SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
AMENDMENT NO. 5
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 10. ADDITIONAL INFORMATION.
The Purchaser acknowledges that it cannot, consistent
with the requirement that withdrawal rights be extended while the
Offer is open, terminate the Offer, eliminate withdrawal rights,
and delay acceptance for payment of Common Shares until all
conditions are satisfied or waived.<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 19, 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.
(a)(13)* Press release, dated May 13, 1997, issued by
Parent.
(a)(14)* Press release, dated May 15, 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.
(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.
_______________________________
* Previously filed.<PAGE>
EXHIBIT INDEX
_____________
EXHIBIT
NO. DESCRIPTION
_______ ____________________________________
(g)(4)* Revised Preliminary Solicitation Statement of
Harnischfeger Industries, Inc. and DSFA
Corporation, 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.
