<PAGE>
PRELIMINARY PROXY STATEMENT.
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 28, 1997.
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
GIDDINGS & LEWIS, INC.
(Name of Registrant as Specified in its Charter)
HARNISCHFEGER INDUSTRIES, INC.
and
DSFA CORPORATION
(Name of Persons Filing Proxy Statement)
----------------
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
[_] Fee paid previously with preliminary materials:
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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<PAGE>
PRELIMINARY PROXY MATERIALS DATED APRIL 28, 1997
SUBJECT TO COMPLETION
The information included herein is as it is expected to be when the
definitive proxy statement is mailed to shareholders of Giddings & Lewis, Inc.
This proxy statement will be revised to reflect actual facts at the time of
filing of the definitive proxy statement.
PROXY STATEMENT
OF
HARNISCHFEGER INDUSTRIES, INC.
AND
DSFA CORPORATION
---------------
SPECIAL MEETING OF SHAREHOLDERS
OF GIDDINGS & LEWIS, INC.
TO BE HELD , 1997
INTRODUCTION
This Proxy Statement and the accompanying GOLD-STRIPED Special Meeting proxy
card are being furnished to holders of outstanding shares of Common Stock,
$.10 par value per share ("Shares"), of Giddings & Lewis, Inc., a Wisconsin
corporation (the "Company"), in connection with the solicitation of proxies
from holders of Shares by Harnischfeger Industries, Inc., a Delaware
corporation ("Parent" or "Harnischfeger"), and DSFA Corporation, a newly
formed Delaware corporation and a wholly owned subsidiary of Parent (the
"Purchaser"), to be used at a special meeting of shareholders of the Company
to be held at on , 1997, at and at any adjournments or
postponements thereof (the "Special Meeting"). The Special Meeting has been
called for the purpose of considering and voting on proposals (together, the
"Special Meeting Proposals") to:
(1) remove all of the current members of the Board of Directors of the
Company (the "Company Board") and any person or persons elected or
designated prior to the Special Meeting to fill any vacancy or newly
created directorship;
(2) repeal each provision of the Company's By-laws (the "Company By-
laws") or amendments thereto (other than the amendment referred to in (3)
below) adopted subsequent to March 28, 1997, or adopted on or prior to that
date but not filed by the Company as an exhibit to any Current Report on
Form 8-K, Quarterly Report on Form 10-Q or Annual Report on Form 10-K of
the Company on or prior to March 28, 1997;
(3) amend Article III of the Company By-laws to fix the number of
directors of the Company at three; and
(4) elect Jeffery T. Grade, John N. Hanson, and Francis M. Corby, Jr.
(together, the "Parent Nominees") as the directors of the Company,
effective immediately, to hold office until the annual meeting of
shareholders in 1998, 1999 and 2000, respectively, and until their
respective successors are elected and qualified.
On April 28, 1997, the Purchaser commenced a tender offer to purchase all
outstanding Shares (and associated Rights (as defined below)) at a price of
$19 per Share (and associated Right), net to the seller in cash, upon the
terms and subject to the conditions set forth in an 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"). Parent and the Purchaser
have also proposed that, following completion of the Offer, the Purchaser
would effect a merger with the Company (the "Proposed Merger") in which
holders of any remaining Shares would receive the same price per Share as the
price per Share to be paid in the Offer. The purpose of the Offer and the
Proposed Merger is to enable Parent to acquire control of, and the entire
equity interest in, the Company. The Special Meeting Proposals are intended to
facilitate and expedite the consummation of the Offer and the Proposed Merger
by removing the Company's current directors and replacing them with the Parent
Nominees, all of whom are committed, subject to their fiduciary duties, to,
among other things, giving the Company's shareholders the opportunity to
receive the consideration for the Shares contemplated by the Offer and the
Proposed Merger, as described more fully below. As used herein, unless the
context otherwise requires, the term "Shares" shall include the associated
preferred share purchase rights (the "Rights") issued pursuant to the Rights
Agreement, dated as of August 23, 1995 (the "Rights Agreement"), between the
Company and Firstar Trust Company, as rights agent. The principal executive
offices of the Company are located at 142 Doty Street, Fond du Lac, Wisconsin
54935.
<PAGE>
THE PARENT NOMINEES ARE COMMITTED, SUBJECT TO THEIR FIDUCIARY DUTIES, TO
GIVING YOU, AS THE OWNERS OF THE COMPANY, THE OPPORTUNITY TO ACCEPT THE
PURCHASER'S PENDING OFFER AND RECEIVE $19 IN CASH FOR YOUR SHARES PURSUANT TO
THE OFFER.
COMPLETING, SIGNING, DATING AND RETURNING THE ENCLOSED GOLD-STRIPED PROXY
CARD WILL HELP ENABLE YOU, AS THE OWNERS OF THE COMPANY, TO DECIDE WHETHER YOU
WILL HAVE THE OPPORTUNITY TO SELL YOUR SHARES TO THE PURCHASER FOR $19 PER
SHARE IN CASH PURSUANT TO ITS PENDING OFFER. ACCORDINGLY, PARENT AND THE
PURCHASER URGE YOU TO COMPLETE, SIGN AND DATE THE ENCLOSED GOLD-STRIPED PROXY
CARD AND RETURN IT IN THE ENCLOSED, PRE-ADDRESSED ENVELOPE IMMEDIATELY.
The Special Meeting has been called pursuant to demands made therefor in
accordance with the Wisconsin Business Corporation Law (the "WBCL") and the
Company By-laws by holders of in excess of 10% of the outstanding Shares.
Parent and the Purchaser initiated the solicitation of such demands.
Pursuant to the Company's Restated Articles of Incorporation, as heretofore
amended (the "Company Charter"), any director of the Company may be removed
from office with or without cause by the affirmative vote of shareholders
holding at least 66 2/3% of the voting power of the then outstanding shares of
all classes of capital stock of the Company generally possessing voting rights
in the election of directors, voting together as a single class. Pursuant to
the Company Charter, the same vote also is required to amend the Company By-
laws to fix the number of directors of the Company at three. According to the
Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31,
1996 (the "Company 10-K"), there were 33,186,898 Shares outstanding as of
March 10, 1997 and, as of December 31, 1996, there were outstanding pursuant
to one or more of the Company's stock or option or other incentive plans (the
"Company Plans") options to purchase 1,105,712 Shares, 576,271 of which were
exercisable as of such date. According to the Company's Proxy Statement dated
as of March 21, 1997 filed with the Securities and Exchange Commission (the
"Commission") in connection with the Company's Annual Meeting of Shareholders
to be held April 30, 1997, on March 13, 1997, certain members of the Company's
senior management team and other key employees purchased an aggregate of
282,355 Shares upon the exercise of options in connection with the Company's
Management Stock Purchase Program (the "MSPP") adopted by the Company that
same day. According to the Company's publicly filed documents, the Company has
no class of capital stock issued and outstanding as of the date hereof other
than the Shares.
Based upon the foregoing, assuming no options have been issued or exercised
since December 31, 1996 (other than options exercised in connection with the
MSPP, which are assumed to have been issued on the date of exercise) or will
be issued or exercised prior to the date fixed for the purpose of determining
the holders of Shares who are entitled to notice of and to vote at the Special
Meeting (the "Special Meeting Record Date"), and assuming no Shares have been
issued or cancelled since December 31, 1996 (other than Shares issued upon the
exercise of options in connection with the MSPP) or will be issued or
cancelled prior to the Special Meeting Record Date, proxies representing
affirmative votes from the holders of at least 21,523,236 Shares (excluding
the 789,600 Shares owned by Parent and the Purchaser), representing (when
added to the Shares owned by Parent and the Purchaser) 66 2/3% of the total
number of Shares outstanding, must be received by Parent and the Purchaser in
order to obtain the necessary vote to approve the first and third Special
Meeting Proposals. The actual number of affirmative votes that must be
received by Parent and the Purchaser and cast at the Special Meeting will
depend on the number of Shares issued and outstanding on the Special Meeting
Record Date. See "Special Meeting Proposals; Required Vote" below for the vote
required to approve each individual Special Meeting Proposal. For purposes of
these calculations, the Purchaser has assumed that the Shares issued in
connection with the MSPP are outstanding; however, Parent has asserted in
litigation against the Company that as a result of the Company's economic
interest in the Shares nominally owned by individual executives (as disclosed
in the Company's publicly filed documents), Shares issued in connection with
the MSPP are not, for certain purposes, outstanding, but are instead treasury
stock that may not be voted and may not be counted toward certain
calculations, including the calculation of the number of votes required to
approve a motion or elect directors at a meeting of shareholders. See Section
15 of the Offer to Purchase. Any assumptions made herein are made without
prejudice to the Purchaser's position with respect to such issue.
THIS SOLICITATION IS BEING MADE BY PARENT AND THE PURCHASER AND NOT ON
BEHALF OF THE COMPANY'S BOARD OF DIRECTORS.
----------------
ii
<PAGE>
IMPORTANT
THE CALLING OF THE SPECIAL MEETING AND THE ELECTION OF THE PARENT NOMINEES
TO THE COMPANY BOARD WILL FACILITATE THE OFFER AND PROPOSED MERGER. IF YOU
WANT THE OPPORTUNITY TO RECEIVE THE CONSIDERATION CONTEMPLATED BY THE OFFER
AND THE PROPOSED MERGER, WE URGE YOU TO PROMPTLY COMPLETE, SIGN, DATE AND MAIL
THE ENCLOSED GOLD-STRIPED PROXY CARD. FAILURE TO COMPLETE, SIGN, DATE AND MAIL
A GOLD-STRIPED PROXY CARD HAS THE SAME EFFECT AS VOTING AGAINST CERTAIN OF THE
SPECIAL MEETING PROPOSALS.
Proxies should be delivered as promptly as possible, but in no event later
than the Special Meeting, by fax (both sides) or by mail (using the enclosed
envelope), to either of Parent's information agents, Georgeson & Company Inc.
("Georgeson") and Kissel-Blake Inc. ("Kissel-Blake", and together with
Georgeson, the "Information Agents"). Georgeson's address is Wall Street
Plaza, New York, New York 10005. Kissel-Blake's address is 110 Wall Street,
New York, New York 10005.
IMPORTANT NOTE: IF ANY OF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE
FIRM, BANK, BANK NOMINEE OR OTHER NOMINEE, ONLY IT CAN EXECUTE A PROXY FOR
SUCH SHARES AND WILL DO SO ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS.
ACCORDINGLY, PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND IN-
STRUCT THAT PERSON TO EXECUTE THE GOLD-STRIPED SPECIAL MEETING PROXY.
This Proxy Statement is dated , 1997. This Proxy Statement and
accompanying GOLD-STRIPED Special Meeting proxy card are first being furnished
to Company shareholders on or about , 1997.
If you have any questions concerning the tender offer material you have
previously received, or need assistance tendering your Shares pursuant to the
Offer, please call Kissel-Blake at one of the following numbers; banks and
brokers call (212) 344-6733, all others call toll-free (800) 554-7733.
IF YOU HAVE ANY QUESTIONS REGARDING YOUR PROXY, OR NEED ASSISTANCE IN VOTING
YOUR SHARES, PLEASE CALL:
GEORGESON & COMPANY INC.
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll-Free: (800) 223-2064
Facsimile:
iii
<PAGE>
REASONS TO VOTE FOR REMOVAL OF
THE CURRENT DIRECTORS OF THE COMPANY AND
FOR ELECTION OF THE PARENT NOMINEES
The Purchaser commenced its Offer to purchase all outstanding Shares at a
price of $19 per Share (and associated Right), in cash, on April 28, 1997. The
purpose of the Offer and the Proposed Merger is to enable the Purchaser to
acquire control of, and the entire equity interest in, the Company. The Offer,
as the first step in the acquisition of the Company, is intended to facilitate
the acquisition of all outstanding Shares. The Proposed Merger, as the second
step in the acquisition of the Company, is intended to facilitate the
acquisition of any Shares not acquired by the Purchaser in the Offer. The
purpose of the Special Meeting is to allow the shareholders of the Company to
act to remove certain obstacles to Parent's and the Purchaser's ability and
willingness to consummate the Offer and the Proposed Merger.
OBSTACLES TO THE OFFER
There are a number of obstacles to Parent's ability to consummate the Offer
and the Proposed Merger, which can be removed, absent the cooperation of the
Company's current Board of Directors, by the approval by the Company's
shareholders of the Special Meeting Proposals at the Special Meeting or at
another duly called and held special or annual meeting of the Company's
shareholders. These obstacles include the Company's "poison pill" Rights
Agreement and certain provisions of the WBCL restricting business
combinations, such as the Proposed Merger, that have not been approved by the
Company Board. To date, the Company Board has refused to remove these
obstacles to permit you, as the shareholders of the Company, to have the
opportunity to determine the future of your Company and your investment.
Rights Agreement. According to the Company 10-K and the Company's
Registration Statement on Form 8-A dated August 23, 1995 (the "Company 8-A"),
on August 23, 1995 the Company adopted the Rights Agreement and the Company
Board declared a dividend of one Right for each outstanding Share. The Rights
are described in the Company 8-A, and such description of the Rights is
summarized in Section 8 of the Offer to Purchase.
According to the Company 8-A, under the Rights Agreement, if the Purchaser
were to acquire 20% or more of the Shares, unless the Rights were previously
redeemed or invalidated or were otherwise rendered inapplicable to the Offer,
each holder of record of a Right (other than the Purchaser) would have the
right to receive Shares having a fair market value (calculated as provided in
the Rights Agreement) equal to twice the exercise price for such Rights. As a
result, the Rights could severely dilute the Purchaser's equity interest in
the Company and its voting power and thereby make the Purchaser's acquisition
of the Company prohibitively expensive.
However, the Company 8-A states that, under the Rights Agreement, the
Company Board may redeem the Rights in whole, but not in part, at a price of
$.01 per Right at any time prior to a person becoming an "Acquiring Person",
as defined in the Rights Agreement (generally, a person or group that becomes
the beneficial owner of 20% or more of the Shares). In addition, the Company
8-A also states that, other than provisions relating to the principal economic
terms of the Rights, the terms of the Rights may be amended by the Company
Board without the consent of the holders of the Rights, except that from and
after the Distribution Date (as defined in the Rights Agreement and in the
Offer to Purchase), no such amendment may adversely affect the interests of
the holders of the Rights.
Business Combination Prohibition. Section 180.1141 of the WBCL ("Section
180.1141") prohibits certain business combinations and other transactions
(each, a "Section 180.1141 Transaction"), such as the Proposed Merger, between
a Wisconsin resident domestic corporation (such as the Company) and any
"Interested Stockholder" (defined generally as any person that, directly or
indirectly, owns or, subject to certain exceptions, has the right to exercise
10% or more of the voting power of the outstanding voting stock of a Wisconsin
resident domestic corporation) for a period of three years after the date the
person becomes an Interested Stockholder. After such three year period, a
Section 180.1141 Transaction between a Wisconsin
1
<PAGE>
resident domestic corporation and such Interested Stockholder is prohibited
unless (a) certain "fair price" provisions are complied with, (b) the Section
180.1141 Transaction is approved by the affirmative vote of the holders of a
majority of the voting stock not beneficially owned by the Interested
Stockholder or (c) the acquisition of stock resulting in such stockholder
becoming an Interested Stockholder was approved by the corporation's board of
directors prior to the relevant acquisition date.
The Section 180.1141 restrictions do not apply to a Section 180.1141
Transaction with an Interested Stockholder within three years of the date such
stockholder became an Interested Stockholder if either (x) the Interested
Stockholder's acquisition of the corporation's shares on the date the
Interested Stockholder became an Interested Stockholder or (y) the Section
180.1141 Transaction, is approved by the board of directors of the corporation
prior to the date on which the Interested Stockholder became an Interested
Stockholder.
EFFECT OF REMOVAL OF CURRENT DIRECTORS AND ELECTION OF PARENT NOMINEES
The potential effects of the Rights Agreement and Section 180.1141 prevent
Parent and the Purchaser from completing the Offer and the Proposed Merger,
absent the requisite action of the Company Board. To date, the Company Board
has refused to remove these obstacles to permit you, as the shareholders of
the Company, to have the opportunity to determine the future of your Company
and your investment. Parent and the Purchaser initiated the demand of the call
of the Special Meeting so that the Company's shareholders will have the
opportunity to consider and vote upon the Special Meeting Proposals, which
would result in the removal of all of the current members of the Company Board
and in the election of the Parent Nominees as the directors of the Company.
Parent and the Purchaser intend, after removal and replacement of the Company
Board, to enter into a merger agreement with the Company providing for the
acquisition of the Shares by the Purchaser as contemplated by the Offer and
the Proposed Merger. The Proposed Merger could be made available to the
Company's shareholders, in accordance with Section 180.1141 and without the
Rights being exercisable, with the approval of the Company Board.
THE PARENT NOMINEES WILL, IF ELECTED, SUBJECT TO THEIR FIDUCIARY DUTIES, AS
DESCRIBED BELOW, BE ABLE TO ACT TO REDEEM THE RIGHTS OR OTHERWISE MAKE THEM
INAPPLICABLE TO THE OFFER AND THE PROPOSED MERGER AND TO APPROVE THE OFFER AND
THE PROPOSED MERGER UNDER SECTION 180.1141 AND TO TAKE SUCH OTHER ACTIONS AS
MAY BE NECESSARY TO GIVE ALL OF THE COMPANY'S SHAREHOLDERS THE OPPORTUNITY TO
ACCEPT THE PURCHASER'S PENDING OFFER AND RECEIVE $19 FOR EACH OF THEIR SHARES.
ACCORDINGLY, A VOTE FOR THE PARENT NOMINEES WILL ENHANCE YOUR CHANCES OF BEING
ABLE TO TAKE ADVANTAGE OF THE OFFER.
CONDITIONS OF THE OFFER
Because of the potential effects of the Rights Agreement and Section
180.1141, the Purchaser's ability and willingness to accept for payment Shares
tendered to it in the Offer, and to consummate the Proposed Merger, are
subject to certain terms and conditions, including (1) the Rights having been
redeemed by the Company Board or the Purchaser being satisfied, in its
reasonable judgment, that the Rights have been invalidated or are otherwise
inapplicable to the Offer and the Proposed Merger (the "Rights Condition"),
and (2) the Purchaser being satisfied, in its reasonable judgment, that the
restrictions contained in Section 180.1141 will not apply to the acquisition
of Shares pursuant to the Offer or to the Proposed Merger (the "Business
Combination Condition"). Each of the Rights Condition and the Business
Combination Condition is likely to be satisfied if the Special Meeting
Proposals are approved and the current directors of the Company are removed
and replaced by the Parent Nominees.
The Offer is also subject to the condition that there must be validly
tendered prior to expiration of the Offer and not properly withdrawn a number
of Shares (the "Minimum Number of Shares") which, when added to the Shares
beneficially owned by the Purchaser and its affiliates, constitutes at least a
majority of the total voting power of all shares of capital stock of the
Company outstanding on a fully diluted basis on the date of purchase (the
"Minimum Condition"). For purposes of the Offer, "on a fully diluted basis"
means, as of any date, the number of Shares outstanding, together with Shares
that the Company could then be required to issue pursuant
2
<PAGE>
to options outstanding at that date under the Company Plans (assuming all such
options are then exercisable) or otherwise (other than in connection with the
Rights Agreement). Based on publicly available information filed by the
Company with the Commission, and on certain assumptions set forth in the Offer
to Purchase, the Minimum Number of Shares would be approximately 16,497,833.
The actual Minimum Number of Shares will depend upon the facts as they exist
on the date of purchase. For purposes of the foregoing calculations, the
Purchaser has assumed that the Shares issued in connection with the MSPP are
outstanding; however, Parent has asserted in litigation against the Company
that as a result of the Company's economic interest in the Shares nominally
owned by individual executives (as disclosed in the Company's publicly filed
documents), Shares issued in connection with the MSPP are not, for certain
purposes, outstanding, but are instead treasury stock that may not be voted
and may not be counted toward certain calculations, including the calculation
of the number of votes required to approve a motion or elect directors at a
meeting of shareholders. See Section 15 of the Offer to Purchase. Any
assumptions made herein are made without prejudice to the Purchaser's position
with respect to such issue.
Certain other conditions to the Offer are described in Section 14 of the
Offer to Purchase. Subject to the applicable rules of the Commission, the
Purchaser expressly reserves the right, in its sole discretion, to waive any
one or more of the conditions to the Offer.
A copy of the Tender Offer Statement on Schedule 14D-1, which was filed by
the Purchaser and Parent with the Commission on April 28, 1997, and all
amendments thereto, may be obtained by mail from the Commission, upon payment
of the Commission's customary charges, by writing to its principal office at
450 Fifth Street, N.W., Judiciary Plaza, Room 1024, Washington, D.C. 20549.
Such material is also available for inspection and copying at the principal
office of the Commission at the address set forth immediately above, and at
the Commission's regional offices at Seven World Trade Center, 13th Floor, New
York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. The Commission also maintains an Internet site on the
World Wide Web at <http://www.sec.gov> that contains reports, proxy statements
and other information. The information also should be available at The Nasdaq
Stock Market, Inc., 1735 K Street, N.W., Washington, D.C. 20006.
IF YOU BELIEVE THAT YOU SHOULD HAVE THE OPPORTUNITY TO DECIDE THE FUTURE OF
YOUR COMPANY AND TO RECEIVE $19 NET PER SHARE IN CASH FOR ALL OF YOUR SHARES,
PARENT AND THE PURCHASER URGE YOU TO COMPLETE, SIGN, DATE AND RETURN YOUR
GOLD-STRIPED PROXY CARD PROMPTLY.
APPROVING THE SPECIAL MEETING PROPOSALS AT THE SPECIAL MEETING WILL BE AN
IMPORTANT STEP IN SECURING THE CONSUMMATION OF THE OFFER AND THE PROPOSED
MERGER. HOWEVER, YOU MUST TENDER YOUR SHARES PURSUANT TO THE OFFER IF YOU WISH
TO PARTICIPATE IN THE OFFER. YOUR EXECUTION OF THE GOLD-STRIPED PROXY CARD
DOES NOT OBLIGATE YOU TO TENDER YOUR SHARES PURSUANT TO THE OFFER, AND YOUR
FAILURE TO EXECUTE THE GOLD-STRIPED PROXY CARD DOES NOT PREVENT YOU FROM
TENDERING YOUR SHARES PURSUANT TO THE OFFER.
Parent intends to continue to seek to negotiate with the Company with
respect to the acquisition of the Company. If such negotiations result in a
definitive merger agreement between the Company and Parent, certain material
terms of the Offer may change and Parent may elect not to proceed with any
solicitation of proxies for use at the Special Meeting. Accordingly, such
negotiations could result in, among other things, termination or amendment of
the Offer and/or submission of a different acquisition proposal to the
Company's shareholders for their approval.
If the Purchaser should terminate or materially amend the terms of the Offer
prior to the Special Meeting, Parent or the Purchaser will disseminate such
information regarding such changes to the Company's shareholders and, in
appropriate circumstances, will provide the Company's shareholders with a
reasonable opportunity to revoke their proxies prior to the Special Meeting.
3
<PAGE>
SPECIAL MEETING PROPOSALS; REQUIRED VOTE
At the Special Meeting, Parent and the Purchaser intend to present the
following resolutions for adoption by the Company's shareholders, in the order
set forth below.
(1) REMOVAL OF ALL CURRENT DIRECTORS. The text of the first resolution
proposed by Parent and the Purchaser for adoption at the Special Meeting by
the Company's shareholders reads as follows:
"RESOLVED, that all of the directors of the Company, including Marvin L.
Isles, Ben R. Stuart, John A. Becker, John W. Guffey, Jr., Ruth M. Davis,
and Benjamin F. Garmer, III, and any other person who is a director of the
Company at the time this resolution takes effect, be, and all of them
hereby are, removed from such office, effective immediately."
According to the Company Charter, approval of this resolution requires the
affirmative vote of holders of at least 66 2/3% of the voting power of the
then outstanding shares of all classes of capital stock of the Company
generally possessing voting rights in the election of directors, voting
together as a single class.
(2) REPEAL OF LATER-ADOPTED BY-LAWS. The text of the second resolution
proposed by Parent and the Purchaser for adoption at the Special Meeting by
the Company's shareholders reads as follows:
"RESOLVED, that each and every provision of the By-laws of the Company and
each and every amendment thereto (other than the amendment proposed by the
proponent of this resolution at the meeting of the Company's shareholders
at which this resolution is adopted) adopted subsequent to March 28, 1997,
or adopted on or prior to that date but not filed by the Company as an
exhibit to any Current Report on Form 8-K, Quarterly Report on Form 10-Q or
Annual Report on Form 10-K of the Company on or prior to March 28, 1997,
be, and each of them hereby is, repealed and of no effect."
According to the Company By-laws, this resolution will be approved if the
number of votes cast in favor of the resolution exceeds the number of votes
cast in opposition to the resolution; provided that, pursuant to the Company
Charter, to the extent this amendment affects Section 3.01 of the Company By-
laws (relating to the powers, number and tenure of directors) or Article IX of
the Company By-laws (relating to the indemnification of officers and
directors), the affirmative vote of holders of at least 66 2/3% of the voting
power of the then outstanding shares of all classes of capital stock of the
Company generally possessing voting rights in the election of directors,
voting together as a single class, shall be required. March 28, 1997 is the
filing date of the Company 10-K with the Commission.
(3) REDUCTION IN THE NUMBER OF DIRECTORS. The text of the third resolution
proposed by Parent and the Purchaser for adoption at the Special Meeting by
the Company's shareholders reads as follows:
"RESOLVED, that the By-laws of the Company be amended, effective
immediately, to delete the first sentence of paragraph (b) of Section 3.01
of Article III thereof in its entirety and to replace such sentence with
the following language:
"(b) The number of directors of the Corporation shall be three (3),
divided into three (3) classes of one (1), one (1) and one (1)
director, respectively."
According to the Company Charter, approval of this resolution requires the
affirmative vote of holders of at least 66 2/3% of the voting power of the
then outstanding shares of all classes of capital stock of the Company
generally possessing voting rights in the election of directors, voting
together as a single class.
(4) ELECTION OF PARENT NOMINEES. Parent and the Purchaser intend to propose
at the Special Meeting that, following the removal of all incumbent directors
of the Company from office and the reduction of the size of the Company Board
to three, the shareholders of the Company elect the three Parent Nominees
named below as directors of the Company to fill the vacancies created by the
removal of such incumbent directors and such reduction in the size of the
Company Board. The text of the fourth resolution proposed by Parent and the
Purchaser for adoption at the Special Meeting by the Company's shareholders
reads as follows:
"RESOLVED, that the shareholders of the Company hereby elect Jeffery T.
Grade, John N. Hanson, and Francis M. Corby, Jr. as directors of the
Company, effective immediately, to hold office until the annual meeting of
shareholders in 1998, 1999 and 2000, respectively, and until their
respective successors are elected and qualified."
4
<PAGE>
According to the WBCL and the Company By-laws, each Parent Nominee to be
elected will be elected by a plurality of the votes cast by the Shares
entitled to vote at the Special Meeting (assuming a quorum is present).
Parent's and the Purchaser's primary purpose in seeking to elect the Parent
Nominees to the Company Board is to obtain the redemption of the Rights (or
the amendment of the Rights Agreement to make the Rights inapplicable to the
Offer and the Proposed Merger) and the approval of the Offer and the Proposed
Merger under Section 180.1141, thereby facilitating the consummation of the
Offer and the Proposed Merger. However, if elected the Parent Nominees would
be responsible for managing the business and affairs of the Company. Each
director has an obligation under applicable law to discharge his duties as a
director on an informed basis, in good faith, with the care an ordinarily
careful and prudent person in a like position would exercise under similar
circumstances and in a manner the director honestly believes to be in the best
interests of the Company. Accordingly, circumstances may arise in which the
interests of Parent, the Purchaser, and their affiliates, on the one hand, and
the interests of other shareholders of the Company, on the other hand, may
differ. In any such case, the Parent Nominees intend to discharge fully their
obligations under applicable law.
THE PARENT NOMINEES ARE COMMITTED, SUBJECT TO THEIR FIDUCIARY DUTIES, TO
GIVING YOU, AS THE OWNERS OF THE COMPANY, THE OPPORTUNITY TO ACCEPT THE
PURCHASER'S PENDING OFFER TO RECEIVE $19 PER SHARE IN CASH FOR YOUR SHARES
PURSUANT TO THE OFFER.
The Parent Nominees have furnished the following information concerning
their principal occupations or employment and certain other matters. Jeffery
T. Grade, John N. Hanson, and Francis M. Corby, Jr., if elected, would hold
office until the Company's Annual Meeting of Shareholders in 1998, 1999 and
2000, respectively, and until a successor has been elected and qualified.
NAME, AGE AND PRINCIPAL OCCUPATION AND
DATE OF ELECTION TO BUSINESS EXPERIENCE
PRESENT POSITIONS DURING LAST FIVE YEARS
------------------- ------------------------
Jeffery T. Grade..................... Chairman and Chief Executive Officer
Director of Parent since: 1983 of Parent since 1993. Chairman of the
Director of the Purchaser since: Board and President of the Purchaser
April 1997 since April 1997. President and Chief
Age 53. Executive Officer of Parent from 1992
to 1993. President and Chief
Operating Officer of Parent from 1986
to 1992. Director, Case Corporation
and Coeur D'Alene Mines Corporation.
John N. Hanson....................... President and Chief Operating Officer
Director of Parent since: 1996 of Parent since 1996. Vice President
Director of the Purchaser since: and Secretary of the Purchaser since
April 1997 April 1997. Executive Vice President
Age 55. and Chief Operating Officer of Parent
from 1995 to 1996. President and
Chief Executive Officer of Joy
Technologies Inc. from 1994 to 1995.
President, Chief Operating Officer
and Director of Joy Technologies Inc.
from 1990 to 1995. Director, Schuller
Corporation.
Francis M. Corby, Jr................. Executive Vice President for Finance
Director of Parent since: 1996 and Administration and Chief
Director of the Purchaser since: Financial Officer of Parent since
April 1997 1995. Vice President and Treasurer of
Age 53. the Purchaser since April 1997.
Senior Vice President, Finance and
Chief Financial Officer of Parent
from 1986 to 1995.
5
<PAGE>
The business address of each Parent Nominee is 3600 South Lake Drive, St.
Francis, Wisconsin 53235. Each of the Parent Nominees is a citizen of the
United States.
Each of the Parent Nominees has consented to serve as a director of the
Company, if elected. Parent and the Purchaser do not expect that any of the
Parent Nominees will be unable to stand for election if the Special Meeting is
held, but, in the event that any vacancy in the Parent Nominees should occur,
Parent will name a substitute nominee. In addition, Parent reserves the right
(i) to nominate additional nominees to fill any director positions created by
the Company Board prior to or at the Special Meeting, and (ii) to nominate or
substitute additional persons if the Company makes or announces any changes to
the Company By-laws or takes or announces any other action that has, or if
consummated would have, the effect of disqualifying any or all of the Parent
Nominees.
According to the Company's publicly filed documents, non-employee directors
of the Company generally are eligible to receive an annual fee and an
additional fee for each meeting of the Company Board attended, along with
certain stock incentive benefits, in accordance with the policies of the
Company; however, each Parent Nominee has indicated that he intends to forego
such fees and stock incentive benefits, if elected. In addition, each of the
Parent Nominees is and is expected to continue to be an employee of Parent,
and, as such, will continue to receive his normal compensation in connection
with such employment. The Parent Nominees, if elected, will be indemnified by
the Company for service as a director of the Company to the extent
indemnification is provided to the directors of the Company under the Company
Charter, the Company By-laws, the WBCL and any other customary practices and
policies. In addition, Parent has agreed to indemnify the Parent Nominees
against certain claims, damages and expenses arising from their standing for
election at the Special Meeting. Schedule II sets forth certain additional
information concerning the Parent Nominees as well as certain information
regarding ownership of Shares by Parent, the Purchaser and the Parent
Nominees.
In accordance with applicable regulations of the Commission, the GOLD-
STRIPED proxy card affords each shareholder the opportunity to designate the
names of any of the Parent Nominees whom such shareholder does not desire to
elect. Notwithstanding the foregoing, Parent and the Purchaser recommend that
shareholders vote FOR all of the Parent Nominees.
PARENT AND THE PURCHASER STRONGLY RECOMMEND A VOTE FOR REMOVAL OF THE
INCUMBENT DIRECTORS OF THE COMPANY, FOR THE AMENDMENTS TO THE COMPANY BY-LAWS
AND FOR THE ELECTION OF THE PARENT NOMINEES.
IF EACH OF THE SPECIAL MEETING PROPOSALS IS NOT APPROVED BY THE COMPANY'S
SHAREHOLDERS, AND AS A RESULT CERTAIN CONDITIONS TO THE OFFER ARE NOT
SATISFIED, PARENT AND THE PURCHASER MAY EITHER (I) TERMINATE THE OFFER OR (II)
CONTINUE TO PURSUE THE OFFER AND THE SATISFACTION OF THE CONDITIONS TO THE
OFFER THROUGH NEGOTIATION, LITIGATION AND OTHER MEANS.
Shareholders will have no appraisal or similar rights of dissent with
respect to the Special Meeting Proposals.
VOTING AT THE SPECIAL MEETING
The Company Charter provides that holders of Shares are entitled to one vote
for each Share held by them on all matters brought before the Company's
shareholders for a vote, including each of the Special Meeting Proposals.
6
<PAGE>
PROXY PROCEDURES
On , 1997, the Company Board announced that , 1997, would be the
Special Meeting Record Date. Only holders of record as of the close of
business on the Special Meeting Record Date will be entitled to vote at the
Special Meeting. If you are a shareholder of record on the Special Meeting
Record Date, you will retain your voting rights for the Special Meeting even
if you sell your Shares after the Special Meeting Record Date or if you tender
your Shares, before or after the Special Meeting Record Date, pursuant to the
Offer. The tender of Shares pursuant to the Offer does not constitute the
grant to the Purchaser of a proxy or any voting rights with respect to the
tendered Shares until such time as such Shares are accepted for payment by the
Purchaser. ACCORDINGLY, IT IS IMPORTANT THAT YOU VOTE THE SHARES HELD BY YOU
ON THE SPECIAL MEETING RECORD DATE OR GRANT A PROXY TO VOTE SUCH SHARES ON THE
GOLD-STRIPED SPECIAL MEETING PROXY CARD, EVEN IF YOU SELL SUCH SHARES AFTER
THE SPECIAL MEETING RECORD DATE OR TENDER SUCH SHARES PURSUANT TO THE OFFER.
IN ORDER FOR YOUR VIEWS ON THE SPECIAL MEETING PROPOSALS TO BE REPRESENTED
AT THE SPECIAL MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED GOLD-
STRIPED SPECIAL MEETING PROXY CARD AND RETURN IT TO PARENT, C/O GEORGESON OR
KISSEL-BLAKE, IN THE ENCLOSED ENVELOPE IN TIME TO BE VOTED AT THE SPECIAL
MEETING. Execution of the GOLD-STRIPED Special Meeting proxy card will not
affect your right to attend the Special Meeting and to vote in person.
The accompanying GOLD-STRIPED Special Meeting proxy card will be voted at
the Special Meeting in accordance with your instructions on such card. You may
vote FOR or AGAINST or ABSTAIN with respect to each of the Special Meeting
Proposals, except the proposal to elect the Parent Nominees for which you may
vote FOR ALL NOMINEES or to WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES. In
addition, in accordance with applicable regulations of the Commission, the
GOLD-STRIPED proxy card affords each shareholder the opportunity to designate
the name of any Parent Nominee whom such shareholder does not desire to elect
to the Company Board. Notwithstanding the foregoing, Parent and the Purchaser
recommend that shareholders vote FOR all of the Parent Nominees. The persons
named as proxies in the GOLD-STRIPED proxy card will vote, in their
discretion, for the Parent Nominees for whom authority has not been withheld.
Under the WBCL and the Company By-laws, a majority of the votes entitled to
be cast on a matter, represented in person or by proxy, constitutes a quorum.
Both abstentions and broker non-votes are counted as votes which are "present"
for purposes of determining whether a quorum exists. Once a Share is
represented for any purpose at a meeting (other than to object to the holding
of or the transaction of business at the meeting), it is considered present
for the remainder of the meeting (and any adjournment thereof).
Both abstentions and broker non-votes will have the effect of votes cast
against the first and third proposals and, to the extent any proposed
amendment pursuant to the second proposal requires the affirmative vote of
holders of at least 66 2/3% of the voting power of the then outstanding shares
of all classes of capital stock of the Company generally possessing voting
rights in the election of directors, voting together as a single class, the
second proposal. With respect to any proposed amendment pursuant to the second
proposal for which the requisite vote is a majority of the votes cast, neither
abstentions nor broker non-votes will have any effect because they are not
considered votes cast. Because directors are elected by a plurality of the
votes cast, Shares not voted and broker non-votes will have no effect in the
election of directors.
IF NO MARKING IS MADE, YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO THE
PERSONS APPOINTED BY THE PROXIES TO BE SOLICITED BY PARENT AND THE PURCHASER
FOR THE SPECIAL MEETING TO VOTE ALL THE SHARES REPRESENTED BY EACH GOLD-
STRIPED SPECIAL MEETING PROXY CARD AT THE SPECIAL MEETING FOR REMOVAL OF ALL
OF THE INCUMBENT DIRECTORS OF THE COMPANY AND THE ELECTION OF ALL OF THE
PARENT NOMINEES PROPOSED TO REPLACE THEM AT THE SPECIAL MEETING, AS WELL AS
FOR EACH OF THE OTHER SPECIAL MEETING PROPOSALS AND ON ALL OTHER MATTERS THAT
MAY PROPERLY COME BEFORE THE SPECIAL MEETING.
IF ANY OF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK
NOMINEE OR OTHER NOMINEE, ONLY IT CAN EXECUTE A PROXY FOR SUCH SHARES AND WILL
DO SO ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, PLEASE
CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON TO
EXECUTE THE GOLD-STRIPED SPECIAL MEETING PROXY.
7
<PAGE>
You may revoke your proxy at any time before it is voted by executing and
delivering a written revocation to the Secretary of the Company or the acting
secretary of the Special Meeting c/o Giddings & Lewis, Inc., 142 Doty Street,
Fond du Lac, Wisconsin 54935 or by signing and returning a later dated proxy.
Parent and the Purchaser request that you send a copy of any revocation sent
to the Company to Harnischfeger Industries, Inc., 3600 South Lake Drive, St.
Francis, Wisconsin 53235, c/o K. Thor Lundgren, Executive Vice President for
Law and Government Affairs, Secretary and General Counsel. A revocation may be
in any written form, provided that it clearly states that your proxy is no
longer effective. A proxy may also be revoked by oral notice given by the
shareholder to the presiding officer during the Special Meeting. Any
revocation of a proxy will not affect any action taken by the proxy holders
pursuant to such proxy prior to such revocation. Your presence at the Special
Meeting of the Company's shareholders will not, without more, revoke your
proxy. ONLY YOUR LATEST DATED GOLD-STRIPED SPECIAL MEETING PROXY CARD WILL
COUNT AT THE SPECIAL MEETING.
SOLICITATION OF PROXIES
Proxies for the Special Meeting may be solicited by mail, telephone,
telecopier or the Internet and in person. Solicitations may be made by
directors, officers, investor relations personnel and other employees of
Parent or the Purchaser, none of whom will receive additional compensation for
such solicitations. Parent has requested banks, brokerage houses and other
custodians, nominees and fiduciaries to forward all of its solicitation
materials to the beneficial owners of the Shares they hold of record. Parent
will reimburse these record holders for customary clerical and mailing
expenses incurred by them in forwarding these materials to their customers.
Parent has retained Georgeson and Kissel-Blake for solicitation and advisory
services in connection with (i) this solicitation and (ii) the solicitation of
Written Demands to call the Special Meeting. Parent has also retained
Georgeson and Kissel-Blake to act as Information Agents in connection with the
Offer. Parent will pay usual and customary compensation for all such services,
including fees aggregating up to $ and will reimburse each of the
Information Agents for reasonable out-of-pocket expenses in connection
therewith. Parent has agreed to indemnify each of the Information Agents
against certain liabilities and expenses in connection with the Offer,
including, without limitation, certain liabilities under the federal
securities laws. Georgeson and Kissel-Blake will solicit Written Demands and
proxies from individuals, brokers, bank nominees and other institutional
holders. It is anticipated that Georgeson and Kissel-Blake will employ
approximately 50 and 42 employees, respectively, to solicit Written Demands
and proxies in connection with the calling of and voting at the Special
Meeting.
Lehman Brothers Inc. ("Lehman Brothers") is acting as Dealer Manager in
connection with the Offer and as Parent's financial advisor with respect to
the Offer and the Proposed Merger. As compensation for such services, Parent
has agreed to pay or cause to be paid to Lehman Brothers (i) if Parent or any
of its affiliates acquires substantially all of the assets of the Company or
becomes a party to any merger or consolidation with the Company, $3.5 million,
or (ii) if a transaction is not consummated, a fee equal to 7% of Parent's
profits from the sale of its Shares or of any termination fee received. The
first $250,000 of the fee payable under (i) above is payable within ten days
of commencement of the Offer, regardless of whether the full amount of such
fee ever becomes payable. Parent has also agreed to reimburse Lehman Brothers
for certain reasonable expenses incurred in connection with Lehman Brothers'
engagement, and has also agreed to indemnify Lehman Brothers (and certain
affiliated persons) against certain liabilities and expenses, which would
include, without limitation, certain liabilities under the federal securities
laws.
Lehman Brothers has advised Parent and the Purchaser that it does not admit
that it or any of its directors, officers or employees is a "participant" as
defined in Schedule 14A promulgated under the Securities Exchange Act of 1934,
as amended, in the solicitation of Written Demands or proxies, or that
Schedule 14A requires the disclosure of certain information concerning Lehman
Brothers. In connection with Lehman Brothers' role as financial advisor to
Parent, Lehman Brothers and the following investment banking employees of
Lehman Brothers may, for the purpose of assisting in the solicitation of
Written Demands to call the Special Meeting and proxies for the Special
Meeting, communicate in person, by telephone or otherwise with a limited
number of institutions, brokers or other persons who are shareholders of the
Company: G. Tilles, S. Mohr, J. Seaman and J. Lucci. Lehman Brothers will not
receive any fee for or in connection with such solicitation activities apart
from
8
<PAGE>
the fees which it is otherwise entitled to receive as described above. In the
normal course of its business, Lehman Brothers is a market maker with respect
to the Shares and regularly buys and sells Shares for its own account and for
the accounts of its customers, which transactions may result in Lehman
Brothers and its associates having at any time a net "long" or net "short"
position in Shares or option contracts with other derivatives in or relating
to Shares. As of April 18, 1997, Lehman Brothers had a net "long" position of
397 Shares.
The entire expense of soliciting Written Demands and proxies for the Special
Meeting is being borne by Parent. Parent does not currently intend to seek
reimbursement for such expenses from the Company. Costs incidental to such
Written Demands and proxies include expenditures for printing, postage, legal
and related expenses and are expected to be approximately $1.1 million. Total
costs incurred to date in furtherance of or in connection with such Written
Demands and proxies are approximately $25,000. In addition, pursuant to the
Company By-laws, in connection with Parent's solicitation of the Written
Demands, Parent and certain other persons (the "Soliciting Shareholders") were
required to agree to pay the Company's costs of holding the Special Meeting,
including the costs of preparing and mailing proxy materials for the Company's
own solicitation (the "Company Costs"). Under the Company By-laws, however,
the Soliciting Shareholders are not required to pay any Company Costs if each
of the resolutions introduced by any Soliciting Shareholder at the Special
Meeting is adopted, and each of the individuals nominated by or on behalf of
any Soliciting Shareholder for election as a director at the Special Meeting
is elected. Parent has agreed to pay any Company Costs required to be paid by
itself and any other Soliciting Shareholder pursuant to Section 2.03 of the
Company By-laws and has agreed to reimburse in full the other Soliciting
Shareholders for any reasonable expenses incurred by such parties in
connection therewith. Parent is unable to estimate the amount of such Company
Costs.
SHAREHOLDER PROPOSALS
According to the Company's proxy statement for the 1997 Annual Meeting of
Shareholders, proposals which shareholders of the Company intend to present at
and have included in the Company's proxy statement for the 1998 annual meeting
must be received by the Company by the close of business on November 21, 1997.
In addition, the proxy statement states that a shareholder who otherwise
intends to present business at the 1998 annual meeting (including nominating
persons for election as directors) must comply with the requirements set forth
in the Company By-laws. The proxy statement states that, among other things,
to bring business before an annual meeting, a shareholder must give written
notice thereof to the Secretary of the Company in advance of the meeting in
compliance with the terms and within the time periods specified in the Company
By-laws.
OTHER INFORMATION
Parent and the Purchaser. Parent, whose principal offices are located in St.
Francis, Wisconsin, is a Delaware corporation and a holding company for
subsidiaries involved in the worldwide manufacture and distribution of surface
mining equipment; underground mining equipment; pulp and papermaking
machinery; and material handling equipment. In early fiscal 1996, Parent
completed the acquisition of Dobson Park Industries plc ("Dobson"), an
industrial engineering group with interests in underground mining equipment,
industrial electronic control systems, toys and plastics. Dobson's principal
subsidiary, Longwall International, is engaged in the manufacture, sale and
service of mining equipment for the international underground coal mining
industry and has been integrated into the Parent's Mining Equipment Segment.
In March 1996, Parent completed the purchase of the assets of the pulp
machinery division of Ingersoll-Rand Company.
Parent is the direct successor to a business begun over 100 years ago in
Wisconsin which, through its subsidiaries, manufactures and markets products
classified into three industry segments: Mining Equipment, Pulp and
Papermaking Machinery, and Material Handling.
The Purchaser is a newly incorporated Delaware corporation and a wholly
owned subsidiary of Parent which to date has not conducted any business other
than in connection with the Offer and the Proposed Merger. The
9
<PAGE>
principal executive offices of Parent and the Purchaser are located at 3600
South Lake Drive, St. Francis, Wisconsin 53235. Parent owns all of the
outstanding shares of the Purchaser.
From time to time, in the ordinary course of business, Parent makes
purchases from and sales to the Company of certain products, which
transactions are on terms and conditions customary for the industry and
negotiated at arm's length. Neither purchases by Parent from the Company nor
sales by Parent to the Company have exceeded $5 million in the aggregate in
any of Parent's or the Company's past three fiscal years.
Directors and Executive Officers. Certain information about the directors
and executive officers of Parent and the Purchaser who may also assist
Georgeson and Kissel-Blake in soliciting proxies and Written Demands is set
forth in the attached Schedule I.
Other Information. Schedule II sets forth certain information relating to
Shares owned by Parent and the Purchaser. Schedule III sets forth certain
information, as made available in public documents, regarding Shares held by
the Company's principal shareholders and its management.
THIS PROXY STATEMENT IS NEITHER A REQUEST FOR THE TENDER OF SHARES NOR AN
OFFER WITH RESPECT THERETO. THE PURCHASER'S PENDING OFFER IS BEING MADE ONLY
BY MEANS OF THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL. FOR
ADDITIONAL COPIES OF THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL, CALL
THE INFORMATION AGENTS FOR THE OFFER AT ONE OF THE FOLLOWING NUMBERS: BANKS
AND BROKERS CALL (212) 344-6733, ALL OTHERS CALL TOLL-FREE (800) 554-7733.
PLEASE INDICATE YOUR SUPPORT OF THE PURCHASER'S PENDING OFFER BY COMPLETING,
SIGNING AND DATING THE ENCLOSED GOLD-STRIPED SPECIAL MEETING PROXY CARD AND
RETURNING IT PROMPTLY TO THE INFORMATION AGENTS IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS NECESSARY IF THE ENVELOPE IS MAILED IN THE UNITED STATES.
YOUR SUPPORT IS IMPORTANT! PLEASE COMPLETE, SIGN, DATE AND MAIL THE
ACCOMPANYING GOLD-STRIPED SPECIAL MEETING PROXY PROMPTLY.
HARNISCHFEGER INDUSTRIES, INC.
DSFA CORPORATION
, 1997
10
<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF PARENT AND THE PURCHASER
DIRECTORS AND EXECUTIVE OFFICERS OF PARENT. The following table sets forth
the name, business or residence address, principal occupation or employment at
the present time and during the last five years, and the name and principal
business of any corporation or other organization in which such employment is
conducted or was conducted of each director and executive officer of Parent.
Except as otherwise noted, each of the Parent's directors and executive
officers is a citizen of the United States. The business address of each
executive officer of Parent is 3600 South Lake Drive, St. Francis, Wisconsin
53235. Each occupation set forth opposite a person's name, unless otherwise
indicated, refers to employment with Parent. Directors are indicated by an
asterisk.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR
NAME, BUSINESS OR EMPLOYMENT AND MATERIAL
RESIDENCE ADDRESS, AGE OCCUPATIONS FOR PAST FIVE YEARS
---------------------- -------------------------------
<S> <C>
* Donna M. Alvarado........................ Principal of Aguila International, an
The Thurber Center international business development
91 Jefferson Avenue consulting firm based in Columbus, Ohio,
Columbus, Ohio 43215 since 1994. President and Chief Executive
Director since: 1992- Officer of Quest International, a non-profit
Age 48. educational organization based in Granville,
Ohio, from 1989 to 1994. Director, Park
National Bank.
* Larry D. Brady........................... President of FMC Corporation, a world leader
FMC Corporation in production of chemicals and machinery for
200 E. Randolph Drive industry, government and agriculture, since
Chicago, Illinois 60601 1993. Director of FMC Corporation since
Director since: 1995 1989. Chairman of United Defense L.P.
Age 54. Director, National Merit Scholarship
Foundation and National Association of
Manufacturers.
* Francis M. Corby, Jr..................... Executive Vice President for Finance and
Director since: 1996 Administration and Chief Financial Officer
Age 53. since 1995. Senior Vice President, Finance
and Chief Financial Officer from 1986 to
1995.
* John D. Correnti......................... President, Chief Executive Officer and
Nucor Corporation Director of Nucor Corporation, a major steel
2100 Rexford Road producer headquartered in Charlotte, North
Charlotte, North Carolina 28211 Carolina, since 1996. President, Chief
Director since: 1994 Operating Officer and Director of Nucor,
Age 49. from 1991 to 1995. Director, CEM
Corporation, Navistar International
Corporation and North Carolina Board of
Wachovia Bank.
* Harry L. Davis........................... Professor of Creative Management at the
842 Western Avenue University of Chicago since 1994. Professor
Flossmoor, Illinois 60422 of Marketing from 1963 to 1994. Deputy Dean
Director since: 1987 of the Graduate School of Business at the
Age 59. University of Chicago from 1983 to 1993.
Director, Golden Rule Insurance Company.
</TABLE>
I-1
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR
NAME, BUSINESS OR EMPLOYMENT AND MATERIAL
RESIDENCE ADDRESS, AGE OCCUPATIONS FOR PAST FIVE YEARS
---------------------- -------------------------------
<S> <C>
* Robert M. Gerrity........................ Chairman and Chief Executive Officer of
Gerrity Partners Antrim Group Inc., a Michigan-based
114 Division Street technology corporation, since December,
Bellaire, Michigan 49615 1996. Director and former President and
Director since: 1994 Chief Executive Officer of Ford New Holland,
Age 59. now New Holland n.v., a London-based
agricultural and industrial equipment
manufacturer. Director, Libralter Engineered
Systems, Rubbermaid, Inc. and Standard Motor
Products, Inc.
* Jeffery T. Grade......................... Chairman and Chief Executive Officer since
Director since: 1983 1993. President and Chief Executive Officer
Age 53. from 1992 to 1993. President and Chief
Operating Officer from 1986 to 1992.
Director, Case Corporation and Coeur D'Alene
Mines Corporation.
* John N. Hanson........................... President and Chief Operating Officer since
Director since: 1996 1996. Executive Vice President and Chief
Age 55. Operating Officer from 1995 to 1996.
President and Chief Executive Officer of Joy
Technologies Inc. from 1994 to 1995.
President, Chief Operating Officer and
Director of Joy Technologies Inc. from 1990
to 1995. Director, Schuller Corporation.
* Robert B. Hoffman........................ Senior Vice President and Chief Financial
Monsanto Company Officer of Monsanto Company, a diversified
800 North Lindbergh Blvd. company in chemicals, pharmaceuticals, food
St. Louis, Missouri 63167 products and agricultural chemicals, since
Director since: 1994 1994. Vice President-International of FMC
Age 60. Corporation, a manufacturer of machinery and
chemical products, from 1990 to 1994.
Director, Kemper Group of Municipal Funds
and Boatmen's Trust Company.
* Ralph C. Joynes.......................... Retired Vice Chairman, President and Chief
3 John Christopher Court Operating Officer of USG Corporation,
Richmond, Virginia 23226 international manufacturer of building
Director since: 1988 materials and construction systems.
Age 68.
* Jean-Pierre Labruyere.................... Chairman and Chief Executive of Labruyere,
Societe Financiere Eberle, a financial holding company based in
Labruyere, Eberle France with global interests in many
70 Avenue Edouard-Herriot business areas including oil and gas
71003 Macon France importation and distribution and food
Director since: 1994 distribution, since 1972. Director, Promodes
Citizenship: French S.A. Martin Maurel Bank--Banque de France
Age 59. Adviser.
</TABLE>
I-2
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR
NAME, BUSINESS OR EMPLOYMENT AND MATERIAL
RESIDENCE ADDRESS, AGE OCCUPATIONS FOR PAST FIVE YEARS
---------------------- -------------------------------
<S> <C>
* L. Donald LaTorre........................ Retired President and Chief Operating
Engelhard Corporation Officer, Engelhard Corporation, a world-
101 Wood Avenue leading provider of environmental
Iselin, New Jersey 08830 technologies, specialty chemical products,
Director since: 1997 engineered materials and services, since
Age 59. January 31, 1997. President and Chief
Operating Officer from 1995 to 1997. Senior
Vice President and Chief Operating Officer
from 1990 to 1995. Director, Engelhard
Corporation and N.E. Chemcat Corp.
K. Thor Lundgren........................... Executive Vice President for Law and
Age 49. Government Affairs, Secretary and General
Counsel since December 1994; Senior Vice
President, General Counsel and Secretary
from 1991 to December 1994. Prior to joining
Parent in September 1991, Mr. Lundgren was a
partner with the law firm of Michael, Best &
Friedrich.
* Leonard E. Redon......................... President and Chief Executive Officer,
Eastman Kodak Company Qualex, Inc., a wholesale photoprocessor
343 State Street company headquartered in Durham, North
Rochester, New York 14650 Carolina. Vice President of Eastman Kodak
Director since: 1997 Company, a company engaged worldwide in
Age 45. developing, manufacturing and marketing
consumer and commercial imaging products,
and President, Customer Equipment Services
Division of Eastman Kodak, since 1995.
General Manager and Vice President of
Government and Education Markets from 1994
to 1995. General Manager and Vice President
of Markets Development, U.S. and Canada from
1991 to 1994.
* Donald Taylor............................ Principal in Sullivan Associates, specialists
Sullivan Associates in board of director searches, since 1992.
5215 North Ironwood Road, Suite 107 Managing Director-USA, ANATAR Investments
Milwaukee, Wisconsin 53217 Limited, a venture capital specialist, from
Director since: 1979 1990 to 1992. Director, Banta Corporation,
Age 69. Johnson Controls, Inc., Superior Services,
Inc. and The Enhancers, Inc.
</TABLE>
DIRECTORS AND EXECUTIVE OFFICERS OF THE PURCHASER. The directors of the
Purchaser are Jeffery T. Grade, John N. Hanson and Francis M. Corby, Jr. Mr.
Grade is the Chairman of the Board and President of the Purchaser, Mr. Hanson
is Vice President and Secretary, and Mr. Corby is Vice President and
Treasurer. Each director and officer was appointed or elected in April 1997.
Each of such persons is an officer and director of Parent. Additional
information regarding the directors and officers of the Purchaser is set forth
above.
I-3
<PAGE>
SCHEDULE II
SHARES HELD BY PARENT AND THE PURCHASER
I. TRANSACTIONS IN SHARES BY PARENT AND THE PURCHASER
Parent is the beneficial owner of an aggregate of 789,600 Shares, of which
the Purchaser is the record holder and beneficial owner of 1,000 Shares. All
of such Shares were purchased for cash in open market transactions as follows:
<TABLE>
<CAPTION>
SHARES PRICE PAID
TRANSACTION DATE PURCHASED PER SHARE*
---------------- --------- ----------
<S> <C> <C>
28-Feb-97............................................ 45,000 $13.8750
03-Mar-97............................................ 2,500 $13.6250
04-Mar-97............................................ 18,900 $13.6250
04-Mar-97............................................ 21,100 $13.7500
05-Mar-97............................................ 22,100 $13.7500
11-Mar-97............................................ 10,000 $14.0000
12-Mar-97............................................ 15,000 $14.0000
13-Mar-97............................................ 5,000 $14.0000
14-Mar-97............................................ 300,000 $14.1250
24-Mar-97............................................ 350,000 $14.5000
</TABLE>
--------
* Exclusive of commissions.
On April 15, 1997, Parent contributed to the Purchaser 1,000 Shares in
exchange for 1,000 shares of Common Stock, par value $.10 per share, of the
Purchaser.
II. TRANSACTIONS IN SHARES BY DIRECTORS AND EXECUTIVE OFFICERS OF PARENT AND
THE PURCHASER AND THE PARENT NOMINEES
Except as disclosed in this Schedule II, none of Parent, the Purchaser, any
of their respective directors or executive officers or the Parent Nominees
owns any securities of the Company or of any subsidiary of the Company,
beneficially or of record, has purchased or sold any of such securities within
the past two years or was within the past year a party to any contract,
arrangement or understanding with any person with respect to any such
securities. Except as disclosed in this Schedule II, to the knowledge of
Parent, no associate of Parent, the Purchaser, any of their respective
directors or executive officers or the Parent Nominees beneficially owns,
directly or indirectly, any securities of the Company.
To the knowledge of Parent, other than disclosed in the Proxy Statement or
this Schedule II, none of Parent, the Purchaser, any of their respective
directors or executive officers or the Parent Nominees has any substantial
interest, direct or indirect, by security holdings or otherwise, in any matter
to be acted upon at the Special Meeting.
None of the Parent Nominees has, during the last ten years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
II-1
<PAGE>
SCHEDULE III
PRINCIPAL SHAREHOLDERS OF THE COMPANY
AND SHAREHOLDINGS OF THE COMPANY'S MANAGEMENT
Set forth below is information regarding Shares owned by (i) directors and
executive officers of the Company and (ii) those persons owning more than 5%
of the outstanding Shares. Such information is obtained from the Company's
proxy statement for the Company's 1997 Annual Meeting of Shareholders, filed
with the Commission on March 21, 1997.
MANAGEMENT
(AS OF MARCH 1, 1997)
The following table sets forth information, as of March 1, 1997, regarding
beneficial ownership of Shares by each director, certain named executive
officers, and all of the directors, nominees and executive officers as a
group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL PERCENT OF
NAME OF BENEFICIAL OWNER OWNERSHIP(1)(2) CLASS
------------------------ -------------------- ----------
<S> <C> <C>
John A. Becker.............................. 4,896 *
Joseph R. Coppola........................... 344,430(3) 1.0%
Ruth M. Davis............................... 2,696 *
Clyde H. Folley............................. 7,339(4)(5) *
Benjamin F. Garmer, III..................... 4,696 *
John W. Guffey, Jr.......................... 4,984 *
Marvin L. Isles............................. 110,000 *
Ben R. Stuart............................... 3,696 *
Heinz G. Anders............................. 88,000 *
Stephen M. Peterson......................... 87,517 *
Philip N. Ciarlo............................ 64,000 *
Richard C. Kleinfeldt....................... 125,566(6) *
All directors and executive officers
as a group (18 persons).................... 1,301,377 3.8%
</TABLE>
- --------
*Less than one percent.
(1) Includes the following Shares subject to stock options which are currently
exercisable or exercisable within 60 days of March 1, 1997: Mr. Becker,
2,000 Shares; Mr. Coppola, 291,000 Shares; Dr. Davis, 1,000 Shares; Mr.
Folley, 2,000 Shares; Mr. Garmer, 2,000 Shares; Mr. Stuart, 1,000 Shares;
Mr. Anders, 31,000 Shares; Mr. Peterson, 31,367 Shares; Mr. Ciarlo, 13,000
Shares; Mr. Kleinfeldt, 62,287 Shares; and all directors and executive
officers as a group, 623,334 Shares.
(2) Includes the following restricted Shares granted under either the
Company's 1989 Restricted Stock Plan or the Company's 1993 Stock and
Incentive Plan, over which the holders have sole voting but no investment
power: Mr. Becker, 1,696 Shares; Mr. Coppola, 357 Shares; Dr. Davis, 1,696
Shares; Mr. Folley, 1,339 Shares; Mr. Garmer, 1,696 Shares; Mr. Guffey,
984 Shares; Mr. Isles, 75,000 Shares; Mr. Stuart, 1,696 Shares; Mr.
Anders, 51,000 Shares; Mr. Peterson, 45,000 Shares; Mr. Ciarlo, 51,000
Shares; Mr. Kleinfeldt, 36,000 Shares; and all directors, nominees and
executive officers as a group, 498,064 Shares. The restricted Shares
reflected in the table include Shares granted to the executive officers in
February 1997.
(3) Mr. Coppola's current term as a director is scheduled to expire in April
1997.
(4) Mr. Folley's current term as a director is scheduled to expire in April
1997.
(5) Mr. Folley shares voting and investment power over 4,000 Shares with his
wife.
(6) Mr. Kleinfeldt retired as Vice President--Finance and as a director of the
Company in December 1996.
III-1
<PAGE>
OTHER BENEFICIAL OWNERS
The following table sets forth information, as of December 31, 1996,
regarding beneficial ownership by the only persons known to the Company as
disclosed in the Company Annual Meeting Proxy Statement to own more than 5% of
the outstanding Shares. The Annual Meeting Proxy Statement stated that the
beneficial ownership set forth below has been reported on filings made on
Schedule 13G with the Commission by the beneficial owners.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL OWNERSHIP
---------------------------------
VOTING POWER INVESTMENT POWER
---------------- ----------------
PERCENT
NAME AND ADDRESS OF OF
BENEFICIAL OWNER SOLE SHARED SOLE SHARED AGGREGATE CLASS
- ------------------- --------- ------ --------- ------ --------- -------
<S> <C> <C> <C> <C> <C> <C>
State of Wisconsin In-
vestment Board.......... 3,120,000 -0- 3,120,000 -0- 3,120,000 9.4%
P.O. Box 7842
Madison, Wisconsin 53707
Sanford C. Bernstein &
Co., Inc. .............. 1,446,450 27,950 1,710,200 -0- 1,710,200 5.2%
767 Fifth Avenue
New York, New York 10153
</TABLE>
III-2
<PAGE>
- -------------------------------------------------------------------------------
IMPORTANT
If your Shares are registered in your own name, you may mail or fax your
GOLD-STRIPED proxy card (both sides) to Georgeson & Company Inc. or Kissel-
Blake Inc. at their respective addresses or fax numbers listed below.
If your Shares are held in "street name"--held by your brokerage firm or
bank--immediately instruct your broker or bank representative to sign Parent's
GOLD-STRIPED proxy card on your behalf.
If you have any questions concerning the tender offer material you have
previously received, or need assistance tendering your Shares pursuant to the
Offer, please call Kissel-Blake Inc. at the number listed below.
IF YOU HAVE ANY QUESTIONS REGARDING YOUR PROXY, OR NEED ASSISTANCE IN VOTING
YOUR SHARES, PLEASE CALL GEORGESON & COMPANY INC. AT THE NUMBERS LISTED BELOW.
GEORGESON
& COMPANY INC. KISSEL BLAKE INC.
Wall Street Plaza 110 Wall Street
New York, New York 10005 New York, New York 10005
Banks and Brokers Call Collect:
(212) 440-9800
Banks and Brokers Call: (212) 344-6733
All Others Call Toll-Free: (800) 223-2064 All Others Call Toll-Free: (800)
Facsimile: 554-7733
Facsimile: (212) 809-1208
- -------------------------------------------------------------------------------
<PAGE>
PROXY GIDDINGS & LEWIS, INC.
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON , 1997
THIS PROXY IS SOLICITED BY
HARNISCHFEGER INDUSTRIES, INC.
AND
DSFA CORPORATION.
The undersigned hereby appoints Francis M. Corby, Jr. and K. Thor Lundgren,
and each of them, with full power of substitution, the proxies of the
undersigned to represent and to vote all of the outstanding shares of Common
Stock, $.10 par value per share ("Shares"), of Giddings & Lewis, Inc. (the
"Company") that the undersigned is entitled to vote at the Special Meeting of
Shareholders of the Company to be held on , 1997 (the "Special Meeting"), or
at any adjournment or postponement of the Special Meeting, on the following
matters which are described in the Proxy Statement (the "Proxy Statement"; all
capitalized terms used herein without definition having the meaning set forth
therein) of Harnischfeger Industries, Inc. ("Harnischfeger") and DSFA
Corporation ("DSFA"), dated , 1997, as follows:
HARNISCHFEGER AND DSFA RECOMMEND THAT YOU VOTE "FOR" ITEMS 1-4.
FIRST PROPOSAL: Resolution calling for removal of all current directors.
[_] FOR [_] AGAINST [_] ABSTAIN
SECOND PROPOSAL: Resolution calling for the repeal of each provision of the
Company By-laws or amendments thereto (other than the amendment referred to in
the third proposal below) adopted subsequent to March 28, 1997, or adopted on
or prior to that date but not filed as an exhibit to the Company's public
filings on or prior to such date.
[_] FOR [_] AGAINST [_] ABSTAIN
THIRD PROPOSAL: Resolution calling for amendment of the Company By-laws to fix
the number of directors at three.
[_] FOR [_] AGAINST [_] ABSTAIN
FOURTH PROPOSAL: To elect Jeffery T. Grade, John N. Hanson, and Francis M.
Corby, Jr. as directors of the Company to hold office until the annual meeting
of shareholders in 1998, 1999 and 2000, respectively.
[_] FOR ALL NOMINEES (except as marked to the contrary below) [_] WITHHOLD
AUTHORITY TO VOTE FOR ALL NOMINEES
INSTRUCTION: To withhold authority to vote for the election of one or more of
the nominees listed above, and to vote for the others, mark FOR ALL NOMINEES
above and write the name(s) of the person(s) with respect to whom you wish to
withhold authority to vote here:
- ------------------------
PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE
[PROXY CONTINUED AND TO BE DATED AND SIGNED ON REVERSE]
<PAGE>
The proxies of the undersigned named above are authorized to vote, in their
discretion, for the election of such substitute nominee(s) for director as such
proxies may select in the event that any nominee(s) named above become(s)
unable to serve, and upon such other matters as may properly come before the
Special Meeting and any adjournment or postponement thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER MARKED HEREIN
BY THE UNDERSIGNED. IF NO MARKING IS MADE AS TO ANY PROPOSAL OR ALL PROPOSALS,
THIS PROXY WILL BE VOTED "FOR" EACH OF THE FOUR PROPOSALS DESCRIBED ABOVE. THE
UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT OF HARNISCHFEGER
AND DSFA DATED , 1997, SOLICITING PROXIES FOR THE SPECIAL MEETING.
All previous proxies given by the undersigned to vote at the Special Meeting
or at any adjournment or postponement thereof are hereby revoked.
Please sign exactly as name appears on
this Proxy:
----------------------------------------
(Signature)
----------------------------------------
(Signature, if jointly held)
Title:
----------------------------------------
Dated:
, 1997
When Shares are held by joint tenants,
both should sign. When signing as an
attorney, executor, administrator,
trustee or guardian, give full title as
such. If a corporation, sign in full
corporate name by President or other
authorized officer. If a partnership,
sign in partnership name by authorized
person.
PLEASE COMPLETE, SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY TO
HARNISCHFEGER INDUSTRIES, INC., C/O GEORGESON & COMPANY INC. AND KISSEL-BLAKE
INC., IN THE ENCLOSED ENVELOPE.
