SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 10
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 11, 1997, Mr. Grade sent a letter to Mr.
Isles. The full text of Mr. Grade's letter is set forth in a
press release issued by Parent on June 11, 1997, which press
release is filed herewith as Exhibit (a)(20) and is incorporated
herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(20) Press release, dated June 11, 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 12, 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.
(a)(20) Press release, dated June 11, 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.
_______________________________
* Previously filed.<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
(d) Not applicable.
(e) Not applicable.
(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)(20)
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 RESPONDS TO
GIDDINGS & LEWIS SHAREHOLDERS MEETING DATE
MILWAUKEE--June 11--Harnischfeger Industries, Inc. (NYSE: HPH)
sent this letter to Giddings & Lewis (Nasdaq: GIDL) today:
Mr. Marvin L. Isles
Chairman and Chief Executive Officer
Giddings & Lewis, Inc.
142 Doty Street
Fond du Lac, WI 54935
Dear Marv:
We are outraged, but unfortunately not surprised, that
you have chosen to delay until September 11th the special
meeting of the shareholders of Giddings & Lewis, Inc. ("G&L")
that we and a number of other large shareholders of G&L have
requested in connection with Harnischfeger's offer to purchase
all of G&L's outstanding shares at $19 per share in cash. As
you know, we believe that under the byzantine G&L bylaws the
correct meeting date should be September 5th. Our quarrel is
not with September 11th as opposed September 5th. Both dates
are too late. Shareholders are entitled to better than your
strategy of unnecessary delay.
We continue to believe that foot-dragging tactics only
serve to reduce the value of G&L stock and to delay receipt by
G&L shareholders of our premium cash offer. You have
repeatedly claimed that a "deliberate" review of alternatives
was in the best interests of shareholders. However, according
to G&L's public filings, your review began over three months
ago, well before we even commenced our offer, and you still
have not provided shareholders with any substantive results.
In fact, it has been over a month since you said you were in
"preliminary" discussions with unnamed parties regarding their
"potential" interest in a "possible" transaction.
-more-<PAGE>
-2-
Your shareholders have waited patiently for your
deliberate process to end, only to be informed that you want to
extend it for another three months. They would have been
better served by having already received the proceeds of our
offer. We think G&L shareholders would be best served today by
receiving our premium price immediately, rather than having to
wait another three months and risk seeing the value of G&L, and
of their shares, erode further.
The only thing standing between G&L shareholders and the
$19 per share in cash is G&L's current board. G&L stock traded
at $13 5/8 before we made our offer. It is time for the
current G&L board to act to deliver shareholder value.
Sincerely,
Jeffery T. Grade
Chairman and Chief Executive Officer
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).
