- Amended Statement of Ownership: Private Transaction (SC 13E3/A)
24 Ottobre 2008 - 11:14PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 8
to
Schedule 13E-3
Rule 13e-3 Transaction Statement
Under Section 13(e) of the Securities Exchange Act of 1934
GEHL COMPANY
(Name of Subject Company (Issuer))
Gehl Company
(Names of Filing Persons)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
368483103
(CUSIP Number of Class
of Securities)
William D. Gehl
Chief Executive
Officer
Gehl Company
143 Water Street
West Bend, Wisconsin 53095
(262) 334-9461
(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
With copies to:
Benjamin F. Garmer, III
Jay O. Rothman
Foley &
Lardner LLP
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5306
(414) 271-2400
This statement is filed in connection with (check the appropriate box):
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¨
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The filing of solicitation materials on an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
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¨
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The filing of a registration statement under the Securities Act of 1933.
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Check the following box if the soliciting materials
or information statement referred to in checking box (a) are preliminary copies:
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Check the following
box if the filing is a final amendment reporting the results of the transaction:
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CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$328,968,630
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$12,928.47
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*
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For purposes of calculating the filing fee pursuant to Rule 0-11(d) only, the Transaction Valuation was calculated on the basis of (i) the aggregate of 12,713,667 shares of
common stock, par value $0.10 per share, of Gehl Company outstanding shares on a fully diluted basis as of August 31, 2008, consisting of: (a) 12,135,737 shares of common stock issued and outstanding, plus (b) 577,930 shares of common
stock issuable on or before expiration of the offer pursuant to existing stock options that are exercisable at amounts below the offer price, less (ii) 1,748,046 shares of common stock beneficially owned by the offerors that will not be
tendered, and (iii) the tender offer price of $30.00 per Share.
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**
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The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, is calculated by multiplying the Transaction Valuation by 0.00003930.
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing
by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $12,928.47
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Filing Party: Tenedor Corporation and Manitou BF S.A.
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Form or Registration No.: Schedule TO
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Date Filed: September 8, 2008
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This Amendment No. 8 to the Rule 13e-3 Transaction Statement (this Amendment No. 8) amends
and supplements the Rule 13e-3 Transaction Statement initially filed with the Securities and Exchange Commission on September 8, 2008, as previously amended (the Transaction Statement). This Amendment No. 8 relates to the cash
tender offer by Tenedor Corporation, a Wisconsin corporation (Purchaser), and a direct wholly-owned subsidiary of Manitou BF S.A., a French limited company (Société Anonyme) (Parent), disclosed in a Tender Offer
Statement, Rule 13e-3 Transaction Statement and amended Schedule 13D Beneficial Ownership Statement on Schedule TO, dated as of September 8, 2008 (the Schedule TO), filed with the Securities and Exchange Commission (the
SEC), to purchase all of the outstanding shares of common stock, par value $.10 per share (the Shares), of Gehl Company, a Wisconsin corporation (the Company), not owned by Parent or its affiliates, at a price of
$30.00 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated as of September 8, 2008 (the Offer to Purchase), and the related Letter of
Transmittal (which, together with any amendments or supplements thereto, constitute the Offer).
This Amendment No. 8 and the Transaction
Statement also relate to the Agreement and Plan of Merger, dated as of September 7, 2008, among Parent, Purchaser and the Company pursuant to which, after the completion of the Offer and the satisfaction or wavier of certain conditions,
Purchaser will be merged with and into the Company and the Company will be the surviving corporation and a subsidiary of Parent.
This Amendment No. 8
is being filed on behalf of the Company to amend and supplement Items 1, 4, 11 and 15 of Transaction Statement by adding the following text thereto:
The subsequent offering period expired at 12:00 p.m. (noon), New York City time, on Friday, October 24, 2008.
On October 24, 2008, Parent issued a press release announcing that a total of 9,752,734 Shares were validly tendered and not withdrawn prior to the expiration of the subsequent offering period, representing, when taken together with
the 1,748,046 Shares already owned by Parent, approximately 95.3% of the outstanding and fully diluted Shares of the Company. Purchaser has accepted for payment all of the Shares validly tendered in the Offer and the subsequent offering period.
After the transfer of 1,102,973 Shares from Parent to Purchaser, Purchasers ownership of the common
stock of the Company will exceed the 90% required to effect a short-form merger of Purchaser with and into the Company under Wisconsin law. Purchaser expects to effect the short-form merger as soon as practicable, subject to the satisfaction or
waiver of the conditions to the merger, without the need for a meeting of the Companys shareholders. In the merger, Purchaser 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. As a result of the merger, the Company will become a wholly-owned subsidiary of Parent and, following the merger,
the Shares will be delisted from The Nasdaq Stock Market.
Item 16 is amended and supplemented to include the following exhibit:
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(a)(1)(Q)
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Text of Press Release issued by Parent, dated October 24, 2008 [Incorporated by reference to Exhibit (a)(1)(Q) to Amendment No. 13 to the Schedule TO filed by Parent on October 24,
2008]
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this amendment is true, complete and correct.
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Gehl Company
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By:
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/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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Dated: October 24, 2008
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EXHIBIT INDEX
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(a)(1)(Q)
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Text of Press Release issued by Parent, dated October 24, 2008 [Incorporated by reference to Exhibit (a)(1)(Q) to Amendment No. 13 to the Schedule TO filed by Parent on October 24,
2008]
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