 2001 CIC and Newcastle
Partners remained interested in acquiring Gehl pursuant to the Offer, and
prepared to commence a solicitation of proxies at Gehl's 2001 Annual Meeting of
Shareholders. On May 9, 2001, however, Gehl announced that it would explore a
full range of strategic alternatives to maximize value for its shareholders,
including the potential sale of Gehl, and that it expected to hold its 2001
Annual Meeting of Shareholders in August 2001. CIC and Newcastle Partners
actively participated in the sale process commenced by Gehl. As a condition to
participate in this process, CIC and Newcastle Partners had to agree to comply
with the procedures established by Gehl and their advisors. After being
initially hopeful that management was responding to its shareholders' concerns
and working to maximize shareholder value through the purported sales process,
we were extremely disappointed by Gehl's announcement on September 27, 2001 that
it had decided to terminate its strategic review process, not accept the Offer
submitted by CIC and Newcastle Partners or any other party pursuant to the
process, not proceed with a sale of the company and to revert to Gehl's
strategic plan for cost savings and consolidation of operations. The 2001 Annual
Meeting of Shareholders was also not scheduled by Gehl until _______, 2001, when
Gehl announced that it would be held on __________, 200_.
We continue to believe that a sale of Gehl, whether pursuant to an
offer by CIC and Newcastle Partners, or an alternative transaction, represents
the best alternative to maximize shareholder value at the present time. On
December 21, 2000, the day prior to the public release of the Offer, the closing
price of Gehl Common Stock was $10.75 per Share. After the Offer was disclosed
on December 22, 2000, the market price reached a high of $17.31 per share and
closed at $14.50 per share, representing a 35% increase from the previous day's
closing price. From January 3, 2000 through December 21, 2000, the closing
market prices of Gehl Common Stock ranged from a low of $8.94 on October 10,
2000 to a high of $19.69 on January 21, 2000. After having an average closing
price of
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approximately $17.09 during the period of Gehl's announced strategic review
process (May 9, 2001 to September 26, 2001), the average closing price since
Gehl's announcement of the termination of its strategic review process through
November 9, 2001, has been $12.63. See BACKGROUND AND RECENT EVENTS on page 7.
WE BELIEVE THAT THE GEHL BOARD MUST PROMPTLY PURSUE A SALE OF GEHL IN ORDER TO
REALIZE ITS INHERENT VALUE.
As previously disclosed, although the Board announced the
commencement of a strategic review process, it was terminated by the Board
without acceptance by Gehl's Board of any other offers. In fact, Gehl announced
it would not pursue a sale at the present time. We believe that Gehl can be sold
at the current time at a significant premium to its market price.
Based upon the information currently available, CIC and Newcastle
Partners remain prepared to pursue an offer to acquire the outstanding capital
stock of Gehl for $18.00 per share in cash. CIC and Newcastle Partners are
ready, willing and able to proceed forward to conclude an acquisition if the
Board of Gehl would support it. Although we believe that such an offer would
provide an immediate opportunity for the Gehl shareholders to receive the
maximum value for their Shares, we support the prompt sale of Gehl to the
highest bidder, in cash or some other form of compensation, or any other
transactions or series of transactions that will serve to accomplish this goal.
We believe that the termination of the sale process on September 27, 2001 was
not in the best interests of Gehl's shareholders. If elected, the Nominees would
work to solicit bids from other potential acquirors, including competitors of
Gehl, and that bids would be carefully evaluated based on, among other things,
the value of the consideration offered, the ability of the bidder to finance the
bid, the quality of any non-cash consideration offered (including the financial
condition of any bidder offering non-cash consideration), and the timing and
likelihood of consummation of the proposed transaction in light of any required
financing or regulatory approvals. We believe that the evaluation process
described, as well as any other reasonable evaluation process, can be conducted
quickly.
If all are elected, the Nominees will constitute a minority of the
current nine-member Board. However, subject to their fiduciary duties, the
Nominees will seek to persuade the Board that the best way to maximize
shareholder value is to pursue a sale of Gehl to the highest bidder and on the
most favorable terms available to Gehl. Accordingly, we wish to provide the
shareholders, the true owners of Gehl, with the opportunity to elect directors
that are unaffiliated with the existing Board . The Committee has no
arrangements or understandings regarding the disposition of Gehl in the event
the Offer is successful. Your vote to elect the Nominees does not constitute a
vote in favor of our plans to pursue a sale of Gehl to the highest bidder or any
of our plans to enhance shareholder value through a negotiated transaction. Your
vote to elect the Nominees will have the legal effect of replacing three
incumbent directors with our Nominees. If the Nominees are elected to the Board
and a transaction involving the sale of Gehl is proposed by the Board,
shareholders will have an opportunity to vote on such transaction to the extent
required by law.
WE ARE ASKING YOU TO ELECT OUR SLATE OF NOMINEES WHO ARE COMMITTED TO CREATING
VALUE FOR SHAREHOLDERS.
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As the beneficial owner of 378,400 Shares, we have a significant
investment at stake. Of these 378,400 Shares owned, Newcastle Partners and
Newcastle Focus Fund II, L.P., of which Mark E. Schwarz is the general partner,
and CIC own outright 280,600 and 97,800 Shares, respectively. Although David
Langevin and Neil Arnold do not own any Shares of Gehl, in agreeing to serve as
Nominees they are committed to the objectives of the Committee described herein.
Our interests are clearly aligned with yours. We are committed to maximizing
shareholder value. In contrast, only one member of Gehl's Board or management
individually owns greater than 1% of the Shares outright and members of the
Board and management collectively own only 2.3% of the Shares outright, based on
information disclosed in the proxy statement for Gehl's 2000 Annual Meeting of
Shareholders (the "Management Proxy Statement"). We believe that the lack of
significant actual ownership of the Shares by the Board and management may
contribute to the Board's and management's lack of commitment to maximizing the
value of the Shares through pursuing a sale of Gehl. Additionally, we believe
that the lack of significant actual ownership of the Shares by the Board and
management may result in actions taken by Gehl that are not always in the best
interests of the greater majority of unaffiliated shareholders. Is William Gehl
trying to enhance shareholder value or preserve his annual compensation package,
which exceeded $580,000 in salary and bonus for 1999? The table set forth below
which has been derived from the Management Proxy Statement contains information
regarding the actual ownership of the Shares by the Board and management.
Reference is made to Schedule II of the Proxy Statement which contains
information regarding beneficial ownership of the Board and management which has
also been derived from the Management Proxy Statement.
Shares of
ommon Stock
Shares Owned Percent of eneficially Percent of
Outright Class(1) Owned(2) Class(1)
-------- -------- -------- --------
Name of Beneficial Owner
William D. Gehl 99,230 1.8% 191,563 3.4%
Nicholas C. Babson 1,167 * 1,833 *
Thomas J. Boldt 1,782 * 6,447 *
Fred M. Bulter 3,182 * 5,947 *
John T. Byrnes 5,014 * 5,014 *
Richard J. Fotsch 0 * 0 *
William P. Killian 1,782 * 6,447 *
Arthur W. Nesbitt 3,307 * 7,972 *
John W. Splude 1,082 * 5,747 *
Hermann Viets 2,167 * 2,833 *
Malcolm F. Moore 0 * 0 *
Kenneth P. Hahn 1,668 * 30,001 *
Michael J. Mulcahy 4,307 * 27,806 *
Richard J. Semler 3,168 * 22,667 *
Directors and Executive Officers as a group 127,856 2.3% 314,277 5.4%
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* Less than 1%.
(1) Assuming 5,580,434 outstanding Shares, as reported in the Management Proxy
Statement.
(2) Includes Shares subject to exercisable options as of February 29, 2000, and
options exercisable within 60 days of such date, as follows: Mr. Gehl, 92,333
Shares; Mr. Babson, 666 Shares; Mr. Boldt, 4,665 Shares; Mr. Butler, 2,765
Shares; Mr. Killian, 4,665 Shares; Mr. Nesbitt, 4,655 Shares; Mr. Splude, 4,665
Shares; Dr. Viets, 666 Shares; Mr. Hahn, 28,333 Shares; Mr. Mulcahy, 23,499
Shares; Mr. Semler, 19,499 Shares; and all directors, nominees and executive
officers as a group, 186,421 Shares.
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We seek the opportunity for our Nominees to participate
constructively as directors, and particularly with respect to any sale process
involving Gehl. We want to safeguard the interests of the shareholders and
facilitate an efficient and timely sale of the company at the best price and on
the most favorable terms to Gehl. Had the Gehl Board accepted our Offer or
concluded the strategic review process with a sale of Gehl pursuant to an offer
superior to our Offer, we would not have been compelled to seek the
representation of our Nominees on the Gehl Board.
For reasons stated herein, we are committed to the prompt sale of
Gehl and to giving all of Gehl's shareholders an opportunity to receive maximum
value for their Shares. If elected, the Nominees are expected to take all
actions, subject to their fiduciary duties to Gehl's shareholders, to maximize
shareholder value through the sale of Gehl to the highest bidder and on the most
favorable terms available. Neither we (nor to our knowledge, any other person on
our behalf) has made or undertaken any analysis or reports as to whether
shareholder value will be maximized as a result of this solicitation or obtained
reports from consultants or other outside parties as to whether the proposals
presented herein would have an effect on shareholder value. There can be no
assurance that shareholder value will be maximized as a result of this
solicitation or the election of the Nominees.
BACKGROUND AND RECENT EVENTS
Prior to the formation of the Group (as defined below), Donaldson,
Lufkin & Jenrette ("DLJ") delivered two letters to William Gehl, dated June
7, 2000 and August 15, 2000, on behalf of CIC and The Halifax Group, L.L.C.
("Halifax"), an entity that is unaffiliated with the Committee or any of the
participants in this proxy solicitation, expressing their interest to pursue a
"going private" transaction with Gehl. Although the parties acknowledged certain
Board initiatives and the operational performance of Gehl, the parties expressed
their belief that the equity markets do not fully appreciate Gehl and that a
sale transaction would be in the best interest of the shareholders and
management. The first letter was followed by a written response from Mr. Gehl
expressing the Company's lack of interest in such transaction.
Since DLJ received no response to the August 15 letter, CIC and
Halifax made their own written proposal to acquire Gehl. On August 31, 2000, CIC
and Halifax proposed to acquire the outstanding capital stock of Gehl for a
price range between $19.00 and $21.00 per Share, subject to completion of due
diligence and negotiation of a definitive agreement. This letter reiterated
certain of the points contained in the two earlier letters sent by DLJ. The
letter also stated that DLJ indicated an interest in providing the necessary
financing for the transaction. On September 6, 2000, the Gehl Board delivered a
letter to CIC and Halifax rejecting the proposal. The Offer of $18.00 per Share
was at a lower price than the earlier offer made by CIC and Halifax based on a
determination by Newcastle Partners and CIC that $18.00 was an appropriate price
after considering certain investment factors including, without limitation, the
then current announced financial results, Gehl Common Stock market price and the
implied premium to market price of the Offer and the increased possibility of
proceeding in the proposed transaction without the cooperation of management.
Newcastle Partners , Newcastle Focus Fund II, L.P. ("Newcastle
Focus") and CIC individually began purchasing Shares of Gehl common stock as
early as April 2000 on the belief that the Shares were substantially
undervalued. On November 7, 2000, Newcastle Partners, Newcastle Focus, CIC, Mark
E. Schwarz, Paul DeRobbio and Harold C. Simmons (collectively, the "Group")
entered into a Joint Filing Agreement, in which, among other things, (i) they
agreed to the joint filing on behalf of each of them of statements on Schedule
13D with respect to the Shares, and (ii) each of Newcastle Partners, Newcastle
Focus and CIC agreed to bear its pro-rata portion of expenses incurred in
connection with the Group's activities based on the number of Shares
beneficially owned by such parties as reported on Schedule 13D and all
amendments thereto with respect to Gehl, excluding certain expenses and fees. On
November 8, 2000, the Group filed a Schedule 13D with respect to its collective
beneficial ownership of approximately 6.3% of the then outstanding Shares.
On December 22, 2000, Newcastle Partners and CIC proposed to
acquire, through an appropriate acquisition entity to be formed, the outstanding
capital stock of Gehl for $18.00 per Share in cash, subject to standard
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conditions including completion of due diligence and obtaining all necessary
financing. The Offer represented a premium of approximately 67% over the then
current market price of $10.75 per Share. In connection with this proposal, CIC
and Newcastle Partners delivered the following letter to the Gehl Board on
December 22, 2000:
Newcastle Partners, L.P. CIC Equity Partners, Ltd.
4514 Cole Avenue, Suite 600 Three Lincoln Centre
Dallas, Texas 75205 5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240
December 22, 2000
Mr. William D. Gehl
Chairman of the Board
Gehl Company
143 Water Street
West Bend, WI 53095
Dear Mr. Gehl:
Newcastle Partners, L.P. and CIC Equity Partners, Ltd.
(collectively, the "Interested Parties") currently own an aggregate of 192,000
shares of common stock (the "Common Stock") of Gehl Company (the "Company"),
representing approximately 3.6% of the issued and outstanding Common Stock. The
Interested Parties and certain other persons are parties to a certain Schedule
13D filed with the Securities and Exchange Commission on November 8, 2000.
Together with shares under common control with Newcastle Partners, L.P., the
Interested Parties currently control approximately 6.4% of the issued and
outstanding Common Stock. The Interested Parties continue to believe that there
is significant value inherent in the business and assets of the Company despite
the Board's failure to take any actions to attempt to maximize stockholder
value. Because the Interested Parties believe that the equity markets continue
to not fully appreciate the value of the Company's Common Stock and that the
trading levels for the Common Stock will not improve significantly in the near
future, the Interested Parties believe that it is imperative that the Board
aggressively pursue strategic alternatives. To date, the Board has not pursued
such alternatives.
Accordingly, the Interested Parties hereby set forth their
willingness to offer to acquire the Company, through an appropriate acquisition
entity to be formed, for $18.00 per share in cash. As you recognize, this offer
represents a 67% premium to the Company's current market price of $10.75. We
believe that our proposal presents the Company's stockholders with the immediate
opportunity to maximize their investment in the Company. As you know, the
Company's market value is severely impacted by any significant volume and
therefore the Company's Common Stock has provided limited liquidity to its
stockholders. This all-cash offer will provide immediate liquidity to all the
Company's stockholders and a significant premium to the current market price.
This offer is conditioned on satisfactory completion of due diligence, obtaining
all necessary financing, obtaining all necessary consents and approvals,
including board and stockholder approval, amendment of the shareholder rights
plan, waiver of any anti-takeover provisions and certain other customary
conditions, including no material adverse change in the Company's business and
confirmation that there are appropriate reserves for all contingent liabilities.
We are prepared to enter into a confidentiality and exclusivity agreement and
commence work immediately in order to satisfy the due diligence and financing
contingencies. We are highly confident that the necessary financing can be
arranged on an expeditious basis and no later than the execution of a definitive
agreement.
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As stockholders, we feel that the Board has a responsibility to us
and all its stockholders to consider fully and impartially any proposal that may
significantly increase stockholder value. Accordingly, we continue to stand
ready to discuss with you, the Board and members of management any aspect of our
proposal so that you will share our confidence and enthusiasm for this
transaction - a transaction that we believe serves the best interests of the
Company, its stockholders, management, employees and the broader interested
community.
Please contact Mark Schwarz at (214) 559-7145 or Paul DeRobbio at
(972) 450-4227 to discuss any questions you or the Board might have or if you
would like further information.
Very truly yours,
Newcastle Partners, L.P. CIC Equity Partners, Ltd.
By: /s/ Mark E. Schwarz By: /s/ Paul DeRobbio
------------------- -----------------
Mark E. Schwarz Paul DeRobbio
General Partner Managing Director
This letter reflects the opinions and beliefs of the Reporting
Persons. On December 22, 2000, only hours after the above letter was delivered,
the Gehl Board issued a press release summarily rejecting the Offer.
The letter stated that the Offer was conditioned on satisfactory
completion of due diligence, obtaining all necessary consents and approvals,
amendment of the shareholder rights plan, and waiver of any anti-takeover
provisions. The Committee believes that these are conditions customary to this
type of transaction and would be fulfilled if the Gehl Board decided to accept
the Offer. Newcastle Partners and CIC also stated that they were highly
confident that the necessary financing could be arranged on an expeditious basis
and no later than the execution of a definitive agreement. The parties' belief
that the necessary financing could be arranged was based on preliminary
conversations with nationally recognized investment bankers and lending
institutions. At the time, Newcastle Partners and CIC did not have assurances of
financing from third parties.
On December 28, 2000, Newcastle Partners and CIC delivered the
following letter to the Gehl Board presenting the Offer on the same terms and
conditions set forth in the December 22 letter while questioning the Gehl
Board's rejection of the Offer without ever contacting either of Messrs. Schwarz
or DeRobbio to discuss the Offer:
Newcastle Partners, L.P. CIC Equity Partners, Ltd.
4514 Cole Avenue, Suite 600 Three Lincoln Centre
Dallas, Texas 75205 5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240
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December 28, 2000
Mr. William D. Gehl
Chairman of the Board
Gehl Company
143 Water Street
West Bend, WI 53095
Dear Mr. Gehl:
We were surprised to learn by press release of the rejection by Gehl
Company (the "Company") of the offer made in a letter to you dated December 22,
2000 from Newcastle Partners, L.P. and CIC Equity Partners, Ltd. (collectively,
the "Interested Parties") to acquire the Company, as described in such letter,
for $18.00 per share in cash. Common sense aside, given that the offer
represented a 67% premium to the Company's then current market price of $10.75
per share, we believe that the offer warranted, at minimum, a phone call to the
Interested Parties to address any questions or concerns of the Company's Board
of Directors. Instead, we were disappointed to see that you failed to return any
of the phone calls made to you by the Interested Parties in connection with such
offer, or in any way seek any additional information about the offer.
The Board's rejection of the offer, which rejection was announced in
a press release only a few hours after it was delivered to you, clearly
indicates to us that the offer was not given serious consideration by the Board.
The offer was summarily rejected with no indication that the Board consulted
with an investment banking firm or relied on a "fairness opinion" to justify the
rejection. Instead of giving any consideration to the offer, it appears that the
Board spent their time preparing a press release attempting to belittle the ALL
CASH offer. If there are concerns with any of the standard conditions contained
in the offer, we invite the Board to contact either of the undersigned to
directly address such concerns in a productive manner. The Board's rejection of
the offer demonstrates the Board's lack of dedication to pursuing the best
interests of the stockholders of the Company and maximizing stockholder value.
We believe that the offer would provide immediate liquidity to all
of the Company's stockholders as well as a significant premium to the market
price. To date, the equity markets have failed to fully appreciate the value of
the Company's Common Stock to which we believe the Company's stockholders are
entitled and the Company's Common Stock has provided limited liquidity to its
stockholders. The recent rise of the market price of the Company's Common Stock
since the announcement of the proposed transaction we believe is in response to
the hope that the proposed transaction will be consummated. We remain convinced
that the proposed offer price will not be achieved in the marketplace in the
reasonably foreseeable future. Given the present circumstances, it is
unacceptable for the Board to reject the offer solely on the basis that the
Company intends to remain an independent company without providing any strategic
plan for increasing stockholder value. We strongly believe that the Board's
actions are contrary to the best interests of the stockholders of the Company.
As significant stockholders, we feel that the Board has a responsibility to us,
as well as to all of its stockholders, to consider fully and impartially any
proposal that may significantly increase stockholder value.
Based upon the foregoing, the offer to acquire the Company for
$18.00 per share in cash under the terms and conditions set forth in our
previous letter is again presented to you and the Board. We urge you, and the
Board of Directors, to act in the stockholders' best interest by giving serious
consideration to the offer and invite you to contact Mark Schwarz at (214)
559-7145 or Paul DeRobbio at (972) 450-4227 to further discuss the offer.
Very truly yours,
Newcastle Partners, L.P. CIC Equity Partners, Ltd.
By: /s/ Mark E. Schwarz By: /s/ Paul DeRobbio
---------------------- --------------------------
Mark E. Schwarz Paul DeRobbio
General Partner Managing Director
This letter reflects the opinions and beliefs of the Reporting
Persons. Again, neither Messrs. Schwarz nor DeRobbio were contacted by Gehl to
discuss the Offer.
-10-
On February 6, 2001, the parties to the Joint Filing Agreement and
John (Pete) A. Bricker, Jr. entered into Amendment No. 1 to the Joint Filing
Agreement ("Amendment No. 1") in which, among other things, (i) the definition
of "Group" was amended to include Mr. Bricker, (ii) Mr. Bricker agreed to serve
as a director of Gehl if elected at the Annual Meeting, and (iii) Newcastle
Focus, Newcastle Partners and CIC agreed to indemnify Mr. Bricker against any
and all claims of any nature arising from the solicitation of proxies from
Gehl's shareholders and any related transactions by executing that certain
letter agreement dated February 6, 2001.
On February 9, 2001, Heartland Advisors, Inc. ("Heartland"), an
entity that is unaffiliated with the Committee or any of the participants in
this proxy solicitation, filed an amended Schedule 13D reporting its beneficial
ownership of approximately 6.1% of the outstanding Shares of Gehl. Attached as
an exhibit to the Schedule 13D was the following letter from Heartland to each
member of the Gehl Board dated February 8, 2001, which expresses Heartland's
dismay with the Gehl Board's failure to consider the interests of the
shareholders by rejecting our Offer and reiterating its previously expressed
concerns over management's failure to engage independent advisors to explore
strategic alternatives to enhance shareholder value:
Mr. William Gehl February 8, 2001
Chairman, President, and CEO
Gehl Company
143 Water Street
West Bend, WI 53095
Dear Mr. Gehl:
As you are aware, Heartland beneficially owns 330,400 shares of Gehl
Company common stock. Over the past two plus years we have expressed
concern with the market dynamics of the light construction equipment
industry; concerns regarding the globalization of the industry,
consolidation resulting in stronger players, increased competition in
the skid loader market, the emergence of the rental market, and other
issues. These issues are well documented and have been expressed by
various analysts covering the construction equipment industry.
In a letter dated July 9, 1999, we expressed our belief that the
responsibilities of the chairman should be segregated from those of the
CEO. It was, and is, our belief that the turmoil in the industry demands
an objective view of strategic alternatives available to the company
unhindered by the interests of management that may not be aligned with
shareholders. Most recently, in our letter dated October 10, 2000, we
expressed our opinion that the company should engage independent
advisors to evaluate strategic alternatives to enhance shareholder
value.
In light of the above noted comments and concerns, we believe you will
understand our dismay with the Board and the management's decision to
summarily reject what appeared to be a legitimate offer for the purchase
of the company at a substantial premium to its then market price. It is
difficult to comprehend how the Board and management could have convened
and given due consideration to an offer in a four hour period on a
Friday evening before a Holiday. Were all Board members fully informed
of the offer? Were any shareholders consulted? We certainly were not!
What basis do you have to believe shareholders could realize better
value with Gehl as an independent company? Time value of money is still
an important investment concept, especially in a deteriorating economic
environment where your industry dynamics have changed.
A Board is elected to represent shareholders, not management. Both the
Board and management have a fiduciary responsibility to diligently and
in good faith represent shareholders. It is difficult to understand how
the apparent cursory review of the CIC Equity Partners, Ltd. (CIC) offer
can be construed as adequately discharging your responsibilities to
shareholders. Your capricious actions have resulted in a shareholder
lawsuit that will require company funds to defend and could result in
further losses to the
-11-
company. It is time you exercise your responsibilities to all
shareholders. We urge you to appoint a committee of independent
directors to properly review the CIC proposal. We also reiterate our
previous recommendation to engage professional advisors to assist the
independent directors with respect to the proposed transaction and
actions to return value to shareholders.
Respectfully,
William J. Nasgovitz David C. Fondrie
Cc: Gehl Company Board of Directors
Finally, on May 9, 2001, Gehl announced that it would explore a full
range of strategic alternatives to maximize value for its shareholders,
including the potential sale of Gehl. CIC and Newcastle Partners actively
participated in the sale process commenced by Gehl in May 2001. As a condition
to participate in this process, CIC and Newcastle Partners had to agree to
comply with the procedures established by Gehl and their advisors. CIC and
Newcastle Partners, together with their advisors and financing sources,
participated in the due diligence process during the sale process to the extent
necessary in connection with their bid. Gehl's representatives have criticized
CIC and Newcastle Partners and characterized their level of due diligence review
during the sale process as "superficial," and suggested that CIC and Newcastle
Partners may have a "lack of interest in truly pursuing an acquisition
transaction." We believe this allegation is preposterous. CIC and Newcastle
Partners believe that the level of due diligence performed by CIC and Newcastle
Partners, together with their representatives and advisors, within the confines
permitted by Gehl during the sale process was clearly sufficient. The level of
due diligence performed by CIC and Newcastle Partners, however, should be
irrelevant to Gehl. We believe that the key relevant point is that CIC and
Newcastle Partners were ready, willing and able to acquire Gehl pursuant to the
terms of the Offer.
In connection with CIC's and Newcastle Partners' participation in
the sale process and submission of a formal offer to purchase Gehl, a financing
commitment from Harold C. Simmons was provided to fund, or to assist in
arranging the financing for, the acquisition of Gehl. This commitment was not a
typical financing commitment frequently provided from a bank or similar type
lender, but rather a commitment from a sophisticated investor with significant
resources familiar with the requirements of completing a business acquisition of
the type contemplated by the Offer. Mr. Simmons has assured CIC and Newcastle
Partners that he was and is committed to financing, or assisting in arranging
the financing for, their acquisition of Gehl, whether directly or indirectly.
As a precondition for CIC and Newcastle Partners being permitted to
participate in the process, CIC and Newcastle Partners were required to enter
into a confidentiality and standstill agreement with Gehl, the terms of which
are not permitted to be disclosed. We have requested that Gehl waive certain of
the non-disclosure provisions so that we might better describe the process
conducted by Gehl, without disclosing any proprietary information, but have not
been permitted to do so by Gehl.
As has been previously stated, on September 27, 2001 Gehl announced
that it had decided to terminate the strategic review process, not accept the
Offer submitted by CIC and Newcastle Partners or any of the other offers to
acquire Gehl, and to revert to Gehl's previous strategic plan of cost savings
and consolidation of operations and not pursue a sale of Gehl. Both as
shareholders of Gehl, and as participants in the sale process, the Committee was
extremely disappointed to learn that the strategic review process was terminated
and believes that this action is not in the best interests of the Gehl
shareholders.
On November 12, 2001, the parties to the Joint Filing Agreement,
David Langevin and Neil D. Arnold entered into Amendment No. 2 to the Joint
Filing Agreement in which, among other things, (i) the definition of "Group" was
amended to include Messrs. Langevin and Arnold, (ii) each of Messrs. Langevin
and Arnold agreed to serve as a director
-12-
of Gehl if elected at the Annual Meeting, and (iii) Newcastle Focus, Newcastle
Partners and CIC agreed to indemnify Messrs. Langevin and Arnold against any and
all claims of any nature arising from the solicitation of proxies from Gehl's
shareholders and any related transactions by executing certain letter agreements
dated November 12, 2001.
Based upon the information currently available, CIC and Newcastle
Partners remain prepared to pursue an offer to acquire Gehl for $18.00 per Share
in cash, despite the termination by Gehl of its strategic review process, and
CIC and Newcastle Partners remain extremely interested in pursuing such an
offer.
ELECTION OF THE NOMINEES
We are soliciting your proxy for the election of the Nominees as
directors of Gehl to serve until the next Annual Meeting of Shareholders and
until their successors are duly elected and qualified.
The Bylaws of Gehl set the number of directors constituting the
board of directors at nine (9), divided into three (3) classes: Class I - three
(3) directors; Class II three (3) directors; Class III three (3) directors. At
each Annual Meeting of Shareholders the successors to the class of directors
whose terms expire at the time of such annual meeting are elected to hold office
until the third succeeding annual meeting . The Nominees, if elected, would
serve as directors for the term expiring in 2004 or until the due election and
qualification of their successors. If any additional directorships are to be
voted upon at the Annual Meeting, we reserve the right to nominate additional
persons to fill such positions. In addition, we reserve the right to nominate
substitute or additional persons if Gehl makes or announces any changes to its
Bylaws or takes or announces any other action that has, or if consummated would
have, the effect of disqualifying any of the Nominees. We have no reason to
believe any of the Nominees will be disqualified or unable or unwilling to serve
if elected.
THE NOMINEES
The following information sets forth the name, business address,
present principal occupation, and employment and material occupations,
positions, offices, or employments for the past five years of the Nominees. This
information has been furnished to the Committee by the Nominees. Where no date
is given for the commencement of the indicated office or position, such office
or position was assumed prior to October 1, 1996. Each person listed below is a
citizen of the United States.
Mark E. Schwarz (41) has served as the sole general partner of
Newcastle Partners, L.P., a private investment firm, since 1993. Mr. Schwarz was
also Vice President and Manager of Sandera Capital, L.L.C., a private investment
firm affiliated with Hunt Financial Group, L.L.C., a Dallas-based investment
firm associated with the Lamar Hunt family ("Hunt"), from 1995 to September 1999
and a securities analyst and portfolio Manager for SCM Advisors, L.L.C.,
formerly a Hunt-affiliated registered investment advisor from May 1993 to 1996.
Mr. Schwarz currently serves as a director of the following companies:
WebFinancial Corporation, a banking and specialty finance company; Nashua
Corporation, a specialty paper, label and printing supplies manufacturer; Bell
Industries, Inc., a computer systems integrator; Tandycrafts, Inc., a
manufacturer of picture frames and framed art; and Hallmark Financial Services,
Inc., a property-and-casualty insurance holding company. From October 1998
through April 1999, Mr. Schwarz served as a director of Aydin Corporation, a
defense-electronics manufacturer. As of the date hereof, Mr. Schwarz
beneficially owned an aggregate of 280,600 Shares, all of which were owned
directly by Newcastle Partners and Newcastle Focus . The business address of Mr.
Schwarz is c/o Newcastle Partners, L.P., 200 Crescent Court, Suite 670, Dallas,
Texas 75201. For information regarding Mr. Schwarz's purchases and sales of
Shares during the past two years, see Schedule I.
David Langevin (50) has served as Managing Director of Gerard Klauer
Mattison & Co., an institutional research and investment banking firm, since
May 2000. He has also served as Managing Partner of GKM Value Partners, LP, an
investment fund that invests in industrial and services businesses, since July
2001. Mr. Langevin serves as a director of Atlas Weyhausen, GmbH,
-13-
a German loader crane and excavator manufacturer which was acquired by GKM Value
Partners under Mr. Langevin's leadership. From May 1998 to May 2000, Mr.
Langevin served as Executive Vice President and as a director of Environmental
Systems Products, Inc., a provider of services and equipment to the automobile
emissions industry. From 1993 to May 1998, he served as Executive Vice President
of Terex Corporation, a manufacturer of capital goods and equipment used in the
construction, mining, infrastructure, distribution and manufacturing industries,
where he directed acquisitions of various crane and earth moving businesses. As
of the date hereof, Mr. Langevin does not own any Shares. The business address
of Mr. Langevin is c/o Gerard Klauer Mattison & Co., 529 Fifth Avenue, New
York, New York 10017. For information regarding Mr. Langevin's purchases and
sales of Shares during the past two years, see Schedule I.
Neil D. Arnold (53) has served as the Vice Chairman of the Board of
Directors of WHX Corporation ("WHX"), an NYSE listed holding company, since
August 2001 and as a director of WHX since 1992. Mr. Arnold has served as a
principal of WPN Corporation, a financial consulting company which provides
financial, management, advisory and consulting services to WHX, since August
2001. He has also been a private investor since May 1999. From December 1996 to
May 1999, Mr. Arnold served as Group Finance Director of Lucas Varity plc, a
designer, manufacturer and supplier of advanced technology systems, products and
services in the world's automotive and space industries, and as its Executive
Vice President - Corporate Development from September 1996 to December 1996.
From July 1990 to September 1996, Mr. Arnold served as Senior Vice President and
Chief Financial Officer of Varity Corporation (formerly known as Massey Ferguson
Ltd.). Prior to such time, Mr. Arnold was the Treasurer and Vice President of
Massey Ferguson Ltd., a manufacturer and distributor of farm and industrial
machinery. In 1986, Massey Ferguson changed its name to Varity Corporation. As
of the date hereof, Mr. Arnold does not own any Shares. The business address of
Mr. Arnold is c/o WHX Corporation, 110 East 59th Street, New York, New York
10022. For information regarding Mr. Arnold's purchases and sales of Shares
during the past two years, see Schedule I.
Each of the Nominees has consented to serve as a director until
expiration of his respective term and until such Nominee's successor has been
elected and qualified or until the earlier resignation or removal of such
Nominee. We have no reason to believe that any of the Nominees named above will
be disqualified or unable or unwilling to serve if elected. However, if any of
the Nominees are unable to serve or for good cause will not serve, proxies may
be voted for another person nominated by the Committee to fill the vacancy.
The Nominees will not receive any compensation from the Committee
for their services as a director of Gehl. Other than as already stated herein,
there are no arrangements or understandings between the Committee and each
Nominee or any other person or person pursuant to which the nominations
described herein are to be made, other than the consent by the Nominees to serve
as directors of Gehl if elected as such at the Annual Meeting. Other than as
stated above, there are no arrangements or understandings between the Committee
and each Nominee or any other person or persons pursuant to which the
nominations described herein are to be made, other than the consent by each of
the Nominees to serve as a director of Gehl if elected as such at the Annual
Meeting. The participants in this proxy solicitation have not been convicted in
any criminal proceedings (excluding traffic violations or similar misdemeanors)
over the past ten years. None of the Nominees is a party adverse to Gehl or any
of its subsidiaries or has a material interest adverse to Gehl or any of its
subsidiaries in any material pending legal proceedings.
-14-
The Committee is proposing that the shareholders of Gehl elect the
Nominees to the Board at the Annual Meeting. If required, the Committee intends
to distribute to the shareholders of Gehl supplemental materials in the event
the Gehl Board takes action after the date of this Proxy Statement to increase
the number of directors of Gehl pursuant to Article IV, Section A of the
Restated Articles of Incorporation of Gehl, or otherwise. In such event, the
Committee reserves the right to nominate additional persons as Nominees for
director such that the number of Nominees would be equal to the number of
directors being elected to the Gehl Board.
YOU ARE URGED TO VOTE FOR THE ELECTION OF THE NOMINEES ON THE ENCLOSED GOLD
PROXY CARD.
VOTING AND PROXY PROCEDURES
Only shareholders of record on the Record Date will be entitled to
notice of and to vote at the Annual Meeting. Each Share is entitled to one vote.
Shareholders who sell Shares before the Record Date (or acquire them without
voting rights after the Record Date) may not vote such Shares. Shareholders of
record on the Record Date will retain their voting rights in connection with the
Annual Meeting even if they sell such Shares after the Record Date. Based on
publicly available information, the Committee believes that the only outstanding
class of securities of Gehl entitled to vote at the Annual Meeting are the
Shares.
Shares represented by properly executed GOLD proxy cards will be
voted at the Annual Meeting as marked and, in the absence of specific
instructions, will be voted FOR the election of the Nominees to the Board, and
in the discretion of the persons named as proxies on all other matters as may
properly come before the Annual Meeting. Directors are elected by a plurality of
the votes cast (assuming a quorum is present). An abstention from voting will be
tabulated as a vote withheld on the election and will be included in computing
the number of Shares present for purposes of determining the presence of a
quorum, but will not be considered in determining whether each of the nominees
has received a plurality of the votes cast at the Annual Meeting. Proxies
relating to "street name" Shares that are voted by brokers only on some of the
proposals will nevertheless be treated as present for purposes of determining
the presence of a quorum on all matters but will not be entitled to vote on any
proposal which the broker does not have discretionary voting power and has not
received instructions from the beneficial owner ("broker non-votes"). Directors
are elected by a plurality of the votes cast and the nominees who receive the
most votes will be elected.
Shareholders of Gehl may revoke their proxies at any time prior to
exercise by attending the Annual Meeting and voting in person (although
attendance at the Annual Meeting will not in and of itself constitute revocation
of a proxy) or by delivering a written notice of revocation. The delivery of a
subsequently dated proxy which is properly completed will constitute a
revocation of any earlier proxy. The revocation may be delivered either to the
Committee in care of MacKenzie Partners, Inc. at the address set forth on the
back cover of this Proxy Statement or to Gehl at 143 Water Street, West Bend,
Wisconsin 53095 or any other address provided by Gehl. Although a revocation is
effective if delivered to Gehl, the Committee requests that either the original
or photostatic copies of all revocations be mailed to the Committee in care of
MacKenzie Partners, Inc. at the address set forth on the back cover of this
Proxy Statement so that the Committee will be aware of all revocations and can
more accurately determine if and when proxies have been received from the
holders of record on the Record Date of a majority of the outstanding Shares.
IF YOU WISH TO VOTE FOR THE ELECTION OF THE NOMINEES TO THE GEHL BOARD, PLEASE
SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED GOLD PROXY CARD IN THE POSTAGE-PAID
ENVELOPE PROVIDED.
SOLICITATION OF PROXIES
The solicitation of proxies pursuant to this Proxy Statement is
being made by the Committee. Proxies may be solicited by mail, facsimile,
telephone, telegraph, Internet, in person and by advertisements.
-15-
We have retained MacKenzie Partners, Inc. for solicitation and
advisory services in connection with this solicitation, for which MacKenzie
Partners will receive a fee not to exceed $____, together with reimbursement for
its reasonable out-of-pocket expenses, and will be indemnified against certain
liabilities and expenses, including certain liabilities under the federal
securities laws. MacKenzie Partners, Inc. will solicit proxies from individuals,
brokers, banks, bank nominees and other institutional holders. We have requested
banks, brokerage houses and other custodians, nominees and fiduciaries to
forward all solicitation materials to the beneficial owners of the Shares they
hold of record. We will reimburse these record holders for their reasonable
out-of-pocket expenses in so doing. It is anticipated that MacKenzie Partners,
Inc. will employ approximately __ persons to solicit Gehl's shareholders for the
Annual Meeting.
The entire expense of soliciting proxies is being borne by the
Committee. If the Nominees are elected to the Gehl Board, we intend to seek
reimbursement of the costs of this solicitation from Gehl. Unless otherwise
required by law, we do not currently intend to submit the question of
reimbursement of the costs of this solicitation to a shareholder vote. Costs of
this solicitation of proxies are currently estimated to be approximately $____.
We estimate that through the date hereof, our expenses in connection with this
solicitation are approximately $____.
-16-
OTHER MATTERS AND ADDITIONAL INFORMATION
We are unaware of any other matters to be considered at the Annual
Meeting. However, should other matters, which the Committee is not aware of a
reasonable time before this solicitation, be brought before the Annual Meeting,
we will vote on such matters in our discretion.
-17-
The information concerning Gehl contained in this Proxy Statement
and the Schedules attached hereto has been taken from, or is based upon,
publicly available information. To date, the Committee has not had access to the
books and records of Gehl.
THE GEHL SHAREHOLDER VALUE COMMITTEE
________, 2001
-18-
SCHEDULE I
TRANSACTIONS DURING THE LAST TWO YEARS
Shares of Common Stock Price Per Date of
Purchased Share Purchase
--------- ----- --------
NEWCASTLE PARTNERS, L.P.
------------------------
3,000 $14.685 07/24/00
14,700 $13.830 08/10/00
2,000 $14.425 09/07/00
1,000 $14.550 09/08/00
1,600 $14.363 09/11/00
2,000 $14.363 09/13/00
3,400 $14.363 09/14/00
1,000 $11.050 09/26/00
2,600 $11.048 09/28/00
5,000 $11.500 09/29/00
1,600 $11.241 09/29/00
17,500 $11.572 10/02/00
10,000 $11.292 10/03/00
5,000 $10.003 10/05/00
6,500 $9.053 10/10/00
2,000 $10.028 10/12/00
900 $10.425 10/18/00
500 $10.425 10/19/00
5,000 $9.363 10/27/00
1,500 $10.300 11/01/00
2,400 $10.503 11/03/00
5,000 $10.854 11/06/00
500 $17.460 05/17/01
10,000 $17.000 06/04/01
5,000 $16.800 06/05/01
100 $17.850 06/11/01
500 $17.810 06/14/01
-19-
400 $17.750 06/15/01
400 $17.810 06/18/01
1,000 $17.810 06/19/01
400 $17.945 06/21/01
5,000 $18.010 06/25/01
8,500 $17.952 07/02/01
600 $17.755 07/05/01
NEWCASTLE FOCUS FUND II, L.P.(1)
--------------------------------
20,000 $14.406 09/05/00
5,500 $14.438 09/06/00
16,500 $14.563 09/07/00
5,000 $14.825 09/08/00
25,000 $14.563 09/11/00
1,500 $14.375 09/13/00
3,000 $14.500 09/13/00
10,000 $14.563 09/13/00
3,500 $14.375 09/14/00
2,000 $14.438 09/14/00
30,000 $11.125 09/15/00
2,000 $9.750 09/18/00
10,000 $10.000 09/18/00
5,000 $10.188 09/18/00
5,000 $10.250 09/18/00
10,000 $10.500 09/18/00
- ---------------------------
1 The 154,000 Shares owned by Newcastle Focus were received from a trust
of which Harold C. Simmons serves as sole trustee and which currently
is the sole limited partner of Newcastle Focus, as such trust's capital
contribution to Newcastle Focus.
-20-
CIC EQUITY PARTNERS, LTD.
-------------------------
12,000 $16.988 04/04/00
20,000 $17.375 04/14/00
10,000 $18.176 04/17/00
20,000 $19.100 04/18/00
1,200 $17.785 04/24/00
2,000 $17.916 04/25/00
3,300 $18.596 04/27/00
4,300 $19.044 04/28/00
25,000(2) $9.900 10/13/00
MARK E. SCHWARZ(3)
----------------
NONE
PAUL DEROBBIO(4)
--------------
NONE
HAROLD C. SIMMONS(5)
------------------
NONE
- ---------------------
2 The 25,000 Shares were received as a capital contribution from one of
the limited partners of CIC.
3 By virtue of his positions with Newcastle Partners and Newcastle Focus,
Mr. Schwarz has the power to vote and dispose of the Shares owned by
Newcastle Partners and Newcastle Focus. Accordingly, Mr. Schwarz may be
deemed to be the beneficial owner of the Shares owned by Newcastle
Partners and Newcastle Focus.
4 By virtue of his position with CIC, Mr. DeRobbio has the power to vote
and dispose of the Shares owned by CIC. Accordingly, Mr. DeRobbio may
be deemed to be the beneficial owner of the Shares owned by CIC.
5 Harold C. Simmons may be deemed a beneficial owner of the Shares owned
by Newcastle Focus because a trust for which Mr. Simmons serves as sole
trustee, with sole voting and dispositive power over its investment in
Newcastle Focus, currently is the sole limited partner of Newcastle
Focus. So long as such trust is the sole limited partner of Newcastle
Focus, the sole limited partner can cause the termination of the
limited partnership on thirty days' written notice. In the event of a
dissolution or distribution by Newcastle Focus, with its current
ownership structure, substantially all of such Shares could become
assets of the trust.
-21-
JOHN (PETE) A. BRICKER, JR.
---------------------------
NONE
DAVID LANGEVIN
--------------
NONE
NEIL D. ARNOLD
--------------
NONE
-22-
SCHEDULE II
-----------
PRINCIPAL STOCKHOLDERS
----------------------
The following is based solely on information provided in the
Management Proxy Statement.
Management
The following table sets forth certain information as of February
29, 2000, regarding beneficial ownership of shares of Common Stock by each
director, each of the executive officers named in the Management Proxy Statement
and all directors, nominees and executive officers as a group. Except as
otherwise indicated in the footnotes all of the persons listed below have sole
voting and investment power over the shares of Common Stock identified as
beneficially owned.
Shares of
Common
Name of Individual Stock Beneficially Percent of
Or Number in Group Owned(1) Class
------------------ -------- -----
William D. Gehl .................................................... 191,563 3.4%
Nicholas C. Babson ................................................. 1,833 *
Thomas J. Boldt .................................................... 6,447 *
Fred M. Butler ..................................................... 5,947 *
John T. Byrnes ..................................................... 5,014 *
Richard J. Fotsch .................................................. 0 (2) *
William P. Killian ................................................. 6,447 (3) *
Arthur W. Nesbitt .................................................. 7,972 (4) *
John W. Splude ..................................................... 5,747 *
Hermann Viets ...................................................... 2,833 *
Malcolm F. Moore ................................................... 0 *
Kenneth P. Hahn .................................................... 30,001 *
Michael J. Mulcahy ................................................. 27,806 *
Richard J. Semler .................................................. 22,667 *
All directors, nominees and executive officers as group (14 persons) 314,277 5.4%
* The amount shown is less than 1% of the outstanding shares.
(1) Includes shares subject to exercisable options as of February 29,
2000, and options exercisable within 60 days of such date, as
follows: Mr. Gehl, 92,333 shares; Mr. Babson 666 shares; Mr. Boldt
4,665 shares; Mr. Butler,
-23-
2,765 shares; Mr. Killian, 4,665 shares; Mr. Nesbitt, 4,665 shares;
Mr. Splude, 4,665 shares; Dr. Viets, 666 shares; Mr. Hahn, 28,333
shares; Mr. Mulcahy, 23,499 shares; Mr. Semler, 19,499 shares; and
all directors, nominees and executive officers as a group 186,421
shares.
(2) Mr. Fotsch is a new nominee for election as a director of Gehl.
(3) Includes shares held by the Killian Family Trust for which Mr.
Killian serves as Trustee.
(4) Mr. Nesbitt will retire as a director at the time of the 2000 Annual
Meeting.
Other Beneficial Owners
The following table sets forth certain information regarding
beneficial ownership by the only other persons known to Gehl to own more than 5%
of the outstanding Common Stock. The beneficial ownership information set forth
below has been reported in filings made by the beneficial owners with the
Securities and Exchange Commission.
Amount and Nature of
Beneficial Ownership
---------------------------------
Voting Power Investment Power
------------ ----------------
Name and Address
of Beneficial Owner Sole Shared Sole Shared Aggregate Percent of Class
------------------- ---- ------ ---- ------ --------- ----------------
FMR Corp.
82 Devonshire Street
Boston, MA 02109............... -0- -0- 639,000 -0- 639,000 11.5%
Heartland Advisors, Inc.
790 N. Milwaukee St.
Milwaukee, WI 53202............ 172,000 -0- 460,000 -0- 460,000 8.2%
Dimensional Fund
Advisors Inc.
1299 Ocean Avenue
Santa Monica, CA 90401......... 394,224 -0- 394,224 -0- 394,224 7.1%
-24-
SCHEDULE III
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PARTICIPANT INFORMATION
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The Gehl Shareholder Value Committee is composed of Mark E. Schwarz,
David Langevin, John (Pete) A. Bricker, Jr., Neil D. Arnold, Harold C. Simmons,
Paul DeRobbio, Newcastle Partners, L.P., a Texas limited partnership, Newcastle
Focus Fund II, L.P., a Texas limited partnership, and CIC Equity Partners, Ltd.,
a Texas limited partnership. Mark E. Schwarz, David Langevin and Neil D. Arnold
constitute the Nominees for election to the Board. The Committee was formed on
or about March 13, 2001. The Committee is an unincorporated association with its
office at 200 Crescent Court, Suite 670, Dallas, Texas 75201. Its telephone
number is (214) 661-7474.
Newcastle Partners is a Texas limited partnership. The principal
business of Newcastle Partners is the purchase, sale, exchange, acquisition and
holding of investment securities. The principal business address of Newcastle
Partners is 200 Crescent Court, Suite 670, Dallas, Texas 75201. Mark E. Schwarz
is the sole general partner of Newcastle Partners. As of the date hereof,
Newcastle Partners was the beneficial owner of 126,600 shares. For information
regarding the purchases and sales of Shares during the past two years by
Newcastle Partners, see Schedule I.
Newcastle Focus is a Texas limited partnership. The general partner
of Newcastle Focus is Newcastle Capital Management, L.P., a Texas limited
partnership ("Partners LP"). The general partner of Partners LP is Newcastle
Capital Group, L.L.C., a Texas limited liability company ("Partners LLC"). The
principal business address of Newcastle Focus is 200 Crescent Court, Suite 670,
Dallas, Texas 75201. Mark E. Schwarz is the sole manager and member of Partners
LLC. The principal business of Newcastle Focus is the purchase, sale, exchange,
acquisition and holding of investment securities. As of the date hereof,
Newcastle Focus was the beneficial owner of 154,000 Shares. For information
regarding the purchases and sales of Shares during the past two years by
Newcastle Focus, see Schedule I.
CIC is a Texas limited partnership. SLP Consultants, Inc. ("SLP") is
the sole general partner of CIC. Paul DeRobbio is the President of SLP. The
principal business address of CIC is Three Lincoln Centre, 5430 LBJ Freeway,
Suite 1700, Dallas, Texas 75240. The principal business of CIC is investments in
public and private companies. As of the date hereof, CIC was the beneficial
owner of 97,800 Shares. For information regarding the purchases and sales of
Shares during the past two years by CIC, see Schedule I.
Harold C. Simmons is a private investor and the Chairman of the
Board and Chief Executive Officer of Contran Corporation, a privately-held
diversified holding company, and Valhi, Inc., a publicly-held diversified
holding company that is a subsidiary of Contran Corporation. The principal
business address of Mr. Simmons is Three Lincoln Centre, 5430 LBJ Freeway, Suite
1700, Dallas, Texas 75240. As of the date hereof, Mr. Simmons was the beneficial
owner of 154,000 Shares. For information regarding the purchases and sales of
Shares during the past two years by Mr. Simmons, see Schedule I.
John (Pete) A. Bricker, Jr. has served as a principal of SCM
Advisors, L.L.C., formerly a Lamar Hunt family-affiliated registered investment
advisor, since 1992. Previously, Mr. Bricker served as a principal of Sandera
Capital, L.L.C., a private investment firm affiliated with Hunt Financial Group,
L.L.C., a Dallas-based investment firm associated with the Lamar Hunt family,
from December 1995 to June 1999. Mr. Bricker served as a director of General
Housewares Corporation, an NYSE listed manufacturer, marketer and distributor of
products for the houseware and crafts/hardware market until its sale to CCPC
Holding Company in 1999. From August 1987 to May 1997, Mr. Bricker was an
Adjunct Lecturer and Lecturer in Finance at Southern Methodist University. As of
the date hereof, Mr. Bricker does not own any Shares. The business address of
Mr. Bricker is SCM Advisors, L.L.C., 5949 Sherry Lane, Suite 1350, Dallas, Texas
75225. For information regarding Mr. Bricker's purchases and sales of Shares
during the past two years, see Schedule I.
-25-
Paul DeRobbio has served as Managing Director of CIC Equity
Partners, Ltd., a private investment firm, since April 2000. Mr. DeRobbio has
also served as a Vice President and Director of Contran Resorts, Inc., a resort
and golf management company, since 1994 and M. R. Real Estate, Inc., a real
estate development company, since 1998. As of the date hereof, Mr. DeRobbio
beneficially owned an aggregate of 97,800 Shares, all of which were owned
directly by CIC. The business address of Mr. DeRobbio is c/o CIC Equity
Partners, Ltd., Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas,
Texas 75240. For information regarding Mr. DeRobbio's purchases and sales of
Shares during the past two years, see Schedule I. In 1998, Paul DeRobbio was
charged with a Class A misdemeanor assault. The complainant insulted Mr.
DeRobbio's wife, who is a television star of a well known former prime time
television series. As Mr. DeRobbio confronted the complainant, Mr. DeRobbio
grabbed the complainant's jacket and the complainant fell out of his chair. Mr.
DeRobbio considered taking the case to trial because he believed that he would
be acquitted. However, because his wife is a well-known television actress, Mr.
DeRobbio declined to go to a trial, fearing unwanted media attention for his
wife. Mr. DeRobbio accepted a plea agreement of probation and he entered into a
no contest-plea to an unsupervised probation. Mr. DeRobbio completed the
probation and the case has been discharged as of May 2, 2000. In addition, in
1995 Mr. DeRobbio was subject to a 24 month probation for a Class B misdemeanor,
Driving While Intoxicated.
CERTAIN TRANSACTIONS BETWEEN THE COMMITTEE AND GEHL
Except as set forth in this Proxy Statement (including the Schedules
hereto), neither the Committee nor any of the other participants in this
solicitation, or any of their respective associates: (i) directly or indirectly
beneficially owns any Shares or any securities of Gehl; (ii) has had any
relationship with Gehl in any capacity other than as a shareholder, or is or has
been a party to any transactions, or series of similar transactions, or is
indebted to Gehl since November 1, 2000 with respect to any Shares of Gehl; or
(iii) knows of any transactions since November 1, 2000, currently proposed
transactions, or series of similar transactions, to which Gehl or any of its
subsidiaries was or is to be a party, in which the amount involved exceeds
$60,000 and in which any of them or their respective affiliates had, or will
have, a direct or indirect material interest. In addition, other than as set
forth herein, there are no contracts, arrangements or understandings entered
into by the Committee or any other participant in this solicitation or any of
their respective associates within the past year with any person with respect to
any of Gehl's securities, including, but not limited to, joint ventures, loan or
option arrangements, puts or calls, guarantees against loss or guarantees of
profit, division of losses or profits, or the giving or withholding of proxies.
Except as set forth in this Proxy Statement (including the Schedules
hereto), neither the Committee nor any of the other participants in this
solicitation, or any of their respective associates, has entered into any
agreement or understanding with any person with respect to (i) any future
employment by Gehl or its affiliates or (ii) any future transactions to which
Gehl or any of its affiliates will or may be a party. However, the Committee has
reviewed, and will continue to review, on the basis of publicly available
information, various possible business strategies that it might consider in the
event that the Nominees are elected to the Board. In addition, if and to the
extent that the Committee acquires control of Gehl, the Committee intends to
conduct a detailed review of Gehl and its assets, financial projections,
corporate structure, dividend policy, capitalization, operations, properties,
policies, management and personnel and consider and determine what, if any,
changes would be desirable in light of the circumstances which then exist.
-26-
IMPORTANT
Tell your Board what you think! Your vote is important. No matter
how many Shares you own, please give the Committee your proxy FOR the election
of the Nominees by taking three steps:
1. SIGNING the enclosed GOLD proxy card,
2. DATING the enclosed GOLD proxy card, and
3. MAILING the enclosed GOLD proxy card TODAY in the
envelope provided (no postage is required if mailed in
the United States).
If any of your Shares are held in the name of a brokerage firm,
bank, bank nominee or other institution, only it can vote such Shares and only
upon receipt of your specific instructions. Accordingly, please contact the
person responsible for your account and instruct that person to execute the GOLD
proxy card representing your Shares. The Committee urges you to confirm in
writing your instructions to the Committee in care of MacKenzie Partners, Inc.
at the address provided below so that the Committee will be aware of all
instructions given and can attempt to ensure that such instructions are
followed.
If you have any questions or require any additional information
concerning this Proxy Statement, please contact, MacKenzie Partners, Inc. at the
address set forth below.
[MACKENZIE PARTNERS, INC. LOGO]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
E-mail: proxy@mackenziepartners.com
or
CALL TOLL FREE (800) 322-2885
-27-
PRELIMINARY COPY SUBJECT TO COMPLETION
DATED NOVEMBER 13, 2001
GEHL COMPANY 2001 ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF
THE GEHL SHAREHOLDER VALUE COMMITTEE
The undersigned appoints Mark E. Schwarz and Paul DeRobbio and each of them,
attorneys and agents with full power of substitution to vote all shares of
common stock of Gehl Company ("Gehl") which the undersigned would be entitled to
vote if personally present at the 2001 Annual Meeting of Shareholders of Gehl,
and including at any adjournments or postponements thereof and at any special
meeting called in lieu thereof, as follows:
1. ELECTION OF DIRECTORS: FOR WITHHOLD FOR ALL
ALL ALL Except nominee(s)
written below
Nominees: Mark E. Schwarz, David
Langevin and Neil D. Arnold [ ] [ ] [ ]
------------------------------------
2. In their discretion with respect to any other matters as may
properly come before the Annual Meeting.
The undersigned hereby revokes any other proxy or proxies heretofore
given to vote or act with respect to the Shares of Common Stock of Gehl held by
the undersigned, and hereby ratifies and confirms all action the herein named
attorneys and proxies, their substitutes, or any of them may lawfully take by
virtue hereof. If properly executed, this proxy will be voted as directed above.
If no direction is indicated with respect to the above proposal, this proxy will
be voted FOR the election of the Nominees, or any substitutions or additions
thereto.
This proxy will be valid until the sooner of one year from the date
indicated below and the completion of the Annual Meeting.
DATED: _________________________________, 2001.
PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY.
-------------------------------------------------------
(Signature)
-------------------------------------------------------
(Signature, if held jointly)
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(Title)
WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN. EXECUTORS,
ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING.
IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!
