-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kn/xhhH5kmb1HOdTCE9ZrMhjdP9h2xSsIoOwQFMDhjUuAyT6T3hkBRcqcrLir1g7 kS4OMVHtm2LQU8n1bPkXuw== 0000950137-97-002141.txt : 19970610 0000950137-97-002141.hdr.sgml : 19970610 ACCESSION NUMBER: 0000950137-97-002141 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970609 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GEHL CO CENTRAL INDEX KEY: 0000856386 STANDARD INDUSTRIAL CLASSIFICATION: FARM MACHINERY & EQUIPMENT [3523] IRS NUMBER: 390300430 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40747 FILM NUMBER: 97621150 BUSINESS ADDRESS: STREET 1: 143 WATER STREET CITY: WEST BEND STATE: WI ZIP: 53095 BUSINESS PHONE: 4143349461 MAIL ADDRESS: STREET 1: 143 WATER STREET CITY: WEST BEND STATE: WI ZIP: 53095 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAHL JAMES H CENTRAL INDEX KEY: 0000933422 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 263085464 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1200 RIVERPLACE BOULEVARD SUITE 902 CITY: JACKSONVILLE STATE: FL ZIP: 32207 BUSINESS PHONE: 9043939020 MAIL ADDRESS: STREET 2: 1200 RIVERPLACE BLVD SUITE 902 CITY: JACKSONVILLE STATE: FL ZIP: 32207 SC 13D 1 STATEMENT OF BENEFICIAL OWNERSHIP: JAMES H. DAHL. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 GEHL COMPANY ---------------- (Name of Issuer) Common Stock, Par Value, $0.10 Per Share ---------------------------------------- (Title of Class of Securities) 368483103 --------- (CUSIP Number) JAMES H. DAHL 1200 Riverplace Boulevard, Suite 902 Jacksonville, Florida 32207 (904) 393-9020 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) May 27, 1997 ------------ (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement of Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [X]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class). 2 CUSIP No. 368483103 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons / S.S or I.R.S. Identification Nos. of Above Persons JAMES H. DAHL / ###-##-#### - -------------------------------------------------------------------------------- 2) Check the Appropriate Row if a Member of a Group (See Instructions) (a) N/A --------------------------------------------------------------- (b) N/A --------------------------------------------------------------- - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) oo - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization U.S.A. - -------------------------------------------------------------------------------- Number of 7) Sole Voting Power 374,500 Shares bene- ----------------------------------------- ficially Owned by 8) Shared Voting Power -0- Each Report- ----------------------------------------- ing Person With 9) Sole Dispositive Power 374,500 ---------------------------------- 10) Shared Dispositive Power -0- ---------------------------------- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 374,500 - -------------------------------------------------------------------------------- 2 3 CUSIP No. 368483103 - -------------------------------------------------------------------------------- 12) Check if Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 5.9% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- 3 4 ITEM 1. SECURITY AND ISSUER. The title of the class of equity securities to which this Statement relates is common stock, par value $0.10 per share, ("Common Stock"), issued by Gehl Company (the "Issuer"), the principal executive offices of which are located at 143 Water Street, West Bend, WI 53095. ITEM 2. IDENTITY AND BACKGROUND. (a) This Schedule 13D is being filed by James H. Dahl. (b) Mr. Dahl's business address is 1200 Riverplace Boulevard, Suite 902, Jacksonville, Florida 32207. (c) Mr. Dahl's present principal occupation is President of James Dahl & Company, Inc., a private investment firm. The business address of James Dahl & Company, Inc. is 1200 Riverplace Boulevard, Suite 902, Jacksonville, Florida 32207. (d) During the last five years, Mr. Dahl has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Mr. Dahl has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding been subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Dahl is a United States citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Funds in the aggregate amount of $3,994,042.22 were used to purchase 374,500 shares (the "Shares") of Common Stock, including 130,000 shares acquirable under presently exercisable warrants (the "Warrants"), to which this statement relates. The Shares were purchased by Mr. Dahl through trusts for the benefit of Mr. Dahl's children (the "Children's Trusts"), of which Mr. Dahl may be deemed to have beneficial ownership, and by an investment partnership, Rock Creek Partners, Ltd., a Florida limited partnership, of which Mr. Dahl is the Managing General Partner (collectively, the "Accounts"). Mr. Dahl's brother is the sole trustee of the Children's Trusts and has the sole voting and dispositive power 4 5 over the shares held in the Children's Trusts, The sources of funds used to purchase the Shares were funds of the Children's Trusts and the investment partnership of which Mr. Dahl is the Managing General Partner. ITEM 4. PURPOSE OF TRANSACTION. The Shares have been acquired for, and are being held for, investment purposes. Mr. Dahl may make additional purchases of securities of the Issuer, including without limitation Common Stock, either in the open market or in private transactions depending on his evaluation of the Issuer's business, prospects and financial condition, the market for Common Stock, other opportunities available to Mr. Dahl, general economic conditions, money and stock market conditions and other future developments. Depending on the same factors, Mr. Dahl may decide to cause the Accounts to sell all or part of the securities of the Issuer, although he has no current intention to do so. Other than as set forth above, Mr. Dahl has no present plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, except as set forth above; (b) An extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Any change in the Issuer's charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease 5 6 to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) and (b) Pursuant to Rule 13d-3, Mr. Dahl may be deemed to be the beneficial owner of all 374,500 Shares, which constitute approximately 5.9% of the 6,318,685 shares of Common Stock of the Issuer reported to be outstanding by the Issuer on March 31, 1997 (including 130,000 Shares issuable upon exercise of outstanding Warrants beneficially held by Mr. Dahl). (c) The following table lists all transactions (other than transactions in Warrants listed below) in the Issuer's Common Stock effected by Mr. Dahl during the last 60 days, all of which consisted of purchases for the Accounts through brokers in the open market:
Date of Purchase Purchase No. of Shares Price ----------- ------------- -------- 5-May-97 2,500 $10.500 6-May-97 3,000 $10.813 13-May-97 10,000 $12.125 13-May-97 5,000 $11.625 14-May-97 8,000 $13.000 14-May-97 17,000 $13.125 14-May-97 10,000 $13.125 14-May-97 9,800 $13.750 14-May-97 3,500 $13.125 14-May-97 2,500 $14.125 14-May-97 1,000 $13.750 20-May-97 2,000 $14.125 20-May-97 5,000 $14.188 20-May-97 8,700 $14.101 20-May-97 5,000 $14.250 21-May-97 5,000 $14.938 21-May-97 10,000 $14.875 21-May-97 11,700 $14.250 21-May-97 3,000 $14.125 22-May-97 13,000 $14.125 23-May-97 5,000 $17.750 23-May-97 5,000 $14.875
6 7
Date of Purchase Purchase No. of Shares Price ----------- ------------- --------- 27-May-97 1,000 $15.313 27-May-97 7,500 $15.288 27-May-97 8,400 $15.375 27-May-97 10,000 $14.875 27-May-97 1,000 $15.313 27-May-97 7,500 $15.288 27-May-97 8,400 $15.375 27-May-97 10,000 $14.875 30-May-97 3,000 $14.750 30-May-97 5,000 $15.250 30-May-97 15,000 $15.000 30-May-97 12,000 $14.438 30-May-97 10,000 $15.313
The following table lists all transactions in Warrants effected by Mr. Dahl during the last 60 days, all of which consisted of private purchases for the Accounts:
Date of Purchase Purchase No. of Warrants Price --------- --------------- -------- 21-May-97 80,000 $3.875 21-May-97 25,000 $3.875 21-May-97 25,000 $3.875
(d) Any dividends on the Shares and the proceeds from the sale thereof will be paid to the Accounts, based on the relative number of shares owned by each. No other persons have the right to receive or the power to direct the receipts of dividends from, or the proceeds from the sale of the Shares other than Mr. Dahl's brother in his capacity as trustee for the Children's Trusts. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. There are no contracts, arrangements, understandings or relationships (legal or otherwise) among Mr. Dahl and any other persons with respect to any securities of the Issuer, including but not limited to transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. None. 7 8 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: June 9, 1997 /s/ James H. Dahl ----------------------------------- JAMES H. DAHL 8 -----END PRIVACY-ENHANCED MESSAGE-----