AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 5
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
GIDDINGS & LEWIS, INC.
(Name of Subject Company)
GIDDINGS & LEWIS, INC.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
(Title of Class of Securities)
375048-10-5
(CUSIP Number of Class of Securities)
TODD A. DILLMANN, ESQ.
CORPORATE COUNSEL AND SECRETARY
142 DOTY STREET
FOND DU LAC, WISCONSIN 54935
(414) 921-4100
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of the
person(s) filing statement)
With a Copy to:
CHARLES W. MULANEY, JR., ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)
333 W. WACKER DRIVE
CHICAGO, ILLINOIS 60606
(312) 407-0700
This Statement amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9
filed with the Securities and Exchange Commission on May
8, 1997, as amended (the "Schedule 14D-9"), relating to
the offer by DSFA Corporation, a Delaware corporation
(the "Purchaser") and wholly-owned subsidiary of
Harnischfeger Industries, Inc., a Delaware corporation
("Parent"), to purchase all of the outstanding shares of
common stock, par value $.10 per share (the "Common
Stock" or the "Shares"), together with the associated
preferred share purchase rights (the "Rights"), of
Giddings & Lewis, Inc., a Wisconsin corporation (the
"Company"), at a price of $19 per Share, net to the
seller in cash, without interest thereon, upon the terms
and subject to the conditions set forth in the Offer to
Purchase, dated April 28, 1997, and in the related 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 Schedule 14D-9.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE
SUBJECT COMPANY
On June 11, 1997, the Company and Thyssen AG
("Thyssen") signed a definitive merger agreement for the
acquisition of the Company by Thyssen. A description
of the merger agreement is set forth in a press release
issued by the Company on June 12, 1997, which press
release is filed herewith as Exhibit 21 and is
incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 21 Text of Press Release issued by Giddings &
Lewis, Inc., dated June 12, 1997.
SIGNATURE
After due inquiry and to the best of its knowledge
and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
GIDDINGS & LEWIS, INC.
By: /s/ Douglas E. Barnett
Name: Douglas E. Barnett
Title: Vice President and Corporate
Controller
Dated: June 12, 1997
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
*Exhibit 1 Excerpts from the Company's Proxy Statement,
dated March 21, 1997, relating to the
Company's 1997 Annual Meeting of Shareholders
*Exhibit 2 Form of Amended and Restated Key Executive
Employment and Severance Agreement
*Exhibit 3 Company's Management Stock Purchase Program,
as Amended and Restated, dated April 30,1
1997
*Exhibit 4 Amendment to Company's 1989 Stock Option
Award Agreement, dated April 30, 1997
*Exhibit 5 Amendment to Company's 1989 Restricted Stock
Award Agreement, dated April 30, 1997
*Exhibit 6 Form of Amendment to Company's 1993
Restricted Stock Award Agreement, dated April
30, 1997
*Exhibit 7 Text of Letter to Shareholders of the
Company, dated May 8, 1997
*Exhibit 8 Text of Press Release issued by Giddings &
Lewis, Inc., dated May 8, 1997
*Exhibit 9 Opinion of Credit Suisse First Boston
Corporation, dated May 7, 1997
*Exhibit 10 Complaint seeking Declaratory and Injunctive
Relief filed in the United States District
Court for the Eastern District of Wisconsin
on April 25, 1997
*Exhibit 11 Class Action seeking Declaratory and
Injunctive Relief filed in the Circuit Court
of Milwaukee County, Wisconsin, on May 6,
1997
*Exhibit 12 Text of Press Release issued by Giddings &
Lewis, Inc., dated May 8, 1997
*Exhibit 13 Resolutions Authorizing Amendment of the
Supplemental Executive Retirement Plan, dated
April 30, 1997
*Exhibit 14 Text of Press Release issued by Giddings &
Lewis, Inc., dated May 12, 1997
*Exhibit 15 Text of Letter from Marvin L. Isles to
Jeffery T. Grade, dated May 12, 1997
*Exhibit 16 Complaint seeking Declaratory and Injunctive
Relief filed in the United States District
Court for the Eastern District of Wisconsin
on May 13, 1997
*Exhibit 17 Text of Press Release issued by Giddings &
Lewis, Inc., dated May 27, 1997
*Exhibit 18 Text of Letter from Marvin L. Isles to
Jeffery T. Grade, dated May 27, 1997
*Exhibit 19 Text of Press Release issued by Giddings &
Lewis, Inc., dated June 10, 1997
*Exhibit 20 Text of Letter from Todd A. Dillmann to K.
Thor Lundgren, dated June 10, 1997
Exhibit 21 Text of Press Release issued by Giddings &
Lewis, Inc., dated June 12, 1997
_____________________________________
*Previously Filed
EXHIBIT 21
[THYSSEN LOGO] GIDDINGS & LEWIS*
FOR IMMEDIATE RELEASE
CONTACTS:
FOR THYSSEN AG: FOR GIDDINGS & LEWIS, INC.:
Media Contact: Media Contact:
Pascale Wiedenroth Patricia Meinecke
(011-49-211) 824-36677 (414) 929-4212
Investor Contact: Investor Contact:
Konrad Tamschick Douglas Barnett
(011-49-211) 824-38347 (414) 929-4374
Joele Frank/Patricia Sturms
Abernathy MacGregor Group
(212) 371-5999
THYSSEN AG AND GIDDINGS & LEWIS
SIGN DEFINITIVE MERGER AGREEMENT FOR ACQUISITION OF
GIDDINGS & LEWIS AT $21 PER SHARE IN CASH
DUESSELDORF, GERMANY AND FOND DU LAC, WI, JUNE 12, 1997
THYSSEN AG, a company based in Duesseldorf, Germany and
GIDDINGS & LEWIS, INC. (NASDAQ: GIDL) today jointly
announced that the two companies have signed a definitive
merger agreement for the acquisition of Giddings & Lewis
by Thyssen AG at $21 per share in cash. Giddings & Lewis
has approximately 32.1 million shares outstanding on a
fully diluted basis, giving the transaction a total
equity value of approximately $675 million.
Under the terms of the agreement, a subsidiary of Thyssen
AG will shortly commence a tender offer to acquire all of
the outstanding shares of Giddings & Lewis for $21 per
share in cash. Following the completion of the tender
offer, Thyssen AG will consummate a second step merger in
which remaining Giddings & Lewis shareholders will also
receive the $21 per share in cash.
Giddings & Lewis will continue to operate under the
Giddings & Lewis name and will maintain its headquarters
and management team in Fond du Lac, Wisconsin.
Dr. Dieter H. Vogel, Chairman of Thyssen AG, said, "This
merger is about competitiveness, growth and greater
opportunities. Giddings & Lewis is the ideal fit with
Thyssen AG to enhance our core production systems
business. The combination of Thyssen's financial
strength and global marketing and sales capabilities with
Giddings & Lewis' market and technology leadership,
established brand names and broad range of related
products and services provides a strong platform for
future growth, which we expect to benefit employees of
both organizations."
Mr. Marvin L. Isles, Chairman and Chief Executive Officer
of Giddings & Lewis, Inc., said, "Our Board of Directors
unanimously concluded that this transaction with Thyssen
is in the best interests of all of Giddings & Lewis'
constituencies. At $21 per share in cash, Giddings &
Lewis shareholders will receive exceptional value.
Backed by Thyssen's financial strength and global
resources, Giddings & Lewis is strategically positioned
to focus on our core purpose providing customers
worldwide with the products and services they need to
improve their manufacturing productivity. We are
particularly pleased that Thyssen has a proven track
record in North America of investment, growth and good
corporate citizenship."
Dr. Eckhard Rohkamm, Chairman of Thyssen Industrie AG,
the capital goods arm of Thyssen AG, added, "Together, we
can grow our joint customer base and increase our sales
potential, creating new opportunities throughout Giddings
& Lewis and Thyssen. The companies have unparalleled
synergies in the global industrial automation
industry not only in the products and services offered,
but also in geographic coverage, customer base and
technical capability. We have the potential of shared
manufacturing capabilities and anticipate that Thyssen
will expand Giddings & Lewis' manufacturing volume by
adding Thyssen product lines to Giddings & Lewis
facilities. Giddings & Lewis will be able to capitalize
on Thyssen's European presence to expand its
manufacturing capabilities and global market base. At
the same time, Thyssen will have a greater ability to
penetrate North American markets.
"We are committed to growing all of Giddings & Lewis'
businesses to better serve our customers worldwide.
Combined, we create the world's premier machine tool
manufacturer, with the global resources and flexibility
to deliver exactly what customers need, whenever and
wherever they need it. The merger of our two companies
creates a stronger business positioned to compete
successfully on a global scale," Dr. Rohkamm concluded.
Mr. Isles continued, "Thyssen is the right partner for
Giddings & Lewis. We are like-minded about how to
achieve our goals, and Giddings & Lewis' management is
enthusiastic about the value Thyssen adds to our
business. The combination with Thyssen will enable
Giddings & Lewis to continue to pursue its growth
objectives, including the expansion of its aftermarket
business for the large installed base of machine tools in
the U.S. and overseas. We are very excited about the
combination. Thyssen is committed to enhancing all our
businesses and is knowledgeable about Giddings & Lewis'
markets and customers. It was essential for Giddings &
Lewis to join with a company that is interested in all
markets we serve, including our important automotive
segment, which accounts for 50% of our sales."
"This combination addresses two economic and market
forces at work in our industry today: consolidation and
globalization. As these trends continue, major players
will emerge who can meet the needs of global customers.
Our vision for Giddings & Lewis is of a global enterprise
with regional sales and engineering and worldwide
manufacturing. We intend to be among the global players.
With this one step, we have achieved that goal. Together
with Thyssen, we have the mass, the global reach, and the
industry know-how to compete successfully today and
tomorrow in the increasingly global machine tool
business," Mr. Isles concluded.
Completion of the transaction is subject to antitrust
review in the United States, Germany and certain other
countries and Giddings & Lewis stockholder approval (if
necessary) of the second-step merger. Under certain
circumstances, if the agreement were terminated by
Giddings & Lewis for another acquisition transaction,
Giddings & Lewis would pay Thyssen a fee of $20 million
and reimburse it for up to $3 million in expenses.
Morgan Stanley & Co. Incorporated served as the financial
adviser to Thyssen AG. Credit Suisse First Boston
Corporation served as the financial adviser to Giddings &
Lewis and provided a fairness opinion in connection with
the transaction.
Headquartered in Fond du Lac, Wisconsin, Giddings & Lewis
is the largest supplier of industrial automation products
and machine tools in North America, and among the largest
in the world. The company serves customers worldwide
with products and services to improve manufacturing
productivity.
Thyssen AG, headquartered in Duesseldorf, is one of
Germany's biggest industrial and commercial enterprises
with $26.2 billion in annual revenues and approximately
113,000 employees around the world. Thyssen has around
320 companies in Germany, the US and numerous other
countries. Thyssen AG, through its subsidiaries, offers
capital goods and manufactured products, manufactures
steel products and providers trading and services such as
logistics, distribution of production materials and waste
management, and lately cellular telephony. The capital
goods include automation systems, machine tools,
elevators and automotive supplies.
Note to editors: Today's news release, along with other
news about Thyssen and Giddings & Lewis, is available on the
Internet at http://www.thyssen.com and http://www.giddings.com,
or for Giddings & Lewis simply call Company News On Call,
1-800-758-5804, ext. 119821.
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