SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 11
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
GIDDINGS & LEWIS, INC.
(Name of Subject Company)
DSFA CORPORATION
HARNISCHFEGER INDUSTRIES, INC.
(Bidders)
COMMON STOCK, $.10 PAR VALUE PER SHARE
(Title of Class of Securities)
375048-10-5
(CUSIP Number of Class of Securities)
K. THOR LUNDGREN, ESQ.
HARNISCHFEGER INDUSTRIES, INC.
3600 SOUTH LAKE DRIVE
ST. FRANCIS, WISCONSIN 53235
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Persons Filing Statement)
COPY TO:
ANDREW R. BROWNSTEIN, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
<PAGE>
This Statement amends and supplements the Tender Offer
Statement on Schedule 14D-1 filed with the Securities and
Exchange Commission on April 28, 1997, as amended (the "Schedule
14D-1"), relating to the offer by DSFA Corporation, a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of
Harnischfeger Industries, Inc., a Delaware corporation
("Parent"), to purchase all outstanding shares of Common Stock,
$.10 par value per share (the "Common Shares"), together with
(unless and until the Purchaser declares that the Rights
Condition is satisfied) the Rights, of Giddings & Lewis, Inc., a
Wisconsin corporation (the "Company"), at a price of $19 per
Common Share (and associated Right), net to the seller in cash,
without interest thereon (the "Offer Price"), upon the terms and
subject to the conditions set forth in the Offer to Purchase
dated April 28, 1997 (the "Offer to Purchase") and in the related
Letter of Transmittal (the "Letter of Transmittal") (which, as
either may be amended from time to time, together constitute the
"Offer"). Capitalized terms used and not defined herein shall
have the meanings assigned such terms in the Offer to Purchase
and the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
On June 12, 1997, Parent issued a press release which
is filed herewith as Exhibit (a)(21) and is incorporated herein
by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(21) Press release, dated June 12, 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 13, 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.
(b)(1)* Commitment Letter, dated April 21, 1997, among
Harnischfeger Industries, Inc., The Chase
Manhattan Bank and Chase Securities Inc.
_______________________________
* Previously filed.<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
(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)(21)
HARNISCHFEGER INDUSTRIES, INC.
NEWS RELEASE
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 REVIEWS G&L TENDER OFFER
MILWAUKEE -- June 12, 1997 -- Harnischfeger Industries, Inc.
(NYSE:HPH) today noted that it is reviewing the sketchy
information available on the Thyssen AG bid for Giddings &
Lewis, Inc. (Nasdaq:GIDL) announced this morning.
Chairman and Chief Executive Officer Jeffery T. Grade
said, "If Thyssen's bid for $21 per share proves bona fide to
us, we will not pursue our tender offer for G&L. We're
disciplined in our approach, we're EVA-driven, and we're
already examining other options."
"Harnischfeger has many alternatives to develop its
Industrial Products & Services strategy. Additionally, there
are many opportunities available that will enable us to
continue building our global businesses."
#####
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).
-more-
