SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 6
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
GIDDINGS & LEWIS, INC.
(Name of Subject Company)
DSFA CORPORATION
HARNISCHFEGER INDUSTRIES, INC.
(Bidders)
COMMON STOCK, $.10 PAR VALUE PER SHARE
(Title of Class of Securities)
375048-10-5
(CUSIP Number of Class of Securities)
K. THOR LUNDGREN, ESQ.
HARNISCHFEGER INDUSTRIES, INC.
3600 SOUTH LAKE DRIVE
ST. FRANCIS, WISCONSIN 53235
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Persons Filing Statement)
COPY TO:
ANDREW R. BROWNSTEIN, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
<PAGE>
This Statement amends and supplements the Tender Offer
Statement on Schedule 14D-1 filed with the Securities and
Exchange Commission on April 28, 1997, as amended (the "Schedule
14D-1"), relating to the offer by DSFA Corporation, a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of
Harnischfeger Industries, Inc., a Delaware corporation
("Parent"), to purchase all outstanding shares of Common Stock,
$.10 par value per share (the "Common Shares"), together with
(unless and until the Purchaser declares that the Rights
Condition is satisfied) the Rights, of Giddings & Lewis, Inc., a
Wisconsin corporation (the "Company"), at a price of $19 per
Common Share (and associated Right), net to the seller in cash,
without interest thereon (the "Offer Price"), upon the terms and
subject to the conditions set forth in the Offer to Purchase
dated April 28, 1997 (the "Offer to Purchase") and in the related
Letter of Transmittal (the "Letter of Transmittal") (which, as
either may be amended from time to time, together constitute the
"Offer"). Capitalized terms used and not defined herein shall
have the meanings assigned such terms in the Offer to Purchase
and the Schedule 14D-1.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE
SUBJECT COMPANY
ITEM 10. ADDITIONAL INFORMATION.
On May 22, 1997, Parent delivered to the Company
Written Demands to call the Special Meeting from holders of in
excess of 10% of the outstanding Common Shares. On May 23 and
May 27, Parent delivered to the Company additional Written
Demands.
The Purchaser has extended the Offer until midnight,
Eastern Daylight Time, on Friday, May 30, 1997.
On May 27, 1997, Parent issued a press release
relating to the delivery of Written Demands and to the extension
of the Offer. The full text of such press release is filed
herewith as Exhibit (a)(15) and is incorporated herein by
reference.
On May 27, 1997, Mr. Grade sent a letter to Mr. Isles.
The full text of Mr. Grade's letter is set forth in a press
release issued by Parent on May 27, 1997, which press release is
filed herewith as Exhibit (a)(16) and is incorporated herein by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(15) Press release, dated May 27, 1997, issued by Parent.
(a)(16) Press release, dated May 27, 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 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 27, 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.
(a)(15) Press release, dated May 27, 1997, issued by
Parent.
(a)(16) Press release, dated May 27, 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.
_______________________________
* Previously filed.<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
(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
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.
Exhibit (a)(15)
For further Information on this release, call
Contact:
Francis M. Corby, Jr. James C. Benjamin David A. Brukardt
Executive Vice President V.P. and Controller Director, Corporate
Finance and Administration (414) 486-6870 Communication
(414) 486-6518 (414) 486-6474
HARNISCHFEGER EXTENDS CASH TENDER OFFER FOR G&L
AND DELIVERS DEMANDS TO CALL SPECIAL MEETING
MILWAUKEE -- May 27, 1997 -- Harnischfeger Industries, Inc.
(NYSE:HPH) today announced an extension until midnight EDT,
Friday, May 30, 1997, of its cash tender offer for all issued
and outstanding shares of Giddings & Lewis, Inc. (NASDAQ:GIDL)
at a price of $19 per share. The tender offer and withdrawal
rights were previously scheduled to expire at midnight on May
23.
Harnischfeger has been advised by the depositary for
the tender offer that as of midnight on May 23, 1997, ap-
proximately 1,023,127 shares of G&L stock had been tendered and
not withdrawn.
Harnischfeger also announced that on Thursday, May
22, it delivered to G&L written demands to call a special meet-
ing of G&L shareholders from holders of more than 10 percent of
the outstanding G&L shares.
"To our knowledge, the time, date, place and record
date of the special meeting have not yet been announced by
G&L," a Harnischfeger official said. The G&L bylaws require<PAGE>
-2-
G&L to call a special meeting upon receipt of written demands
from holders of more than 10 percent of outstanding G&L shares.
At the special meeting, G&L shareholders will have
the opportunity to vote to remove the G&L board of directors
and take other actions to facilitate Harnischfeger's tender
offer to acquire all outstanding G&L shares for $19 per share
in cash.
#####
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).
Exhibit (a)(16)
For further Information on this release, call
Contact:
Francis M. Corby, Jr. James C. Benjamin David A. Brukardt
Executive Vice President V.P. and Controller Director, Corporate
Finance and Administration (414) 486-6870 Communication
(414) 486-6518 (414) 486-6474
HARNISCHFEGER ISSUES LETTER TO GIDDINGS & LEWIS
MILWAUKEE -- MAY 27 -- Harnischfeger Industries, Inc. (NYSE:HPH) sent this
letter to Giddings & Lewis (NASDAQ:GIDL) today:
Mr. Marvin L. Isles
Chairman and Chief Executive Officer
Giddings & Lewis, Inc.
P.O. Box 590
142 Doty Street
Fond du Lac, WI 54936-0590
Dear Marv:
As you know, this morning we extended our tender offer for Giddings & Lewis
until midnight, Friday. We have come to believe that the board of G&L has
placed itself on a course that has already unnecessarily prolonged matters. In
this unproductive period, we believe the value of G&L is being placed in serious
jeopardy. Indeed, from the G&L filings which we have reviewed, diminution of
value has already occurred.
We urge you to bring this matter to a time end. Our price of $19 per share is
our best and final offer and represents what we believe is to be the fair value
today of Giddings & Lewis.
We ask that your board act responsibly to our offer and waive applicability of
the impediments you have placed between our offer and your shareholders. If the
"pill" and other impediments are waived we believe the majority of outstanding
G&L shares will be tendered to us.<PAGE>
-2-
Marv, I urge you to consider the benefits to your shareholders, customers and
employees in accepting our offer. We are prepared to enter into immediate
discussions on merger documents and rapidly conclude a transaction which will be
beneficial for all. I urge your support.
Best regards,
Jeffery T. Grade
Chairman and Chief Executive Officer
#####
HARNISCHFEGER INDUSTRIES, INC. [NYSE:HPH] IS A GLOBAL COMPANY WITH BUSINESS
SEGMENTS INVOLVED IN THE MANUFACTURE AND DISTRIBUTION OF EQUIPMENT FOR
UNDERGROUND MINING (JOY MINING MACHINERY), SURFACE MINING (P&H MINING
EQUIPMENT), PULP AND PAPERMAKING (BELOIT CORPORATION), AND MATERIAL HANDLING
(P&H MATERIAL HANDLING).
