- Current report filing (8-K)
25 10월 2008 - 1:39AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
_________________
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Date of Report
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(Date of earliest
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event reported):
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October 21, 2008
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Gehl Company
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(Exact name of registrant as specified in its charter)
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Wisconsin
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01-33504
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39-0300430
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(State or other
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(Commission File
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(IRS Employer
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jurisdiction of
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Number)
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Identification No.)
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incorporation)
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143 Water Street, West Bend, Wisconsin 53095
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(Address of principal executive offices, including zip code)
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(262) 334-9461
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(Registrants telephone number)
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Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.01. Changes in
Control of Registrant.
On
October 21, 2008, Tenedor Corporation (Tenedor), a Wisconsin corporation and a
wholly-owned subsidiary of Manitou BF S.A., a French limited company
(Société Anonyme) (Manitou), acquired control of Gehl Company
(the Company) in connection with Tenedors tender offer (the
Offer) for all outstanding shares of common stock, par value $0.10 per share
of the Company (Shares) at a price of $30.00 per share in cash, without
interest and less any withholding taxes, pursuant to the terms of the Agreement and Plan
of Merger, dated as of September 7, 2008 (the Merger Agreement), among
Manitou, Tenedor and the Company. The initial Offer period expired as scheduled at 5:00
p.m., New York City time on October 20, 2008. On October 21, 2008, Tenedor accepted for
payment, in accordance with the terms of the Offer, all Shares that were validly tendered
and not withdrawn in the initial offering period.
The
depositary for the Offer advised Manitou and Tenedor that shareholders of the Company had,
as of the expiration of the initial offering period, validly tendered and not withdrawn a
total of 8,988,693 Shares, representing, when taken together with the 1,748,046 Shares
already owned by Manitou, approximately 89.0% of the outstanding and fully diluted Shares.
At the time of the expiration of the initial offering period, an additional 1,315,245
Shares were tendered pursuant to notices of guaranteed delivery. Immediately prior to
acceptance, the Company cancelled all outstanding awards of stock options, restricted
stock and stock appreciation rights granted to employees and directors of the Company
pursuant to its incentive plans and converted them into the right to receive an equivalent
amount in cash, less any applicable exercise price and required withholding and employment
taxes.
In
connection with the transactions, Manitou entered into a new multicurrency term and
revolving facilities agreement providing for aggregate financing of 260 million and
$125 million with Société Générale Corporate and Investment
Banking on September 4, 2008. Funds borrowed by Manitou under the new term and revolving
facilities, along with Manitous cash and cash equivalents on hand, were used to pay
the $269,660,790 in consideration for the purchased Shares.
The
Merger Agreement provides that, promptly upon the purchase of the Shares by Tenedor
pursuant to the Offer, and from time to time thereafter, Tenedor will be entitled to
designate such number of directors, rounded up to the next whole number, on the
Companys Board of Directors (the Company Board) as will give Tenedor
representation on the Company Board equal to the product of (x) the total number of
directors on the Company Board (after giving effect to any increase in the number of
directors pursuant to this clause) and (y) the percentage that the number of Shares
beneficially owned by Manitou, Tenedor and their respective wholly-owned subsidiaries
bears to the total number of Shares outstanding, provided, however, that prior to the
effective time of the merger, the Company Board shall always have at least two members who
are neither officers, directors, shareholders or designees of Manitou or any of its
affiliates and each committee of the Company Board shall also have at least one such
member. The Companys obligation to appoint designees to the Company Board is subject
to Section 14(f) of the Exchange Act. Tenedor has not exercised this right.
As
a result of Tenedor controlling more than 50% of the Companys voting power, the
Company qualifies as a controlled company as defined in Rule 4350(c)(5) of The
NASDAQ Stock Market, Inc. Marketplace Rules (the Marketplace Rules).
Therefore, the Company is exempt from the requirements of Rule 4350(c)(1) of the
Marketplace Rules with respect to the Company Board being comprised of a majority of
independent directors, as defined by the Marketplace Rules, and Rules
4350(c)(3) and 4350(c)(4) of the Marketplace Rules covering the independence of directors
serving on the Compensation Committee and the Nominating and Governance Committee of the
Company Board.
Also
on October 21, 2008, Tenedor commenced a subsequent offering period for all remaining
Shares, to permit shareholders who have not yet tendered their Shares the opportunity to
do so. This subsequent offering period will expire at 12:00 p.m. (noon), New York City
time, on Friday, October 24, 2008, unless further extended. Any such extension will be
followed by a public announcement no later than 9:00 a.m., New York City time, on the next
business day after the subsequent offering period was scheduled to expire.
Pursuant
to the terms of the Merger Agreement, Manitou expects to effect a merger of Tenedor with
and into the Company, subject to the satisfaction or waiver of the conditions to the
merger contained in the Merger Agreement, pursuant to which the Company will become a
wholly owned subsidiary of Manitou. In the merger, Tenedor will acquire all other Shares
(other than those as to which holders properly exercise appraisal rights, if any are
available) at the same $30.00 per Share price, without interest and less any required
withholding taxes, that was paid in the Offer. Manitou has announced that it intends to
cause Tenedor to complete the merger as soon as practicable.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 24, 2008
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GEHL COMPANY
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By:
/s/ Michael J. Mulcahy
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Michael J. Mulcahy
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Vice President, Secretary and General
Counsel
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