SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12
GEHL COMPANY
------------------------------------------------
(Name of Registrant as Specified in its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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[X] No fee required.
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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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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
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previously. Identify the previous filing by registration statement number,
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4) Date Filed:
[GEHL LOGO]
GEHL COMPANY
143 WATER STREET
WEST BEND, WISCONSIN 53095
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 25, 2003
To the Shareholders of Gehl Company:
Notice is hereby given that the annual meeting of shareholders of Gehl
Company will be held at the Cedar Theatre, located on the Cedar Lake Campus of
Cedar Community, 5595 Highway Z, West Bend, Wisconsin 53095, on Friday, April
25, 2003, at 3:00 P.M. (CDT), for the following purposes:
1. To elect three directors to hold office until the annual meeting of
shareholders in 2006 and until their successors are duly elected and
qualified.
2. To transact such other business as may properly come before the meeting or
any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on February 24, 2003
as the record date for the determination of shareholders entitled to notice of,
and to vote at, the annual meeting.
A proxy for the meeting and a proxy statement are enclosed herewith.
A map showing the location of the Cedar Theatre accompanies this notice and
proxy statement.
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED
TO VOTE YOUR SHARES BY SIGNING, DATING AND MAILING THE ENCLOSED PROXY CARD IN
THE ENVELOPE PROVIDED, WHICH IS POSTAGE-PAID IF MAILED IN THE UNITED STATES.
By Order of the Board of Directors
GEHL COMPANY
/s/ Michael J. Mulcahy
Michael J. Mulcahy
Secretary
West Bend, Wisconsin
March 10, 2003
GEHL COMPANY
143 WATER STREET
WEST BEND, WISCONSIN 53095
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 25, 2003
GENERAL INFORMATION
ANNUAL MEETING AND SUBMISSION OF PROXY
This proxy statement and the accompanying proxy card are being furnished to
shareholders by the Board of Directors (the "Board") of Gehl Company (the
"Company" or "Gehl") beginning on or about March 10, 2003, in connection with a
solicitation of proxies by the Board for use at the Annual Meeting of
Shareholders to be held on Friday, April 25, 2003, at 3:00 P.M. (CDT), at the
Cedar Theatre, located on the Cedar Lake Campus of Cedar Community, 5595 Highway
Z, West Bend, Wisconsin 53095, and at all adjournments or postponements thereof
(the "Annual Meeting"), for the purposes set forth in the attached Notice of
Annual Meeting of Shareholders. The Board has fixed the close of business on
February 24, 2003 as the record date for determining shareholders entitled to
notice of, and to vote at, the Annual Meeting. On that date, the Company had
outstanding and entitled to vote 5,376,984 shares of the Company's Common Stock,
$.10 par value per share (the "Common Stock"), each of which is entitled to one
vote per share.
WHETHER OR NOT YOU ATTEND THE ANNUAL MEETING, YOUR VOTE IS IMPORTANT.
ACCORDINGLY, REGARDLESS OF THE NUMBER OF SHARES OF COMMON STOCK YOU OWN, PLEASE
VOTE BY SIGNING, DATING AND PROMPTLY MAILING THE ACCOMPANYING PROXY CARD.
VOTING PROCEDURES
A proxy, in the enclosed form, that is properly executed, duly returned to
the Company and not revoked, will be voted in accordance with the instructions
contained therein. The shares represented by executed but unmarked proxies will
be voted FOR the persons nominated by the Board for election as directors, and
on such other business or matters that may properly come before the Annual
Meeting in accordance with the best judgment of the persons named as proxies in
the enclosed form of proxy. Other than the election of directors, the Board has
no notice of any matters to be presented for action by the shareholders at the
Annual Meeting.
Execution of a proxy given in response to this solicitation will not affect
a shareholder's right to attend the Annual Meeting and to vote in person.
Presence at the Annual Meeting of a shareholder who has signed a proxy does not
in itself revoke a proxy. Any shareholder giving a proxy may revoke it at any
time before it is voted by giving notice thereof to the Company in writing or by
submitting another duly executed proxy bearing a later date.
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
At the Annual Meeting, shareholders will consider and vote on the election
of three directors to hold office until the annual meeting of shareholders in
2006 and until their successors are duly elected and qualified. The Board has
nominated John T. Byrnes, Richard J. Fotsch and Dr. Hermann Viets (together, the
"Company Nominees") for re-election as directors of the Company.
ELECTION OF DIRECTORS
The Company's By-laws provide that the directors shall be divided into
three classes, with staggered terms of three years each. At the Annual Meeting,
the shareholders will elect three directors to hold office until the annual
meeting of shareholders in 2006 and until their successors are duly elected and
qualified. Unless shareholders otherwise specify, the shares represented by the
proxies received will be voted in favor of the election as directors of the
three Company Nominees. The Board has no reason to believe that any of the
listed nominees will be unable or unwilling to serve as a director if elected.
However, in the event that any one or more of the nominees should be unable to
serve or for good cause will not serve, the shares represented by proxies
received will be voted for other nominees selected by the Board in the exercise
of its best judgment.
Directors are elected by a plurality of the votes cast (assuming a quorum
is present). A majority of the votes entitled to be cast on the election of
directors must be represented in person or by proxy at the Annual Meeting in
order for a quorum to be present. An abstention from voting 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. A
broker or nominee voting shares registered in its name, or in the name of its
nominee, which are beneficially owned by another person and for which it has not
received instructions as to voting from the beneficial owner, will have the
discretion to vote the beneficial owner's shares with respect to the election of
directors.
The following sets forth certain information, as of February 1, 2003, about
each of the Company Nominees for election at the Annual Meeting and each
director of the Company whose term will continue after the Annual Meeting.
NOMINEES FOR ELECTION AT THE ANNUAL MEETING
Terms expiring in 2006
John T. Byrnes, 56, has served as Executive Managing Director of Mason Wells,
Inc. (a Milwaukee, Wisconsin-based private equity investment firm) since May,
1998. Mr. Byrnes was President and a director of M&I Capital Markets Group (the
private equity arm of the Marshall & Ilsley Corporation) from 1985 to 1998. Mr.
Byrnes has served as a director of the Company since 1999. Mr. Byrnes is also a
director and a member of the Executive Committee of the Wisconsin Technology
Council (a policy advisor and catalyst for the creation, development and
retention of science- and technology-based businesses in the State of
Wisconsin), a director of the Medical College of Wisconsin Research Foundation
and a director of numerous private companies.
Richard J. Fotsch, 47, has served as President of the Engine Group of Navistar
International Corporation (the largest U.S.-based truck and mid-range diesel
engine manufacturer) since April, 2002. Prior thereto, Mr. Fotsch had served in
various management positions with Briggs & Stratton Corporation (the world's
largest manufacturer of air-cooled gasoline engines for the outdoor power
equipment industry). Mr. Fotsch has served as a director of the Company since
2000. Mr. Fotsch is a member of the Dean's Advisory Council for the College of
Engineering of Marquette University.
Dr. Hermann Viets, 60, has served as President and Chief Executive Officer of
the Milwaukee School of Engineering (a university located in Milwaukee,
Wisconsin focused primarily on engineering education) since 1991. Dr. Viets has
served as a director of the Company since 1999. Dr. Viets is also a director of
Astro Med, Inc. (an electronic equipment manufacturer), and Competitive
Wisconsin, Inc. (an association of business, education and labor leaders
promoting the State of Wisconsin) and is a member of the Greater
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Milwaukee Committee (an organization of civic leaders promoting the economic
development and social improvement of the City of Milwaukee).
THE BOARD UNANIMOUSLY RECOMMENDS THE FOREGOING COMPANY NOMINEES FOR ELECTION AS
DIRECTORS AND URGES EACH SHAREHOLDER TO VOTE "FOR" ALL COMPANY NOMINEES.
DIRECTORS CONTINUING IN OFFICE
Terms expiring in 2004
William D. Gehl, 56, has served as Chairman since April, 1996 and as President
and Chief Executive Officer of the Company since November, 1992. From January,
1990 until joining the Company, Mr. Gehl was Executive Vice President, Chief
Operating Officer, General Counsel and Secretary of The Ziegler Companies, Inc.
(a financial services holding company). Mr. Gehl held various management
positions with The Ziegler Companies from 1978 to 1990. Mr. Gehl has served as a
director of the Company since 1987. Mr. Gehl is also a director and Vice
Chairman of the Board of Wisconsin Manufacturers and Commerce (a business
association promoting the improvement of the economic climate of the State of
Wisconsin), a director and past Chairman of the Board of the Association of
Equipment Manufacturers (a national trade association of agricultural and
construction equipment manufacturers), and a director of West Bend Savings Bank
(a state financial institution), Mason Wells, Inc. (a Milwaukee, Wisconsin-based
private equity investment firm) and ASTEC Industries, Inc. (a manufacturer of
road building related machinery). Mr. Gehl is a member of the Florida and
Wisconsin Bar Associations.
John W. Splude, 57, has served as Chairman, President and Chief Executive
Officer of HK Systems, Inc. (an integrator of material handling systems and a
provider of supply chain software solutions) since October, 1993. Mr. Splude has
served as a director of the Company since 1995. Mr. Splude is also a member of
the Material Handling Institute Roundtable (a trade association of material
handling equipment manufacturers), a director of U.S. Bank, N.A. (a national
bank) and a Regent of the Milwaukee School of Engineering (a university located
in Milwaukee, Wisconsin focused primarily on engineering education) and serves
on the Board of Directors of Big Brothers / Big Sisters and on the Special
Advisory Board of Notre Dame Middle School.
Terms expiring in 2005
Nicholas C. Babson, 56, is President of Babson Holdings, Inc. (an investment
management company). Prior to assuming that position, Mr. Babson was Chairman of
the Board and President from 1984 and Chief Executive Officer from 1996 of
Babson Bros. Co. (a global manufacturer and distributor of dairy equipment and
consumable supplies) until his retirement from that company in 1999. Mr. Babson
has served as a director of the Company since 1999. Mr. Babson is also a
director of CenterPoint Properties Trust (a NYSE-listed real estate investment
trust investing in industrial real estate primarily in the Chicago area), a
director of SunTx Capital Partners (a private equity investment firm located in
Dallas, Texas), a trustee of the Farm Foundation (an association of agricultural
educators, economists and business leaders) and a Regent of the University of
the South, Sewanee, Tennessee.
Thomas J. Boldt, 50, has served as President of The Boldt Group, Inc. (a holding
company with subsidiaries involved in consulting services, general construction,
program and construction management and real estate development) since 1988. Mr.
Boldt held various management positions with various subsidiaries of The Boldt
Group, Inc. from 1976 to 1988. Mr. Boldt has served as a director of the
3
Company since 1996. Mr. Boldt is also a director of M&I Bank, Fox Valley (a
national bank) and a director of Wisconsin Manufacturers and Commerce (a
business association promoting the improvement of the economic climate of the
State of Wisconsin) and a Regent of St. Olaf College.
Kurt Helletzgruber, 50, has served as Executive Vice President of Neuson Kramer
Baumaschinen AG (a holding company located in Linz-Leonding, Austria) since 1999
and as Executive Vice President of Neuson AG (a manufacturer of construction
equipment located in Linz-Leonding, Austria) since 1997. Mr. Helletzgruber has
also served as Managing Director of EBBS and Radinger AG (a manufacturer of
construction machinery located in Vienna, Austria) since 1990. Mr. Helletzgruber
has served as a director of the Company since 2002.
BOARD OF DIRECTORS
The Company's Board of Directors is currently comprised of eight members.
The Board has standing Audit, Compensation and Benefits, and Nominating
Committees to assist it in discharging its duties. Each Committee is chaired by
a director who is an independent outside director.
The Audit Committee retains the Company's independent auditors with the
approval of the Board, reviews the scope, timing and results of the audit of the
Company's financial statements by the Company's independent auditors and reviews
with the independent auditors management's policies and procedures with respect
to auditing and accounting controls. The Audit Committee also reviews and
evaluates the independence of the Company's independent auditors and approves
services rendered by such auditors. Messrs. Babson, Boldt, Byrnes and Splude
(Chairman) are members of the Audit Committee. The Audit Committee held four
meetings in 2002. Each member of the Audit Committee is independent as that term
is defined in the rules of the Nasdaq Stock Market, Inc.
The Compensation and Benefits Committee determines (subject to Board
approval) compensation levels for the Company's executive officers, reviews
management's recommendations as to the compensation to be paid to other key
personnel and administers the Company's equity-based incentive compensation
plans. Messrs. Babson (Chairman), Boldt, Splude and Viets are members of the
Compensation and Benefits Committee. The Compensation and Benefits Committee
held two meetings in 2002.
The functions of the Nominating Committee include recommending those
persons to be nominated by the Board for election as directors of the Company
and recommending persons to fill vacancies on the Board. The members of the
Nominating Committee, which held one meeting in 2002, are Messrs. Byrnes, Fotsch
and Viets (Chairman). The Nominating Committee will consider nominees
recommended by shareholders, but has no established procedures which must be
followed to make a recommendation. The Company's By-laws set forth certain
requirements for shareholders wishing to nominate director candidates for
consideration by shareholders. With respect to an election of directors to be
held at an annual meeting, a shareholder must, among other things, give written
notice of an intent to make such a nomination to the Secretary of the Company in
advance of the meeting in compliance with the terms and within the time period
specified in the By-laws.
Directors who are officers or employees of the Company receive no
compensation as such for service as members of the Board or committees thereof.
Non-employee directors receive an annual retainer fee of $13,000 ($5,000 of
which is payable in Common Stock), plus a fee of $1,000 for each Board meeting
and a fee of $750 ($1,000 for the committee chairman) for each committee meeting
attended.
4
In addition to the compensation described above, and in accordance with the
terms of the Gehl Company 2000 Equity Incentive Plan (the "2000 Plan"), each of
the non-employee directors as of such time automatically received options to
purchase 2,000 shares of Common Stock at a per share exercise price of $15.25 on
January 18, 2002 (the day after the 2001 annual meeting) and options to purchase
2,000 shares of Common Stock at a per share exercise price of $15.25 on April
24, 2002 (the day after the 2002 annual meeting). Under the 2000 Plan, each
non-employee director (if he continues to serve in such capacity) will, on the
day after the annual meeting of shareholders in each year, automatically be
granted options to purchase 2,000 shares of Common Stock. Options granted to
non-employee directors under the 2000 Plan have a per share exercise price equal
to 100% of the market value of a share of Common Stock on the date of grant and
become exercisable ratably over the three-year period following the date of
grant, except that if the non-employee director ceases to be a director by
reason of death, disability or retirement within three years after the date of
grant or in the event of a "change of control of the Company" (as defined in the
2000 Plan) within three years after the date of grant, then the option will
become immediately exercisable in full. Options granted to non-employee
directors terminate on the earlier of (a) ten years after the date of grant or
(b) twelve months after the non-employee director ceases to be a director of the
Company.
The Board held six meetings in 2002. Each director, except for Mr. Babson,
attended at least 75% of the aggregate of (i) the total number of meetings of
the Board and (ii) the total number of meetings held by all committees of the
Board on which he served during 2002.
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PRINCIPAL SHAREHOLDERS
DIRECTORS AND MANAGEMENT
The following table sets forth certain information, as of February 1, 2003,
regarding beneficial ownership of Common Stock by each director, Company
Nominee, each of the executive officers named in the Summary Compensation Table
set forth below and all directors, Company 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
Stock Beneficially Percent
Name of Individual or Number in Group Owned(1)(2) of Class
- ------------------------------------- ------------------ --------
William D. Gehl.................................. 286,896 5.1%
Nicholas C. Babson............................... 6,440 *
Thomas J. Boldt.................................. 13,055 *
John T. Byrnes................................... 8,287 *
Richard J. Fotsch................................ 5,273 *
Kurt Helletzgruber............................... 574 (3) *
John W. Splude................................... 12,355 *
Hermann Viets.................................... 7,440 *
Malcolm F. Moore................................. 70,998 1.3%
Kenneth P. Hahn.................................. 65,438 1.2%
Daniel M. Keyes.................................. 10,185 *
Michael J. Mulcahy............................... 38,517 *
All directors, nominees and executive
officers as group (13 persons).................. 534,203 9.3%
_______________
* The amount shown is less than 1% of the outstanding shares.
(1) Total shares of Common Stock outstanding as of February 1, 2003 were
5,373,650.
(2) Includes shares subject to exercisable options as of February 1, 2002, and
options exercisable within 60 days of such date, as follows: Mr. Gehl,
207,666 shares; Mr. Babson, 3,999 shares; Mr. Boldt, 5,999 shares; Mr.
Byrnes, 1,999 shares; Mr. Fotsch, 1,999 shares; Mr. Splude, 9,999 shares;
Dr. Viets, 3,999 shares; Mr. Moore, 69,998 shares; Mr. Hahn, 52,499 shares;
Mr. Keyes, 9,999 shares; Mr. Mulcahy, 24,499 shares; and all directors,
Company Nominees and executive officers as a group, 401,487 shares.
(3) Neuson AG and certain affiliated entities beneficially own 767,923 shares
of Common Stock. See "Principal Shareholders - Other Beneficial Owners."
Mr. Helletzgruber is an Executive Vice President of Neuson AG and a Trustee
of the affiliated entities.
6
OTHER BENEFICIAL OWNERS
The following table sets forth certain information regarding beneficial
ownership by the only other persons known to the Company 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 ---------------- ---------------- Percent
of Beneficial Owner Sole Shared Sole Shared Aggregate of Class
- ------------------- ------- ------ ------- ------ --------- --------
Neuson AG (1)
Haidfeldstrasse 37
4060 Leonding, Austria 767,349 -0- 767,349 -0- 767,349 14.3%
FMR Corporation
82 Devonshire Street
Boston, MA 02109 -0- -0- 635,000 -0- 635,000 11.8%
Dimensional Fund
Advisors Inc.
1299 Ocean Avenue
Santa Monica, CA 90401 444,624 -0- 444,624 -0- 444,624 8.3%
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403 356,200 -0- 356,200 -0- 356,200 6.6%
(1) Represents a joint filing by Neuson AG and two of its shareholders, Baumaschinen
AG and PIN Privatstiftung.
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION INFORMATION
The following table sets forth certain information regarding compensation
awarded to, earned by or paid to the Company's Chief Executive Officer and each
of the four other executive officers of the Company whose salary and bonus in
fiscal 2002 exceeded $100,000. The executive officers named in the table below
are sometimes referred to herein as the "named executive officers."
Long Term
Compensation
Annual Compensation Awards
---------------------- ------------
Securities All Other
Bonus Underlying Compensation
Name and Principal Position Year Salary($) ($)(a) Options ($)
---- --------- ---------- ---------- ------------
William D. Gehl 2002 393,000 281,250 30,000 16,967(b)
Chairman, President and Chief 2001 375,000 0 65,000 16,267
Executive Officer 2000 374,000 0 60,000 15,762
Malcolm F. Moore 2002 293,462 210,000 20,000 14,141(c)
Executive Vice President and 2001 279,230 0 35,000 13,343
Chief Operating Officer 2000 259,420 0 50,000 11,628
Kenneth P. Hahn 2002 182,692 131,250 4,000 10,219(d)
Vice President of Finance, 2001 173,650 0 25,000 9,461
Treasurer and Chief Financial 2000 139,892 0 25,000 7,849
Officer
Daniel M. Keyes (e) 2002 154,327 112,500 4,000 8,868(f)
Vice President Sales and 2001 150,000 0 10,000 7,232
Marketing 2000 20,769 15,000(g) 10,000 --
Michael J. Mulcahy 2002 124,800 93,600 3,000 8,600(h)
Vice President, Secretary and 2001 124,615 0 2,500 8,034
General Counsel 2000 119,807 0 10,000 6,325
_______________
(a) The amounts shown in this column for 2002 relate to one-time retention bonuses paid to
the named executive officers. The retention bonus arrangement was approved by the
Board of Directors in conjunction with the Company's strategic review process
undertaken in 2001. To be eligible to receive a bonus, the officer was required to
remain in the employ of the Company during the strategic review process and through
March 31, 2002.
(b) Includes for 2002 (i) $2,610 in life insurance premiums paid by the Company, (ii)
$8,857 in long-term disability insurance premiums paid by the Company and (iii) a
matching contribution of $5,500 under the Gehl Savings Plan, a 401(k) Plan.
(c) Includes for 2002 (i) $2,046 in life insurance premiums paid by the Company, (ii)
$6,595 in long-term disability insurance premiums paid by the Company and (iii) a
matching contribution of $5,500 under the Gehl Savings Plan, a 401(k) Plan.
(d) Includes for 2002 (i) $1,274 in life insurance premiums paid by the Company, (ii)
$3,445 in long-term disability insurance premiums paid by the Company and (iii) a
matching contribution of $5,500 under the Gehl Savings Plan, a 401(k) Plan.
(e) Mr. Keyes became Vice President Sales and Marketing of the Company on December 15,
2000.
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(f) Includes for 2002 (i) $1,075 in life insurance premiums paid by the
Company, (ii) $3,079 in long-term disability insurance premiums paid by the
Company and (iii) a matching contribution of $4,714 under the Gehl Savings
Plan, a 401(k) Plan.
(g) Reflects the signing bonus Mr. Keyes received at the time of his
appointment as Vice President Sales and Marketing of the Company.
(h) Includes for 2002 (i) $870 in life insurance premiums paid by the Company,
(ii) $3,605 in long-term disability insurance premiums paid by the Company
and (iii) a matching contribution of $4,125 under the Gehl Savings Plan, a
401(k) Plan.
STOCK OPTIONS
The Company has in effect equity-based incentive plans pursuant to which
options to purchase Common Stock may be granted to key employees (including
executive officers) of the Company and its subsidiaries. The following table
presents certain information as to grants of stock options made during fiscal
2002 to each of the named executive officers.
Option Grants in 2002 Fiscal Year
Potential Realizable
Value At Assumed Annual
Rates of Stock Price
Appreciation for Option
Individual Grants Term(2)
- ---------------------------------------------------------------------------- -----------------------
Number of Percent of
Securities Total Options Exercise At 5% At 10%
Underlying Granted to or Base Annual Annual
Options Employees in Price Expiration Growth Growth
Name Granted(#)(1) Fiscal Year ($/share) Date Rate Rate
- ------------------ ------------- ------------- --------- ---------- -------- --------
William D. Gehl 30,000 29.1% $8.84 12/19/12 $166,800 $422,700
Malcolm F. Moore 20,000 19.4% $8.84 12/19/12 $111,200 $281,800
Kenneth P. Hahn 4,000 3.9% $8.84 12/19/12 $22,240 $56,360
Daniel M. Keyes 4,000 3.9% $8.84 12/19/12 $22,240 $56,360
Michael J. Mulcahy 3,000 2.9% $8.84 12/19/12 $16,680 $42,270
_______________
(1) The options reflected in the table for each of the named executive officers (which are
non-qualified options for purposes of the Internal Revenue Code) vest ratably over the three-year
period from the date of grant. Vesting of the options will be accelerated in the event of the
optionee's death or disability or in the event of a change in control of the Company.
(2) This presentation is intended to disclose a potential value which would accrue to the optionee if
the option were exercised the day before it would expire and if the per share value had
appreciated at the compounded annual rate indicated in each column. The assumed rates of
appreciation of 5% and 10% are prescribed by the rules of the Securities and Exchange Commission
regarding disclosure of executive compensation. The assumed annual rates of appreciation are not
intended to forecast possible future appreciation, if any, with respect to the price of the
Common Stock.
The following table sets forth information regarding the exercise of stock
options by each of the named executive officers during the 2002 fiscal year and
the fiscal year-end value of unexercised options held by the named executive
officers.
9
Aggregated Option Exercises in 2002 Fiscal Year
And
2002 Fiscal Year-End Option Values
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options at
Acquired Value Options at Fiscal Year-End Fiscal Year-End($)(1)
on Realized ---------------------------- ----------------------------
Name Exercise ($)(1) Exercisable Unexercisable Exercisable Unexercisable
- --------------------- -------- -------- ----------- ------------- ----------- -------------
William D. Gehl...... 0 0 207,666 93,334 $15,400 0
Malcolm F. Moore..... 0 0 69,998 60,002 0 0
Kenneth P. Hahn...... 7,500 7,076 52,499 29,001 0 0
Daniel M. Keyes...... 0 0 9,999 14,001 0 0
Michael J. Mulcahy... 7,500 7,076 24,499 8,001 0 0
_______________
(1) The dollar values are calculated by determining the difference between the fair market value of the
underlying Common Stock and the exercise price of the options at exercise or fiscal year-end, as the
case may be.
RETIREMENT PLAN
The Company maintains a defined benefit pension plan (the "Retirement
Plan") to provide retirement benefits to certain employees, including the named
executive officers. The following table estimates various annual benefits
payable at age 65 to participants with the years of service and average
compensation levels set forth below:
Estimated Annual Benefits Payable at Age 65
For Indicated Years of Credited Service
Final Annual Average
Compensation 5 Years 10 Years 15 Years 20 Years 25 Years 35+ Years
- -------------------- ------- -------- -------- -------- -------- ---------
$ 75,000............ $ 3,750 $ 7,500 $11,250 $15,000 $18,750 $26,250
100,000............ 5,000 10,000 15,000 20,000 25,000 35,000
130,000............ 6,500 13,000 19,500 26,000 32,500 45,500
170,000............ 8,500 17,000 25,500 34,000 42,500 59,500
200,000............ 10,000 20,000 30,000 40,000 50,000 70,000
A participant may elect one of several single life or joint and survivor
annuity payment options which provide monthly retirement benefits calculated on
an actuarial basis. Benefits under the Retirement Plan are not reduced by a
participant's Social Security benefits. The Retirement Plan provides for reduced
early retirement and pre-retirement death benefits.
Compensation covered by the Retirement Plan for each of the named executive
officers is such person's salary as shown in the Summary Compensation Table
subject to the maximum provided in the Internal Revenue Code. The maximum was
$200,000 for 2002. The number of years of credited service as of December 31,
2002 that will be recognized for Messrs. Gehl, Moore, Hahn, Keyes and Mulcahy is
10.2 years, 3.3 years, 14.7 years, 2.1 years and 27.6 years, respectively.
10
SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENTS
The Company has entered into a supplemental retirement benefit agreement
under which Mr. Gehl will receive a monthly retirement benefit for fifteen
years. Under the agreement, the monthly benefit to be received by Mr. Gehl is
computed by multiplying the percentage by which benefits have vested by an
amount equal to 60% of average monthly compensation computed by reference to the
highest base salary and cash bonus earned for any five calendar years within the
last ten completed calendar years of service preceding termination, less any
amounts Mr. Gehl would be entitled to receive under the Retirement Plan or
pursuant to Social Security. The agreement provides for a pre-retirement death
benefit consisting of ten annual payments in the amount of 40% of the average
annual compensation computed by reference to the five highest annual base
salaries and cash bonuses earned within the last ten calendar years preceding
the date of death. Benefits vest under the agreement at a rate of 10% per year
for the first four years of service with the Company and are deemed to be fully
vested after five years. Mr. Gehl is fully vested under his agreement. In the
event of a "change of control" of the Company, the present value of the benefit
is payable in a lump sum. The supplemental retirement benefit agreement also
contains a covenant not to compete that covers Mr. Gehl for a two-year period
following his termination of employment. Failure to comply with such provision
will result in a forfeiture of benefits under the agreement.
The Company has also entered into supplemental retirement benefit
agreements under which Messrs. Moore, Hahn, Keyes and Mulcahy will receive a
monthly retirement benefit for fifteen years. Under the agreements, the monthly
benefit to be received by each of Messrs. Moore, Hahn, Keyes and Mulcahy is
computed by multiplying a vesting percentage by the product of (i) the average
monthly compensation computed by reference to the highest base salary and cash
bonus earned by the executive for any five calendar years within the last ten
completed calendar years of service preceding termination and (ii) 30%. The
supplemental retirement benefit agreements provide for a pre-retirement death
benefit consisting of five annual payments in the amount of 40% of the average
annual salary computed by reference to the highest base salaries and cash
bonuses earned during a consecutive five-year period preceding the date of
death. Benefits vest under the supplemental retirement benefit agreement at a
rate of 10% per year for the first four years following execution and are deemed
to be fully vested after five years. In the event there is a "change in control"
of the Company as defined in the supplemental retirement benefit agreement,
benefits become 100% vested and the present value of each benefit is payable in
a lump sum. As of December 31, 2002, Mr. Moore had 3.3 years of credited
service, Mr. Keyes had 2.1 years of credited service and Messrs. Hahn and
Mulcahy were fully vested under their respective supplemental retirement benefit
agreements. The supplemental retirement benefit agreements also contain a
covenant not to compete which covers Messrs. Moore, Hahn, Keyes and Mulcahy for
a two-year period following termination of employment. Failure to comply with
such provisions will result in a forfeiture of benefits under the agreements.
Assuming full vesting, the estimated annual benefits payable to Messrs.
Gehl, Moore, Hahn, Keyes and Mulcahy under the supplemental retirement benefit
agreements based upon their current compensation would be $235,800 (less any
amounts Mr. Gehl would be entitled to receive under the Retirement Plan or
pursuant to Social Security), $88,044, $54,804, $46,296 and $37,440,
respectively.
EMPLOYMENT AGREEMENT
The Company has an employment agreement with Mr. Gehl pursuant to which Mr.
Gehl is to serve as the Chairman of the Board, President and Chief Executive
Officer of the Company through June 13, 2004. During the term of his employment
agreement, Mr. Gehl will be paid a minimum annual base salary of $350,000. The
base salary paid to Mr. Gehl under his employment agreement is reviewed at
11
least annually by the Board or a committee thereof and may be increased or
decreased at that time subject to the minimum base salary described above. Mr.
Gehl's current base salary is $393,000.
If, for any reason other than cause or Mr. Gehl's death or disability and
other than in connection with a "change in control" of the Company (as defined
in his agreement), the employment of Mr. Gehl is terminated before the term of
employment has been completed, Mr. Gehl will be entitled to receive his base
salary for one full year from the date of termination as well as the opportunity
to continue to participate in the Company's employee benefit plans for such
period. Pursuant to his agreement, in the event of a change in control of the
Company, the term of Mr. Gehl's employment will automatically be extended to a
date which is two years after the change in control. In addition, upon the
change in control, Mr. Gehl's unvested stock options shall immediately vest, the
amounts he has outstanding under his "bonus banks" under the Company's
"Shareholder Value Added" plan will vest and become payable and any restrictions
on any other benefits granted to Mr. Gehl shall terminate and those benefits
shall become immediately exercisable or payable, as the case may be. If, during
the two-year period following a change in control, the Company terminates Mr.
Gehl's employment (other than for cause) or if Mr. Gehl terminates his
employment for "good reason" (as defined in the employment agreement), including
as a result of significant changes in his working conditions or status without
his consent or after his continued employment for six months following the
change in control, then Mr. Gehl will receive all accrued but unpaid benefits to
the date of his termination plus a lump-sum termination payment equal to three
times the sum of his current base salary and the highest bonus he earned during
the preceding five years. Mr. Gehl's agreement also provides that he will
receive family medical benefits for two years following such termination,
outplacement services and other benefits. Mr. Gehl's employment agreement also
provides the benefits described above in connection with certain terminations
which are effected in anticipation of a change in control. The foregoing
termination payment and other benefits may be reduced to the extent necessary to
avoid an "excess parachute payment" under the Internal Revenue Code, but only if
such reduction would result in a greater after-tax benefit to Mr. Gehl. Under
the terms of his employment agreement, Mr. Gehl is also eligible to receive,
among other benefits, an annual cash bonus and certain life insurance coverage.
Under his employment agreement, Mr. Gehl is subject to a covenant not to compete
following termination of his employment with the Company.
SEVERANCE AGREEMENTS
The Company has in effect severance agreements with each of Messrs. Moore,
Hahn, Keyes and Mulcahy. Pursuant to the terms of their respective severance
agreements, in the event of a "change in control" of the Company (as defined in
the agreements), Messrs. Moore, Hahn, Keyes and Mulcahy will be granted two-year
employment terms with the Company and will be entitled to such base salaries,
bonus opportunities and other benefits substantially equivalent to those to
which they were entitled immediately prior to the change in control. In
addition, upon the change in control, their unvested stock options will
automatically vest and the amounts they have outstanding under their respective
"bonus banks" under the "Shareholder Value Added" plan will become payable
immediately. If, during the two-year employment period following a change in
control, the Company terminates the executive officer's employment (other than
for cause) or if the officer terminates his employment for "good reason" (as
defined in the severance agreements), including as a result of significant
changes in the executive officer's working conditions or status without his
consent, then the officer will receive all accrued but unpaid benefits to the
date of termination, family medical benefits for two years after such
termination, outplacement services as well as a lump-sum termination payment
equal to two times the sum of his current base salary and the highest annual
bonus he received in the preceding five years. The severance agreements also
provide that the benefits described above may be payable in connection with
certain terminations which are effected in anticipation of a change in control.
In addition, the severance agreements provide that if the executive officer's
employment is involuntarily terminated by the Company other than for cause or
upon the officer's death or disability and other than in connection with a
12
change in control, the officer will be entitled to receive his base salary for
one (1) full year from the date of termination as well as the opportunity to
continue to participate in the Company's employee benefit plans for such period.
The foregoing termination and other benefits may be reduced to the extent
necessary to avoid an "excess parachute payment" under the Internal Revenue
Code, but only if such reduction would result in a greater after-tax benefit to
the executive officer.
REPORT ON EXECUTIVE COMPENSATION
This Report on Executive Compensation describes the policies employed
generally by the Compensation and Benefits Committee for the development of the
Company's executive compensation program and the application of these policies
to executive compensation during fiscal 2002. The members of the Compensation
and Benefits Committee during fiscal 2002 were Messrs. Babson (Chairman), Boldt,
Splude and Viets.
Function of the Compensation and Benefits Committee
The Compensation and Benefits Committee is responsible for the various
aspects of the Company's compensation program for its executive officers. The
Committee develops the compensation program for the Company's executive
officers, including the grant of equity awards under the Company's equity-based
plans. Final approval of the Company's executive compensation package as
recommended by the Compensation and Benefits Committee (other than the grant of
equity awards under the Company's equity-based plans, which grants are at the
sole discretion of the Committee) is the responsibility of the Board. During
fiscal 2002, the Board adopted the recommendations of the Compensation and
Benefits Committee without material modification.
Executive Compensation and Stock Option Policies
The basic policy of the Compensation and Benefits Committee is to provide a
competitive compensation program for executive officers sufficient to attract
and retain those executive officers considered crucial to the attainment of the
Company's long-term strategic goals, including the enhancement of shareholder
value. The compensation package for executive officers consists of base salary,
opportunities for cash bonuses and equity-based awards, including stock options,
and participation in other employee benefits plans offered by the Company.
In determining salary levels for executive officers of the Company, the
Compensation and Benefits Committee takes into consideration each individual's
level of expertise and experience and his performance in his particular area of
responsibility during the past fiscal year as well as the overall financial
performance of the Company. In fixing salary levels, the Committee also
considers data regarding salaries paid by companies similarly situated to the
Company. Consistent with prior years, and although compensation data from
outside sources were reviewed by the Committee, the Committee did not formally
engage an outside compensation consultant in connection with establishing salary
levels for the Company's executive offices for fiscal 2002.
In addition to base salaries, the Company's compensation package includes
an opportunity for key employees (including the executive officers) to earn cash
bonuses. The Company has in effect a program for its officers and other key
managers that awards incentive compensation based upon a calculation of
"Shareholder Value Added," or SVA. The Company's SVA plan emphasizes economic
value creation that occurs when a business generates a financial return that
exceeds the total cost of capital employed. Specifically, the Company's plan
defines SVA as the difference between (a) net operating profit after tax and (b)
the charge for capital employed in the business. The Company's SVA plan is
designed to reward those executive officers and key managers who use Company
assets most
13
productively, reduce costs, and create efficiencies throughout the Company's
organization. Under the Company's SVA plan, target bonuses calculated as a
percent of salary are fixed by the Compensation and Benefits Committee. Awards
paid to participants serving in an identified "value center" (e.g., a specific
manufacturing facility) under the SVA plan are based 30% (as a minimum) on total
Company performance with the remainder of the award based on the performance of
the respective value center(s). Awards to participants with corporate
responsibilities (including the Company's Chief Executive Officer) are based
entirely on Company performance. Target SVA levels were initially established by
the Compensation and Benefits Committee at the time the SVA plan was adopted and
adjust automatically on an annual basis by a predetermined improvement factor.
The Company's plan also incorporates a "bonus bank" into which bonuses in excess
of a target bonus level are credited. Such bonus amounts are thereafter
scheduled to be paid out over time, but remain "at risk" and subject to loss
depending on future Company and value center performance as determined under the
SVA plan. No bonuses were paid to the named executive officers for 2002
performance under the SVA plan.
To provide an additional performance incentive for its executive officers
and other key management personnel, the Company's executive compensation package
includes stock option grants. Under the Company's 2000 Equity Incentive Plan,
the Compensation and Benefits Committee also has the authority to grant, in
addition to stock options, other equity-based awards, including stock
appreciation rights, restricted stock and performance shares. To date, however,
only stock options have been granted under the Company's equity-based plans. The
general purpose of the Company's current equity-based plans is consistent with
the basic policy of the Company's executive compensation program, which is
designed to promote the achievement of the long-range strategic goals of the
Company and to enhance shareholder value. Stock options granted by the Company
have a per share exercise price of 100% of the fair market value of a share of
Common Stock on the date of grant and, accordingly, the value of the option will
be dependent on the future market value of the Common Stock. Consideration is
given to the financial performance of the Company in determining whether in the
first instance to grant stock options and in determining the size of any stock
option award. In addition, consideration is given to the level of responsibility
of the individual executive officer within the Company, the performance of such
officer in his area of responsibility and the officer's salary grade in
recommending the size of stock option awards. Although these factors are
considered, no specific weight is assigned to one factor as compared to the
others in making an option grant determination. Options relating to an aggregate
of 103,000 shares of Common Stock (including an option for 30,000 shares granted
to the Company's Chief Executive Officer) were awarded to the executive officers
and other key management personnel in 2002.
In addition to base salary, cash bonus opportunity and the potential for
equity-based awards, all executive officers of the Company are eligible to
participate in the various employee benefit plans offered to employees of the
Company. The Company's policy with respect to these plans (including the
Company's retirement plan, saving plan and life insurance program) is to provide
competitive benefits to its employees, including executive officers, to
encourage their continued service with the Company and to attract qualified
individuals for available Company positions. During fiscal 2002, payments were
also made to the named executive officers under retention agreements previously
entered into by the Company. These retention agreements were provided to the
named executive officers to encourage their continued employment with the
Company during the Company's 2001 strategic review process.
CEO Compensation
During fiscal 2002, William D. Gehl, the Company's Chief Executive Officer,
was paid a salary of $393,000. Mr. Gehl is party to an employment agreement with
the Company described under the heading "Executive Compensation-Employment
Agreement." Pursuant to Mr. Gehl's employment agreement, his base salary is
subject to review on at least an annual basis and may be increased or decreased
as determined to be appropriate, provided that Mr. Gehl's annual base salary may
not be
14
decreased below $350,000. In fixing the base salary for Mr. Gehl for fiscal
2002, the Compensation and Benefits Committee considered the qualifications and
experience Mr. Gehl brings to the Company and the Company's performance during
his tenure with the Company as Chief Executive Officer, and also reviewed
salaries paid by comparable companies. The Compensation and Benefits Committee
believes that Mr. Gehl's base salary is within the average range for salaries
paid to chief executive officers of companies similarly situated to the Company.
For fiscal 2002 performance, Mr. Gehl did not receive a cash bonus under the
Company's SVA plan. Based on the factors described above, Mr. Gehl received on
December 20, 2002 an option to purchase 30,000 shares of Common Stock at an
exercise price of $8.84 per share. Mr. Gehl also received in fiscal 2002 a
one-time payment of $281,250 under his retention agreement.
Deductibility of Executive Compensation
Under Section 162(m) of the Internal Revenue Code, a tax deduction by
certain corporate taxpayers, such as the Company, is limited with respect to the
compensation of specified executive officers unless such compensation is based
upon performance objectives meeting certain regulatory criteria or is otherwise
excluded from the limitation. The Compensation and Benefits Committee intends to
qualify compensation paid to the Company's executive officers for deductibility
by the Company under Section 162(m).
COMPENSATION AND BENEFITS COMMITTEE
Nicholas C. Babson (Chairman)
Thomas J. Boldt
John W. Splude
Hermann Viets
15
PERFORMANCE INFORMATION
The following graph compares the cumulative total return (change in stock price plus reinvested
dividends) of the Common Stock with the Standard & Poor's 500 Composite Index and the Standard & Poor's
Small Cap Construction and Farm Machinery Index. The graph assumes $100 was invested on December 31, 1997
in each of the three alternatives, and that all dividends were reinvested.
Comparison of Five Year Cumulative Market Performance
Among S&P 500 Index, S&P Small Cap Construction and
Farm Machinery Index, and the Company
(Assumes $100 invested December 31, 1997 with dividends reinvested)
[GRAPH OMITTED]
====================== ============ ============ ============ ============ ============ ============
December 31, December 31, December 31, December 31, December 31, December 31,
1997 1998 1999 2000 2001 2002
- ---------------------- ------------ ------------ ------------ ------------ ------------ ------------
S&P Composite 500 $100.00 $126.07 $153.32 $136.05 $118.31 $90.66
- ---------------------- ------------ ------------ ------------ ------------ ------------ ------------
S&P Small Cap
Construction and
Farm Machinery Index $100.00 $86.30 $109.47 $88.83 $27.82 $10.45
- ---------------------- ------------ ------------ ------------ ------------ ------------ ------------
Gehl $100.00 $73.21 $85.71 $65.48 $70.95 $41.52
====================== ============ ============ ============ ============ ============ ============
16
AUDIT COMMITTEE REPORT
The Audit Committee of the Board is composed of four directors and operates
under a written charter approved by the Board. Each member of the Audit
Committee is independent as such term is defined in the listing standards of the
Nasdaq Stock Market.
Management is responsible for the Company's financial statements and the
reporting process, including the system of internal controls. The Company's
independent auditors are responsible for expressing an opinion on the conformity
of the audited financial statements with accounting principles generally
accepted in the United States. The Audit Committee's responsibility is to
monitor and oversee this process.
In discharging its oversight responsibility relative to the audit process,
the Audit Committee performed, among others, the following functions during
fiscal year 2002:
o Reviewed and discussed with management the audited financial
statements for the fiscal year ended December 31, 2002;
o Discussed with the Company's independent auditors,
PricewaterhouseCoopers LLP, the matters required to be discussed by
Statement on Auditing Standards No. 61 (Communication with Audit
Committees); and
o Received the written disclosures and the letter from
PricewaterhouseCoopers LLP required by Independence Standards Board
Standard No. 1 and discussed with PricewaterhouseCoopers LLP its
independence.
Based on the review and discussions referred to above, the Audit Committee
recommended to the Board that the audited financial statements be included in
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2002.
PricewaterhouseCoopers LLP provided to the Company, during fiscal year 2002
the following professional services, each of which was considered by the Audit
Committee for its possible effect on the independence of PricewaterhouseCoopers
LLP:
o Audit Fees: $227,600
o Financial Information Systems Design and Implementation Fees: $0
o All Other Fees: $208,300 (related primarily to tax compliance, audits
of the Company's employee benefit plans and statutory audit of a
foreign subsidiary)
AUDIT COMMITTEE
John W. Splude (Chairman)
Nicholas C. Babson
Thomas J. Boldt
John T. Byrnes
17
OTHER MATTERS
INDEPENDENT AUDITORS
The Audit Committee with the approval of the Board has appointed
PricewaterhouseCoopers LLP as the Company's independent auditors for the fiscal
year ending December 31, 2003. PricewaterhouseCoopers LLP acted as the
independent auditors for the Company for the year ended December 31, 2002.
Representatives of PricewaterhouseCoopers LLP are expected to be present at the
Annual Meeting with the opportunity to make a statement if they so desire. Such
representatives are also expected to be available to respond to appropriate
questions.
SHAREHOLDER PROPOSALS
Proposals of shareholders pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934 ("Rule 14a-8") that are intended to be presented at the
2004 annual meeting of shareholders and included in the Company's proxy
materials for that meeting must be received by the Company no later than
November 10, 2003. Further, a shareholder who otherwise intends to present
business at the 2004 annual meeting must comply with the requirements set forth
in the Company's By-laws. To bring business before an annual meeting, a
shareholder must, among other things, give written notice thereof, complying
with the By-laws, to the Secretary of the Company not less than 60 days and not
more than 90 days prior to the last Thursday in the month of April, subject to
certain exceptions if the annual meeting is advanced or delayed a certain number
of days. The 2004 annual meeting of shareholders is tentatively scheduled to be
held on April 22, 2004. Under the By-laws, if the Company does not receive
notice of a shareholder proposal submitted otherwise than pursuant to Rule 14a-8
(i.e., a proposal a shareholder intends to present at the 2004 annual meeting of
shareholders but does not intend to have included in the Company's proxy
materials) on or prior to February 22, 2004 (assuming an April 22, 2004 meeting
date), then the notice will be considered untimely and the Company will not be
required to present such proposal at the 2004 annual meeting. If the Board
nonetheless chooses to present such proposal at the 2004 annual meeting, then
the persons named in proxies solicited by the Board for the 2004 annual meeting
may exercise discretionary voting power with respect to such proposal.
COMPLIANCE WITH SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's directors, officers and any beneficial owner of greater than 10% of
the Company's Common Stock to file reports with the Securities and Exchange
Commission regarding their ownership of Common Stock and any changes in such
ownership. Based upon the Company's review of copies of these reports and
certifications given to the Company by such persons, the Company believes that
during 2002 the directors, officers and owners of greater than 10% of the Common
Stock have complied with the Section 16(a) filing requirements, except as
described below. Due to an administrative oversight, Mr. Gehl was one day late
in reporting the grant of a stock option in December, 2002. Neuson AG, a greater
than 10% shareholder of the Company, failed to report on a timely basis thirteen
transactions in the Company stock. Neuson has subsequently made filings to
report these transactions.
CERTAIN TRANSACTIONS
The Company has an agreement with Neuson AG ("Neuson"), which owns more
than 10% of the Common Stock, pursuant to which Gehl distributes excavators and
all-wheel-steer loaders manufactured by Neuson and its affiliates under the
Company's "Gehl" and "Mustang" brand names in North and South America. Pursuant
to that agreement, the Company purchased in 2002 excavators and all-wheel-steer
loaders with aggregate purchase prices of approximately $5.9 million and $2.0
million, respectively. The Company intends to continue to purchase excavators
and all-wheel-steer loaders in the future. The terms of the distributor
agreement with Neuson and the related purchases were negotiated between the
18
Company and Neuson on an arms-length basis in 1999. Kurt Helletzgruber, a
director of the Company, is an Executive Vice President of Neuson.
SOLICITATION OF PROXIES
Proxies may be solicited by mail, advertisement, telephone or other methods
and in person. Solicitations may be made by directors, officers, investor
relations personnel and other employees of the Company, none of whom will
receive additional compensation for such solicitations. All expenses of
solicitation of proxies will be borne by the Company.
DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS
Pursuant to the rules of the Securities and Exchange Commission, services
that deliver the Company's communications to shareholders that hold their stock
through a bank, broker or other holder of record may deliver to multiple
shareholders sharing the same address a single copy of the Company's annual
report to shareholders and this proxy statement. Upon written or oral request,
the Company will promptly deliver a separate copy of the annual report to
shareholders and/or this proxy statement to any shareholder at a shared address
to which a single copy of each document was delivered. Shareholders may notify
the Company of their requests by calling or by sending a written request
addressed to Gehl Company, Attention: Secretary, 143 Water Street, West Bend,
Wisconsin 53095.
ANNUAL REPORT ON FORM 10-K
THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM
10-K FOR ITS 2002 FISCAL YEAR (INCLUDING FINANCIAL STATEMENTS AND FINANCIAL
SCHEDULES, BUT NOT INCLUDING EXHIBITS THERETO), AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, TO EACH PERSON WHO IS A RECORD OR BENEFICIAL HOLDER OF
COMMON STOCK AS OF THE RECORD DATE FOR THE ANNUAL MEETING. A WRITTEN REQUEST FOR
A FORM 10-K SHOULD BE ADDRESSED TO GEHL COMPANY, ATTENTION: SECRETARY, 143 WATER
STREET, WEST BEND, WISCONSIN 53095.
By Order of the Board of Directors
GEHL COMPANY
/s/ Michael J. Mulcahy
Michael J. Mulcahy
Secretary
March 10, 2003
19
PROXY
GEHL COMPANY
This Proxy is Solicited on Behalf of the Board of Directors
Proxy for 2003 Annual Meeting of Shareholders to be held April 25, 2003
The undersigned hereby appoints William D. Gehl and Michael J. Mulcahy, or
either of them (with full power of substitution in each of them), as Proxies,
and hereby authorizes them to represent and to vote as designated below all of
the shares of Common Stock of Gehl Company held as of record by the undersigned
on February 24, 2003, at the annual meeting of shareholders to be held on April
25, 2003, or any adjournments or postponements thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy will
be voted "FOR" the election of the Board's nominees.
The undersigned hereby revokes any other proxy heretofore executed by the
undersigned for the meeting and acknowledges receipt of notice of the annual
meeting and the proxy statement.
(Continued and to be signed on the reverse side)
ANNUAL MEETING OF SHAREHOLDERS OF
GEHL COMPANY
April 25, 2003
-------------------- -----------------------
Please date, sign and mail your COMPANY NUMBER
proxy card in the envelope -------------------- -----------------------
provided as soon as possible. ACCOUNT NUMBER
-------------------- -----------------------
\/ Please detach and mail in the envelope provided. \/
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
- --------------------------------------------------- -------------------------
1. The three (3) directors up for election In their discretion, the
are: proxies are authorized to
NOMINEES vote upon such other
business as may properly
[ ] FOR ALL NOMINEES O John T. Byrnes come before the meeting.
O Richard J. Fotsch
[ ] WITHHOLD AUTHORITY O Dr. Hermann Viets
FOR ALL NOMINEES
[ ] FOR ALL EXCEPT
(See instructions below)
INSTRUCTION: To withhold authority to vote for any
individual nominee(s), mark "FOR ALL EXCEPT" and
fill in the circle next to each nominee you wish to
withhold, as shown here: o
- ---------------------------------------------------
- ---------------------------------------------------
To change the address on your account, please check
the box at right and indicate your new address in
the address space above. Please note that changes
to the registered name(s) on the account may not be
submitted via this method. [ ]
- --------------------------------------------------- --------------------------
Signature of______________ Date:_______ Signature of______________ Date:_______
Shareholder Shareholder
Note: This proxy must be signed exactly as the name appears hereon. When shares
are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.