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. )
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
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.
(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 MARCH 14, 2001
2001 ANNUAL MEETING OF SHAREHOLDERS
OF
GEHL COMPANY
-------------------------
PROXY STATEMENT
OF
THE GEHL SHAREHOLDER VALUE COMMITTEE
-------------------------
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 346,000 Shares, which represents approximately 6.3%
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, Paul DeRobbio and John (Pete)
A. Bricker, Jr. (the "Nominees") to the Gehl Board. As Nominees for director,
Messrs. Schwarz, DeRobbio and Bricker 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. 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 ______, 2001.
Gehl has set the record date for determining shareholders entitled to
notice of and to vote at the Annual Meeting as of _______, 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
PROPOSALS TO BE BROUGHT BEFORE THE 2001 ANNUAL MEETING. HOWEVER, SHOULD OTHER
PROPOSALS 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 MORE INTERESTED IN MAINTAINING THE STATUS QUO
THAN IN MAXIMIZING SHAREHOLDER VALUE.
The Gehl Board has entrenched itself over time by effecting various
anti-takeover defenses, and we believe that the Board may feel less urgency than
you do with respect to the value of your investment in Gehl. In a letter to the
Gehl Board dated December 22, 2000, CIC Equity Partners, Ltd. 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. We made this offer because we 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. 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. Since the public disclosure of the Offer, the market price of the Shares
has increased from $10.75 per Share to $15.18 as of the close of business on
March 9, 2001. We believe that this 41% increase in the market price of the
Shares is directly attributable to the Offer. See BACKGROUND AND RECENT EVENTS
on page 6.
WE BELIEVE THAT THE GEHL BOARD MUST PROMPTLY PURSUE A SALE OF GEHL IN ORDER TO
REALIZE ITS INHERENT VALUE.
To date, the Gehl Board has resisted the attempts of certain
participants in this proxy solicitation, and others, to acquire Gehl and has not
disclosed alternative proposals, plans or feasible strategies for maximizing
shareholder value. We believe that Gehl can be sold at the current time at a
significant premium to its market price. 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, who are not motivated by the
desire to entrench themselves in their office and who are committed to
maximizing shareholder value.
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. Although we believe the Offer provides
the best chance for Gehl's 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. The Nominees expect 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
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financing or regulatory approvals. We believe that the evaluation process
described, as well as any other reasonable evaluation process, can be conducted
quickly, albeit not in the few hours it took the Gehl Board to reject the Offer.
WE ARE ASKING YOU TO ELECT OUR SLATE OF NOMINEES WHO ARE COMMITTED TO CREATING
VALUE FOR SHAREHOLDERS.
As the beneficial owner of 346,000 Shares, we have a significant
investment at stake. 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 "2000 Proxy Statement"). We
believe that the lack of significant 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 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 2000 Proxy Statement
contains information regarding the actual ownership of the Shares by the Board
and management:
Shares Owned
Name of Beneficial Owner Outright Percent of Class+
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William D. Gehl 99,230 1.8%
Nicholas C. Babson 1,167 *
Thomas J. Boldt 1,782 *
Fred M. Bulter 3,182 *
John T. Byrnes 5,014 *
Richard J. Fotsch 0 *
William P. Killian 1,782 *
Arthur W. Nesbitt 3,307 *
John W. Splude 1,082 *
Hermann Viets 2,167 *
Malcolm F. Moore 0 *
Kenneth P. Hahn 1,668 *
Michael J. Mulcahy 4,307 *
Richard J. Semler 3,168 *
Directors and Executive Officers as a group 127,856 2.3%
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* Less than 1%.
+ Assuming 5,580,434 outstanding Shares, as reported in the 2000 Proxy
Statement.
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, given serious
consideration to our Offer or even engaged in a constructive dialogue with us or
the shareholders exploring favorable alternatives to the Offer, we would not
have been compelled to seek the representation of our Nominees on the Gehl
Board. We believe that the entrenchment of the Gehl Board and the arsenal of
anti-takeover devices it maintains have not served the interests of the
shareholders and raises serious concerns as to whether the incumbent directors
can create value for the shareholders.
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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
Members of the Committee 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 Fund II,
L.P. ("Newcastle Focus"), CIC Equity Partners, Ltd. ("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 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
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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.
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
On December 22, 2000, only hours after the above letter was delivered,
the Gehl Board issued a press release summarily rejecting the Offer.
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 hasty rejection of the Offer without ever contacting either of Messrs.
Schwarz or DeRobbio to discuss the Offer:
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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 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
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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
Again, neither Messrs. Schwarz nor DeRobbio were formally contacted by
Gehl in response to this letter.
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.
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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 company. It is time you exercise your
responsiblilities 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
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 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 of shareholders. 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 March 1, 1996. Each person listed below is a
citizen of the United States.
-10-
Mark E. Schwarz (40) 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: 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 248,200 Shares, all of which were owned
directly by Newcastle Partners and Newcastle Focus Fund II, L.P. The business
address of Mr. Schwarz is c/o Newcastle Partners, L.P., 200 Crescent Court,
Suite 670, Dallas, Texas 75201. Mr. Schwarz is not adverse to Gehl or any of its
subsidiaries in any material pending legal proceedings. For information
regarding Mr. Schwarz's purchases and sales of Shares during the past two years,
see Schedule I.
Paul DeRobbio (41) 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 Equity Partners, Ltd. The business address of Mr. DeRobbio is
c/o CIC Equity Partners, Ltd., Three Lincoln Centre, 5430 LBJ Freeway, Suite
1700, Dallas, Texas 75240. Mr. DeRobbio is not adverse to Gehl or any of its
subsidiaries in any material pending legal proceedings. For information
regarding Mr. DeRobbio's purchases and sales of Shares during the past two
years, see Schedule I.
John (Pete) A. Bricker, Jr. (49) 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. Mr. Bricker is not adverse to Gehl or any of its subsidiaries in any
material pending legal proceedings. For information regarding Mr. Bricker'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 Nominees 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.
-11-
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. Election of the Nominees requires the
affirmative vote of a plurality of the Shares represented and entitled to vote
at the Annual Meeting. Shares for which proxies are marked "abstain" will be
treated as Shares present for purposes of determining the presence of a quorum
on all matters. 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 and the nominees who
receive the most votes will be elected. Abstentions and broker non-votes will
not be taken into account in determining the outcome of the election.
Shareholders of Gehl may revoke their proxies at any time prior to its
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.
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
-12-
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 $____.
PARTICIPANT INFORMATION
The Gehl Shareholder Value Committee is composed of Mark E. Schwarz,
Paul DeRobbio, John (Pete) A. Bricker, Jr., Harold C. Simmons, 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, Paul DeRobbio and John (Pete) A. Bricker, Jr.
constitute the Nominees for election to the Board. The Committee was formed on
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 94,200 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.
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.
-13-
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 March 1, 1999 with respect to any Shares of Gehl; or
(iii) knows of any transactions since March 1, 1999, 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.
OTHER MATTERS AND ADDITIONAL INFORMATION
We are unaware of any other matters to be considered at the Annual
Meeting. Should other proposals be brought before the Annual Meeting, the
persons named as proxies on the enclosed GOLD proxy card will vote on such
matters in their discretion.
-14-
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
March 14, 2001
-15-
Schedule I
----------
Transactions in the Shares 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
-16-
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
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
- -----------------
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.
-17-
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
JOHN A. BRICKER, JR.
--------------------
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.
-18-
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
-19-
PRELIMINARY COPY SUBJECT TO COMPLETION
DATED MARCH 14, 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)
Nominees: Mark E. Schwarz, written below
Paul DeRobbio and John A. Bricker, Jr. [ ] [ ] [ ]
------------------------------------
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)
- -------------------------------------------------------
(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!