AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1997
______________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
AMENDMENT NO. 1
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 (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.
On April 29, 1997, Parent filed its Notification and
Report Form with respect to the Offer and the Proposed Merger.
Under the provisions of the HSR Act applicable to the Offer, the
purchase of Common Shares pursuant to the Offer may not be
consummated until the expiration of a 15-calendar day waiting
period following such filing. Accordingly, assuming the filing
made by Parent was not deficient, the waiting period with respect
to the Offer will expire at 11:59 p.m., New York City time, on
May 14, 1997, unless Parent receives a request for
additional information or documentary material or the Antitrust
Division and the FTC terminate the waiting period prior thereto.<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: April 30, 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.
(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.
