AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 4
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 June
18, 1997, as amended (the "Schedule 14D-9"), relating to
the offer by TAQU, Inc., a Delaware corporation ("TAQU")
and indirect wholly-owned subsidiary of Thyssen
Aktiengesellschaft, a corporation organized under the
laws of the Federal Republic of Germany ("Thyssen"), 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 $21 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 June
18, 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 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8(e) of this Statement is hereby amended and
supplemented by adding thereto the following:
On July 21, 1997, the German Federal Cartel Office
notified Thyssen that it had initiated a further review
of the Thyssen Offer and Thyssen Merger. The Thyssen
Offer may not be consummated without the approval of the
FCO. Since the FCO has informed Thyssen that it has
initiated an in-depth review, a period of up to four
months in total (beginning with the original filing)
becomes applicable to the transaction. Such period will
expire on October 20, 1997, unless that period is
extended with the consent of the parties involved. On
July 22, 1997, Thyssen issued a press release to such
effect. The full text of the press release is filed
herewith as Exhibit 13, which press release is
incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 13 Press Release issued by Thyssen AG, dated
July 22, 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: July 22, 1997
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
*Exhibit 1 Summary of Merger Agreement from the Offer to
Purchase attached as Exhibit (a)(1) to the
Schedule 14D-1, filed with the Commission by
Thyssen AG and TAQU, Inc. on June 18, 1997.
*Exhibit 2 Agreement and Plan of Merger, dated as of
June 11, 1997, by and among Giddings & Lewis,
Inc., Thyssen AG and TAQU, Inc.
*Exhibit 3 Letter to Shareholders, dated June 18, 1997.
*Exhibit 4 Press Release issued by Giddings & Lewis,
Inc. and Thyssen AG, dated June 12, 1997.
*Exhibit 5 Written Opinion of Credit Suisse First Boston
Corporation, dated June 8, 1997.
*Exhibit 6 First Amendment to Rights Agreement, dated
June 8, 1997, between Giddings & Lewis, Inc.
and Firstar Trust Company.
*Exhibit 7 Complaint seeking Declaratory and Injunctive
Relief filed in the United States District
Court for the Eastern District of Wisconsin
on April 25, 1997 (incorporated by reference
to Exhibit 10 to the Schedule 14D-9 of the
Company with respect to the HII Offer, filed
with the Commission on May 8, 1997).
*Exhibit 8 Class Action seeking Declaratory and
Injunctive Relief filed in the Circuit Court
of Milwaukee County, Wisconsin, on May 6,
1997 (incorporated by reference to Exhibit 11
to the Schedule 14D-9 of the Company with
respect to the HII Offer, filed with the
Commission on May 8, 1997).
*Exhibit 9 Complaint seeking Declaratory and Injunctive
Relief filed in the United States District
Court for the Eastern District of Wisconsin
on May 13, 1997 (incorporated by reference to
Exhibit 12 to the Schedule 14D-9 of the
Company with respect to the HII Offer, filed
with the Commission on May 8, 1997).
*Exhibit 10 Press Release issued by Giddings & Lewis,
Inc., dated June 18, 1997.
*Exhibit 11 Press Release issued by Giddings & Lewis,
Inc., dated July 2, 1997.
*Exhibit 12 Press Release issued by Giddings & Lewis,
Inc. and Thyssen AG, dated July 14, 1997.
Exhibit 13 Press Release issued by Thyssen AG, dated
July 22, 1997.
_____________________________
* Previously Filed
EXHIBIT 13
THYSSEN AG
NEWS RELEASE
FOR IMMEDIATE RELEASE
<TABLE>
<S> <C> <C>
CONTACTS:
FOR THYSSEN AG: FOR GIDDINGS & LEWIS, INC.: FOR GIDDINGS & LEWIS, INC.:
Pascale Wiedenroth Media Contact: Investor Contact:
(011-49-211) 824-36677 Patricia Meinecke Douglas Barnett
(414) 929-4212 (414) 929-4374
</TABLE>
GERMAN ANTITRUST AUTHORITIES NOTIFY THYSSEN OF FURTHER
REVIEW OF GIDDINGS & LEWIS ACQUISITION
Duesseldorf, Germany, July 22, 1997 -- Thyssen AG
announced today that it had been notified by the German
Federal Cartel Office that the German antitrust
authorities had initiated a further review of Thyssen's
acquisition of Giddings & Lewis, Inc. Thyssen's tender
offer for all outstanding shares of common stock of
Giddings & Lewis may not be consummated without the
approval of the Federal Cartel Office.
Thyssen filed a pre-merger notification with the
Federal Cartel Office on June 20, 1997. Under German
law, during a statutory one-month period following the
filing, the FCO must either come to a final decision as
to the compatibility of the transaction with the German
market, or inform the parties that it has initiated an
in-depth review of the transaction. The statutory one-
month period expired on July 21, 1997.
Since the FCO has informed Thyssen that it has
initiated an in-depth review, a period of up to four
months in total (beginning with the original filing)
becomes applicable to the transaction. Such period will
expire on October 20, 1997, unless that period is
extended with the consent of the parties involved. In
most instances to date, where a four-month review period
became applicable to a transaction, the FCO has completed
antitrust review and given clearance to the respective
transaction before the end of such period. There can be
no assurance, however, that antitrust review by the FCO
will be completed before the end of such period. The
tender offer is currently scheduled to expire at 5:00
p.m. on July 30, 1997.
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 approximately $26 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 provides
trading and services such as logistics, distribution of
product materials and waste management, and lately
cellular telephony. The capital goods include automation
systems, machine tools, elevators and automotive
supplies.
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