SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest
event reported): October 2, 1997
Gehl Company
(Exact name of registrant as
specified in its charter)
Wisconsin 0-18110 39-0300430
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
143 Water Street, West Bend, Wisconsin 53095
(Address of principal executive offices, including zip code)
(414) 334-9461
(Registrant's telephone number)
Item 2. Acquisition or Disposition of Assets
On October 2, 1997, Gehl Company ("Gehl") acquired from Brunel
Holdings, plc ("Brunel Holdings") all of the issued and outstanding shares of
capital stock of Brunel America Inc. ("Brunel America"). Such purchase of
capital stock and certain related transactions are referred to herein as the
"Acquisition". The total cash consideration paid by Gehl at the closing of
the Acquisition was $27,700,000. The purchase price paid by Gehl in the
Acquisition was determined on the basis of arm's length negotiations between
the parties. There is no material relationship between Brunel Holdings and
Gehl or any of its affiliates, directors or officers or any of their
associates.
The Acquisition was consummated in accordance with the terms of
a Stock Purchase Agreement, dated September 12, 1997 (the "Stock Purchase
Agreement"), by and between Gehl and Brunel Holdings. In connection with the
Acquisition, Gehl (a) acquired the Brunel America stock from Brunel Holdings
for $26,700,000; and (b) entered into a five (5) year Noncompetition Agreement
with Brunel Holdings pursuant to which Gehl paid to Brunel Holdings the sum of
$1,000,000. The purchase price is subject to a post-closing net worth
adjustment.
To provide financing for the Acquisition, Gehl borrowed
$27,700,000 under its credit facility with Deutsche Financial Services
Corporation.
In connection with the Acquisition, Gehl, through Brunel
America, acquired all of the issued and outstanding shares of capital stock of
the following direct and indirect subsidiaries of Brunel America: Mustang
America, Inc.; Mustang Manufacturing Company, Inc.; Mustang Finance Inc.; and
Mustang International, Inc. (collectively referred to as the "Mustang
Subsidiaries").
The Stock Purchase Agreement is filed as an exhibit to this
Current Report on Form 8-K and is incorporated herein by reference. The brief
summaries of the provisions of the Stock Purchase Agreement set forth above
are qualified in their entirety by reference to the Stock Purchase Agreement
filed as an exhibit hereto.
The Mustang Subsidiaries design, manufacture and distribute
skid steer loaders and related attachments. It is the intention of Gehl to
continue to operate the business of the Mustang Subsidiaries at their present
headquarters and manufacturing location in Owatonna, Minnesota and to conduct
the business of the Mustang Subsidiaries in substantially the same manner as
it had been conducted prior to the Acquisition.
Item 7. Financial Statements and Exhibits.
(a) and (b) Financial Statements of Business Acquired and Pro
Forma Financial Information.
It is impractical at this time to file any financial statements
and pro forma financial information required to be filed
pursuant to Item 7 of Form 8-K. Such financial statements and
pro forma financial information that may be required will be
filed as soon as practicable, but not later than 60 days from
the date hereof.
(c) Exhibits. The following exhibits are being filed herewith:
(2) Stock Purchase Agreement, dated as of September 12, 1997,
between Gehl Company and Brunel Holdings, plc. Schedules
to the Stock Purchase Agreement have not been filed
herewith. Gehl agrees to furnish a copy of any omitted
schedule to the Commission upon request.
(4.1) Amendment to Amended and Restated Loan and Security
Agreement by and between Deutsche Financial Services
Corporation, f/k/a ITT Commercial Finance Corp., Deutsche
Financial Services Canada Corporation and Gehl Company and
its subsidiaries, dated October 2, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GEHL COMPANY
Date: October 16, 1997 By:
William D. Gehl
Chairman of the Board, President and
Chief Executive Officer
GEHL COMPANY
Exhibit Index to Current Report on form 8-K
Dated October 16, 1997
Exhibit
Number
(2) Stock Purchase Agreement, dated as of September 12, 1997, between Gehl
Company and Brunel Holdings, plc. Schedules to the Stock Purchase Agreement
have not been filed herewith. Gehl agrees to furnish a copy of any omitted
schedule to the Commission upon request.
(4.1) Amendment to Amended and Restated Loan and Security Agreement by and
between Deutsche Financial Services Corporation, f/k/a ITT Commercial Finance
Corp., Deutsche Financial Services Canada Corporation and Gehl Company and its
subsidiaries, dated October 2, 1997.