AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 28, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
AMENDMENT NO. 3
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 8. ADDITIONAL INFORMATION TO BE FURNISHED
On May 27, 1997, Mr. Isles sent a letter to Mr.
Grade in response to Mr. Grade's letter to Mr.
Isles, dated May 27, 1997. The full text of
such letter is filed herewith as Exhibit 18.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
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.
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: May 28, 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
_____________________________________
*Previously Filed
EXHIBIT 17
GIDDINGS & LEWIS
FOR IMMEDIATE RELEASE
FOR INFORMATION:
<TABLE>
<CAPTION>
<S> <C> <C>
Douglas E. Barnett Patricia B. Meinecke Mike Pascale/Rhonda Barnat
Giddings & Lewis, Inc. Giddings & Lewis, Inc. Abernathy MacGregor
Vice President and Director of Com- (212) 371-5999
Controller munications
(414) 929-4374 (414) 929-4212
</TABLE>
NEWS RELEASE
GIDDINGS & LEWIS CONTINUES TO REVIEW STRATEGIC ALTERNATIVES
FOND DU LAC, WI, MAY 27, 1997 -- GIDDINGS & LEWIS, INC.
(NASDAQ: GIDL) Giddings & Lewis sent the following
letter to Harnischfeger today. The text is as follows:
May 27, 1997
Mr. Jeffery T. Grade
Chairman and Chief Executive Officer
Harnischfeger Industries, Inc.
3600 South Lake Drive
St. Francis, WI 53235-3716
Dear Mr. Grade:
The Board of Directors of Giddings & Lewis is
productively engaged in the ongoing evaluation of all
strategic alternatives for the Company. Moreover, your
concern that this process is adversely affecting the
value of Giddings & Lewis is misplaced. Our business is
good, and we expect to report favorable results for the
second quarter.
Given the importance of this matter, we believe that a
deliberate review of our alternatives is in the best
interests of our shareholders, customers and employees.
Sincerely,
/s/ Marvin L. Isles
Chairman and Chief Executive Officer
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.
To receive Giddings & Lewis's latest news at no charge
via fax, simply call Company News On Call, 1-800-758-
5804, ext. 119821. Internet address:
http://www.giddings.com
EXHIBIT 18
[GIDDINGS & LEWIS, INC. LETTERHEAD]
May 27, 1997
Mr. Jeffery T. Grade
Chairman and Chief Executive Officer
Harnischfeger Industries, Inc.
3600 South Lake Drive
St. Francis, WI 53235-3716
Dear Mr. Grade:
The Board of Directors of Giddings & Lewis is
productively engaged in the ongoing evaluation of all
strategic alternatives for the Company. Moreover, your
concern that this process is adversely affecting the
value of Giddings & Lewis is misplaced. Our business is
good, and we expect to report favorable results for the
second quarter.
Given the importance of this matter, we believe that a
deliberate review of our alternatives is in the best
interests of our stockholders, customers and employees.
Sincerely,
/s/ MARVIN L. ISLES
Marvin L. Isles
Chairman and Chief
Executive Officer
