SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 9
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
GIDDINGS & LEWIS, INC.
(Name of Subject Company)
DSFA CORPORATION
HARNISCHFEGER INDUSTRIES, INC.
(Bidders)
COMMON STOCK, $.10 PAR VALUE PER SHARE
(Title of Class of Securities)
375048-10-5
(CUSIP Number of Class of Securities)
K. THOR LUNDGREN, ESQ.
HARNISCHFEGER INDUSTRIES, INC.
3600 SOUTH LAKE DRIVE
ST. FRANCIS, WISCONSIN 53235
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Persons Filing Statement)
COPY TO:
ANDREW R. BROWNSTEIN, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
<PAGE>
This Statement amends and supplements the Tender Offer
Statement on Schedule 14D-1 filed with the Securities and
Exchange Commission on April 28, 1997, as amended (the "Schedule
14D-1"), relating to the offer by DSFA Corporation, a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of
Harnischfeger Industries, Inc., a Delaware corporation
("Parent"), to purchase all outstanding shares of Common Stock,
$.10 par value per share (the "Common Shares"), together with
(unless and until the Purchaser declares that the Rights
Condition is satisfied) the Rights, of Giddings & Lewis, Inc., a
Wisconsin corporation (the "Company"), at a price of $19 per
Common Share (and associated Right), net to the seller in cash,
without interest thereon (the "Offer Price"), upon the terms and
subject to the conditions set forth in the Offer to Purchase
dated April 28, 1997 (the "Offer to Purchase") and in the related
Letter of Transmittal (the "Letter of Transmittal") (which, as
either may be amended from time to time, together constitute the
"Offer"). Capitalized terms used and not defined herein shall
have the meanings assigned such terms in the Offer to Purchase
and the Schedule 14D-1.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE
SUBJECT COMPANY
ITEM 10. ADDITIONAL INFORMATION.
On June 10, 1997, K. Thor Lundgren, General Counsel of
Parent, sent a letter to the Secretary of the Company in regard
to the designation of a date and time for the Special Meeting.
The full text of Mr. Lundgren's letter is set forth in a press
release issued by Parent on June 10, 1997, which press release is
filed herewith as Exhibit (a)(19) and is incorporated herein by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(19) Press release, dated June 10, 1997, issued by Parent.<PAGE>
SIGNATURES
After due inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
HARNISCHFEGER INDUSTRIES, INC.
By: /s/ Francis M. Corby, Jr.
Name: Francis M. Corby, Jr.
Title: Executive VP for Finance and
Administration
DSFA CORPORATION
By: /s/ Francis M. Corby, Jr.
Name: Francis M. Corby, Jr.
Title: Vice President and Treasurer
Dated: June 11, 1997 <PAGE>
EXHIBIT INDEX
EXHIBIT
NO.* DESCRIPTION
(a)(1)* Offer to Purchase, dated April 28, 1997.
(a)(2)* Form of Letter of Transmittal.
(a)(3)* Form of Letter from Lehman Brothers Inc. to
Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees.
(a)(4)* Form of Letter from Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees to Clients.
(a)(5)* Form of Notice of Guaranteed Delivery.
(a)(6)* Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(7)* Summary Advertisement as published in The Wall
Street Journal on April 28, 1997.
(a)(8)* Press Release, dated April 25, 1997.
(a)(9)* Press Release, dated April 28, 1997.
(a)(10)* Press Release, dated May 8, 1997, issued by
Parent.
(a)(11)* Press Release, dated May 9, 1997, issued by
Parent.
(a)(12)* Text of Letter, dated May 9, 1997, from Jeffery T.
Grade to Marvin L. Isles.
(a)(13)* Press release, dated May 13, 1997, issued by
Parent.
(a)(14)* Press release, dated May 15, 1997, issued by
Parent.
(a)(15)* Press release, dated May 27, 1997, issued by
Parent.
(a)(16)* Press release, dated May 27, 1997, issued by
Parent.
(a)(17)* Press release, dated June 2, 1997, issued by
Parent.
(a)(18)* Press release, dated June 9, 1997, issued by
Parent.
(a)(19) Press release, dated June 10, 1997, issued by
Parent.
(b)(1)* Commitment Letter, dated April 21, 1997, among
Harnischfeger Industries, Inc., The Chase
Manhattan Bank and Chase Securities Inc.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
_______________________________
* Previously filed.<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
(f) None.
(g)(1)* Preliminary Solicitation Statement of
Harnischfeger Industries, Inc. and DSFA
Corporation, filed with the Commission on April
28, 1997.
(g)(2)* Preliminary Proxy Statement of Harnischfeger
Industries, Inc. and DSFA Corporation, filed with
the Commission on April 28, 1997.
(g)(3)* Complaint seeking Declaratory and Injunctive
Relief filed in the United States District Court
for the Eastern District of Wisconsin on April 25,
1997.
(g)(4)* Revised Preliminary Solicitation Statement of
Harnischfeger Industries, Inc. and DSFA Corpo-
ration, filed with the Commission on May 13, 1997.
(g)(5)* Revised Preliminary Proxy Statement of
Harnischfeger Industries, Inc. and DSFA
Corporation, filed with the Commission on May 13,
1997.
(g)(6)* Definitive Solicitation Statement of Harnischfeger
Industries, Inc. and DSFA Corporation, filed with
the Commission on May 15, 1997.
_______________________________
* Previously filed.
Exhibit (a)(19)
HARNISCHFEGER INDUSTRIES, INC.
NEWS RELEASE
For further information on this release, call
Contact:
Francis M. Corby, Jr. James C. Benjamin David A. Brukardt
Executive Vice President V.P. and Controller Director, Corporate
Finance and Administration (414) 486-6870 Communication
(414) 486-6518 (414) 486-6474
HARNISCHFEGER INDUSTRIES DECLARES SCHEDULE FOR
GIDDINGS & LEWIS SPECIAL SHAREHOLDERS MEETINGS
MILWAUKEE -- June 10 -- Harnischfeger Industries, Inc. (NYSE:
HPH) sent the following letter to Giddings & Lewis, Inc.
(Nasdaq: GIDL) today:
Giddings & Lewis, Inc.
142 Doty Street
Fond du Lac, WI 54935
Attention: Secretary
Dear Sir:
On May 22, 1997, Harnischfeger Industries, Inc. delivered
to Giddings & Lewis, Inc. ("G&L") written demands to call a
special meeting of G&L's shareholders to, among other things,
remove and replace G&L's current board of directors. The
written demands were signed by holders of record, as of May 16,
1997 (or their duly authorized proxies or other
representatives), of shares of common stock of G&L representing
in excess of 10% of all of the votes entitled to be cast on the
issues proposed to be considered at the special meeting. In
accordance with Section 2.03(f) of G&L's bylaws, the "Delivery
Date" (as defined in the G&L bylaws) is deemed to be not later
than May 30, 1997; five business days after the actual delivery
date.
Pursuant to Section 2.03(e) of G&L's bylaws, if G&L's
directors fail to designate an hour and date for the special
meeting within 10 days after the Delivery Date (i.e., June 9,
1997), which they apparently have not so designated, then the
special meeting is to be held at 2:00 P.M. local time on the
100th day after the Delivery Date or, if such 100th day is not
a business day (as defined in the G&L bylaws), on the first
preceding business day. Since the 100th day after May 30, 1997
is Sunday, September 7, 1997, the special meeting is required
to be held on Friday, September 5, 1997.
Furthermore, pursuant to Section 2.06 of the G&L bylaws,
the record date for the special meeting may not be more than 70
days prior to the date of the special meeting (i.e., June 27,
1997), nor later than 30 days after the Delivery Date (i.e.,
June 29, 1997). Therefore, the record date for the special
meeting must be between June 27th and June 29th and, pursuant
to Section 2.06 of the G&L bylaws, if the board fails to fix
the record date by June 29, 1997, then the record date for the
special meeting will be the close of business on June 29, 1997.
-more-<PAGE>
-2-
G&L has established a very elaborate set of procedures
for calling a special meeting of shareholders. Harnischfeger,
as a shareholder of G&L, has been diligent and deliberate in
following these complex procedures. However, in fairness to
your shareholders, we believe it is the board's duty, after
creating this complex maze, to advise the G&L shareholders of
the scheduling of the special meeting rather than to ignore the
complexity of the procedures it has put in place and leave
shareholders to their own devices or to rely on announcement by
another shareholder. We believe this information is material
to G&L's shareholders and that G&L should promptly announce the
date of the special meeting as well as the exact record date.
Very truly yours,
K. Thor Lundgren
Executive Vice President for Law
and Government Affairs and General Counsel
Harnischfeger Industries, Inc.
#####
Harnischfeger Industries, Inc. [NYSE: HPH] is a global company
with business segments involved in the manufacture and
distribution of equipment for underground mining (Joy Mining
Machinery), surface mining (P&H Mining Equipment), pulp and
papermaking (Beloit Corporation), and material handling (P&H
Material Handling).
