SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 13
(FINAL AMENDMENT)
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, and is the final
amendment to, 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 Offer expired at midnight, E.D.T., on Friday, June
20, 1997 (the "Expiration Time"), and will not be extended. As
certain conditions to the Offer were not satisfied as of the
Expiration Time, no Common Shares were purchased and all Common
Shares tendered and not properly withdrawn as of the Expiration
Time will be returned by the Depositary.
As of the Expiration Time, 506,923 Common Shares were
validly tendered and not properly withdrawn.
On June 23, 1997, Parent issued a press release
relating to expiration of the Offer. The full text of such press
release is filed herewith as Exhibit (a)(23) and is incorporated
herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(23) Press release, dated June 23, 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 23, 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.
(a)(21)* Press release, dated June 12, 1997, issued by
Parent.
(a)(22)* Press release, dated June 13, 1997, issued by
Parent.
(a)(23) Press release, dated June 23, 1997, issued by
Parent.
_______________________________
* Previously filed.<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
(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.
(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)(23)
HARNISCHFEGER INDUSTRIES, INC.
NEWS RELEASE
For further Information on this release, call
Contact:
Jeffery T. Grade John Nils Hanson
Chairman and President and
Chief Executive Officer Chief Operating Officer
(414) 486-6860 (414) 486-6840
HARNISCHFEGER OFFER FOR G&L TERMINATED
MILWAUKEE -- June 23, 1997 -- Harnischfeger Industries, Inc.
(NYSE:HPH) announced that its tender offer for Giddings & Lewis
(NASDAQ:GIDL) expired at midnight EDT, Friday, June 20, 1997
and will not be extended. Because the conditions to the offer
were not satisfied, no shares were purchased and all tendered
shares will be returned by the depositary.
Chairman and Chief Executive Officer Jeffery T. Grade
said, "As we stated earlier, we will not engage in a bidding
war with Thyssen for G&L. We are disciplined acquirors with
many alternatives to develop our Industrial Products & Services
strategy."
#####
HARNISCHFEGER INDUSTRIES, INC. [NYSE:HPH] IS A GLOBAL COMPANY
WITH BUSINESS SEGMENTS INVOLVED IN THE MANUFACTURE AND DISTRI-
BUTION OF EQUIPMENT FOR UNDERGROUND MINING (JOY MINING MACHIN-
ERY), SURFACE MINING (P&H MINING EQUIPMENT), PULP AND PAPERMAK-
ING (BELOIT CORPORATION), AND MATERIAL HANDLING (P&H MATERIAL
HANDLING).
