AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 9, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
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 May 8, 1997, the Company filed with the Commission
a Solicitation/Recommendation Statement on Schedule 14D-9 (the
"Schedule 14D-9"). The Schedule 14D-9 discloses, among other
things, that at a meeting held on May 7, 1997, the Board of
Directors of the Company resolved that the Distribution Date
shall not occur until the earlier of (i) the date on which an
Acquiring Person (as defined in the Rights Agreement) becomes
such and (ii) such date as may be determined by action of the
Board of Directors of the Company prior to the time any person or
group becomes an Acquiring Person. The Schedule 14D-9 indicates
that as a result of such action, the commencement of the Offer
will not, in and of itself, result in the occurrence of a
Distribution Date.
The Schedule 14D-9 also discloses that the Company's Board
of Directors fixed the close of business on May 16, 1997 as the
Demand Record Date for determining shareholders entitled to
demand that a Special Meeting of the Company's shareholders be
called.
Parent issued press releases on May 8 and May 9, 1997
relating to, among other things, the matters disclosed in the
Schedule 14D-9. The full text of such press releases are filed
herewith as Exhibit (a)(10) and Exhibit (a)(11), respectively,
and are incorporated herein by reference.
On May 9, 1997, Mr. Grade sent a letter to Mr. Isles
relating to, among other things, the matters disclosed in the
Schedule 14D-9. The full text of such letter is filed herewith
as Exhibit (a)(12) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(10) Text of Press Release, dated May 8, 1997, issued by Parent.
(a)(11) Text of 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.<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 Vice President for
Finance and Administration
DSFA CORPORATION
By: /s/ Francis M. Corby, Jr.
Name: Francis M. Corby, Jr.
Title: Vice President and Treasurer
Dated: May 9, 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)* Text of Press Release, dated April 25, 1997.
(a)(9)* Text of Press Release, dated April 28, 1997.
(a)(10) Text of Press Release, dated May 8, 1997, issued
by Parent.
(a)(11) Text of 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.
(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.
(f) None.
_______________________________
* Previously filed.<PAGE>
(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.
_______________________________
* Previously filed.
Exhibit (a)(10)
Harnischfeger Industries, Inc.
NEWS RELEASE
For further information on this release, call
CONTACT: Francis M. Corby, Jr.
Executive Vice President
Finance and Administration
414-486-6518
James C. Benjamin
V.P. and Controller
414-486-6870
David A. Brukardt
Dir., Corp. Communication
414-486-6474
HARNISCHFEGER CONTINUES ITS ALL-CASH TENDER OFFER
TO ACQUIRE GIDDINGS & LEWIS FOR $19 PER SHARE
MILWAUKEE -- May 8, 1997 -- Harnischfeger Industries,
Inc. (NYSE:HPH) Chairman and Chief Executive Officer
Jeffery T. Grade said today's rejection by Giddings &
Lewis, Inc. (Nasdaq: GIDL) of Harnischfeger's all-cash
offer of $19 per share for G&L's shares further confirms
the appropriateness of Harnischfeger's decision to take
its fully financed offer directly to G&L shareholders.
Grade said, "We are disappointed that the board
of directors of G&L, which has failed to build
shareholder value for several years, again cannot
recognize the value that Harnischfeger's all-cash offer
provides to shareholders. This underscores our decision
to take our full-priced, premium, all-cash offer directly
to G&L shareholders and at the same time, to seek removal
of the G&L board."
Harnischfeger has demanded a special meeting of
all G&L shareholders and removal of impediments to its
offer and will begin soliciting shareholder consents for
the meeting as soon as clearance is received from the
Securities and Exchange Commission. Approval is expected
from the SEC in the next few days. The purpose of the
special meeting is to permit shareholders to vote on
measures that will allow the Harnischfeger offer and any
other legitimate offers to be considered by all G&L
shareholders.<PAGE>
Grade said, "We believe all of our fellow
Giddings & Lewis shareholders should be permitted to act
on any full and legitimate offer without being thwarted
by outside advisers and others who have no real ownership
stake in G&L. Today's G&L statement offers nothing to
shareholders. Our bid offers real value and we will
pursue it with dispatch."
Harnischfeger is recognized for the growth of its
capital machinery businesses and recently completed an
in-depth, strategic review of the industrial workplace.
Grade said, "As a result of our track record and
our extensive evaluation and discussions with capital
goods customers that highlighted the unserved needs of
the marketplace, we feel more strongly than ever that G&L
and Harnischfeger together will offer a superb Industrial
and Product Services (IP&S) combination for all
constituencies."
Announced April 25, the Harnischfeger offer has a
total transaction value of approximately $747 million,
based on the approximately 33.2 million shares of G&L
stock currently outstanding and the assumption of G&L
debt, and represents a premium of approximately 40
percent over the price of G&L on that date.
The transaction would create an enterprise with
combined 1996 revenues of $3.6 billion with leadership
positions in mining equipment, pulp and papermaking
machinery, and industrial products and services. Upon
completion of the G&L transaction, the IP&S group would
initially be composed of G&L and Harnischfeger's P&H
Material Handling business.
###
Harnischfeger Industries, Inc. is a global holding
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).
Exhibit (a)(11)
Harnischfeger Industries, Inc.
NEWS RELEASE
For further information on this release, call
CONTACT: Francis M. Corby, Jr.
Executive Vice President
Finance and Administration
414-486-6518
James C. Benjamin
V.P. and Controller
414-486-6870
David A. Brukardt
Dir., Corp. Communication
414-486-6474
HARNISCHFEGER REVIEWS GIDDINGS & LEWIS 14D-9 FILING
MILWAUKEE -- May 9, 1997 -- Harnischfeger Industries, Inc.
(NYSE: HPH) today issued the following comments on the Schedule
14D-9 filed by Giddings & Lewis, Inc. (Nasdaq: GIDL) with the
Securities and Exchange Commission late yesterday. The 14D-9
filing was made in response to Harnischfeger's $19 per share
offer to acquire all the outstanding common shares of G&L.
Jeffery T. Grade, chairman and chief executive officer
of Harnischfeger, said, "The actions of the G&L board Thursday
further confirmed the decision to take our offer directly to G&L
shareholders and to seek the removal of the G&L board. The only
significant obstacles to our offer are the defensive roadblocks
maintained by the G&L board. We remain confident that G&L
shareholders recognize the attractiveness of Harnischfeger's
offer and support our efforts."
Harnischfeger noted that G&L says it has held
discussions with and is providing information to other unnamed
"interested" parties. Grade said, "Harnischfeger has
demonstrated its interest by making a bona fide, fully financed,
all-cash offer to buy G&L at a substantial premium. As the only
party willing to make any bona fide offer -- indeed, as the only
party willing to state its interest in G&L publicly -- we
believe the G&L board has a fiduciary obligation to provide
Harnischfeger with the same information that is being supplied
to other parties."<PAGE>
Harnischfeger noted that it would be interested in such
information and will evaluate any that it receives. In this
regard, Harnischfeger is prepared to enter promptly into a
standard confidentiality agreement containing no provisions
restricting its ability to make offers to or otherwise
communicate with G&L or its shareholders.
Grade said, "G&L's references to 'preliminary
discussions' with unnamed parties about their 'potential'
interest in a 'possible' transaction are merely excuses for
further delay. This harms G&L's shareholders by denying them
the certainty of the immediate premium value that Harnischfeger
is in a position to deliver now. A lengthy process, including
providing information to parties who, unlike Harnischfeger, may
be potential competitors of G&L, could be harmful to G&L."
In addition, Harnischfeger noted that the only other
actions taken by the G&L board were to further enrich G&L's
senior executives at a substantial cost to G&L and its
shareholders. G&L also has incurred substantial fees and
expenses in connection with the process it has undertaken.
Further, it has delayed by an additional eight days the record
date for determining G&L shareholders entitled to demand a
special meeting to, among other things, remove G&L's current
board of directors and replace them with nominees of
Harnischfeger.
G&L announced that it had fixed May 16, 1997 as the
record date for determining G&L shareholders entitled to demand
that a special meeting be called. Promptly following that
record date, Harnischfeger expects to solicit demands to call
such a meeting.
Harnischfeger has filed preliminary solicitation and
proxy materials with the Securities and Exchange Commission in
connection with its proposed solicitation of demands and in
connection with the proposals it intends to bring before the G&L
shareholders at the special meeting.
###
Harnischfeger Industries, Inc. is a global holding
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).
Exhibit (a)(12)
[Letterhead of Harnischfeger Industries, Inc.]
May 9, 1997
Mr. Marvin L. Isles
President and Chief Executive Officer
Giddings & Lewis, Inc.
P.O. Box 590
142 Doty Street
Fond du Lac, WI 54936-0590
Dear Marvin:
I note from your press release of May 8 that Giddings & Lewis has
held discussions with and is providing information to other
unnamed "interested" parties. Harnischfeger has demonstrated its
sincere interest in a mutually beneficial transaction by making a
fully-financed, all-cash offer to buy Giddings & Lewis at a
substantial premium. As the only party as of this date willing to
make a bona fide offer -- indeed, as the only party wiling to
state its interest in Giddings & Lewis publicly -- we believe that
the Board of Directors of Giddings & Lewis has a fiduciary
obligation to provide Harnischfeger with the same information that
is being supplied to other parties. In this regard, Harnischfeger
is prepared to enter promptly into a standard confidentiality
agreement, which would not, of course, contain provisions
restricting our ability to make offers to or otherwise communicate
with Giddings & Lewis or its shareholders.
Please provide to us a confidentiality agreement as described
above and, subsequent to the execution thereof, any non-public
information and access to individuals that have already been
provided to other interested parties. In addition, we request
that you implement proper procedures to ensure that Harnischfeger
receives at least simultaneously all such non-public information
and access to individuals provided to other interested parties in
the future.
The "preliminary discussions" with unnamed parties about their
"possible" interest in a "potential" transaction referred to in
your press release appear to be a means for further delay. As we
have advised you in the past, we are prepared to meet immediately
to address any questions you and your Board may have. No other
bidder can act as quickly as we can.<PAGE>
-2-
We sincerely believe that our proposal to combine our two com-
panies is in the best interests of our respective shareholders and
other constituencies of our companies.
I would appreciate the courtesy of a response by early next week.
Sincerely,
/s/ Jeffrey T. Grade
Jeffery T. Grade
JTG/jo
cc: Members of the Board of Directors of Giddings & Lewis, Inc.
