AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 1, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 6
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 3. IDENTITY AND BACKGROUND.
Item 3(b) is hereby amended and supplemented by
adding thereto the following:
The Information Statement containing the information
required by Section 14(f) of the Securities and Exchange
Act of 1934 (the "Exchange Act") and Rule 14f-1
promulgated thereunder, relating to the appointment of
persons designated by Thyssen to a majority of the seats
on the Board of Directors of the Company, is hereby amended
and supplemented by the Supplement to Information
Statement, which is attached as Schedule I-A hereto and
is incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8(e) of the Schedule 14D-9 is hereby amended
and supplemented by adding thereto the following:
On July 31, 1997, Thyssen announced that TAQU had
accepted for payment and purchased all Shares tendered
pursuant to the Thyssen Offer. The Thyssen Offer expired
as scheduled at 5:00 p.m., New York City time, on
Wednesday, July 30, 1997. Thyssen said that
approximately 30,046,549 Shares had been tendered in the
Thyssen Offer, including approximately 626,826 by notice
of guaranteed delivery, which constitutes over 96% of the
outstanding Shares. The full text of the press release
is filed herewith as Exhibit 15, which press release is
incorporated by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 15 Press Release issued by Thyssen AG,
dated July 31, 1997.
SCHEDULE I. INFORMATION STATEMENT
The Information Statement, previously mailed to
shareholders of record on or about June 18, 1997, is
hereby amended and supplemented by the Supplement to
Information Statement, mailed on or about August 1, 1997,
to shareholders of record on July 31, 1997. The
Supplement relates to the appointment of persons
designated by Thyssen to a majority of the seats on the
Board of Directors of the Company. The Information
Statement, as supplemented, contains the information
required by Section 14(f) of the Exchange Act and Rule
14f-1 promulgated thereunder, which Supplement is
attached as Schedule I-A hereto and incorporated herein
by reference.
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: August 1, 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.
*Exhibit 14 Press Release issued by Giddings & Lewis,
Inc. and Thyssen AG, dated July 24, 1997.
Exhibit 15 Press Release issued by Thyssen AG, dated
July 31, 1997.
_____________________________________
*Previously Filed
EXHIBIT 15
[THYSSEN AG]
NEWS RELEASE
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
THYSSEN COMPLETES TENDER OFFER FOR GIDDINGS & LEWIS
DUESSELDORF, GERMANY, JULY 31, 1997 -- THYSSEN AG
announced today that its subsidiary, TAQU, Inc., had
accepted for payment and purchased all shares of Giddings
& Lewis, Inc. common stock tendered pursuant to TAQU,
Inc.'s tender offer for all outstanding shares of common
stock of Giddings & Lewis, Inc. The tender offer expired
as scheduled at 5:00 p.m., New York City time, on
Wednesday, July 30, 1997. Thyssen said that
approximately 30,046,549 shares of Giddings & Lewis
common stock had been tendered in the tender offer,
including approximately 626,826 by notice of guaranteed
delivery, which constitutes over 96% of the outstanding
Giddings & Lewis, Inc. common stock. Thyssen further
stated that the planned merger of Giddings & Lewis, Inc.
and TAQU, Inc. would be consummated as soon as
practicable, which Thyssen anticipates will be in
September 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.
# # #
SCHEDULE I-A
GIDDINGS & LEWIS, INC.
142 DOTY STREET
FOND DU LA, WISCONSIN 54935
SUPPLEMENT TO
INFORMATION STATEMENT PURSUANT TO
SECTION 14(F) OF THE SECURITIES EXCHANGE ACT
OF 1934 AND RULE 14F-1 THEREUNDER
This Supplement to Information Statement (this
"Supplement") is being mailed on or about August 1, 1997,
to holders of record on July 31, 997, of common stock,
par value, $.10 per Share, together with the associated
preferred share purchase rights (the "Shares") of
Giddings & Lewis, Inc., a Wisconsin corporation (the
"Company") and supplements the Information Statement,
previously mailed to the Company's shareholders on or
about June 18, 1997 (the "Information Statement"), as
part of the Company's Solicitation/Recommendation
Statement on Schedule 14D-9 (as amended, the "Schedule
14D-9"). Capitalized terms used herein shall have the
meaning set forth in the Schedule 14D-9. YOU ARE URGED
TO READ THIS SUPPLEMENT CAREFULLY. YOU ARE NOT, HOWEVER,
REQUIRED TO TAKE ANY ACTION.
Pursuant to that certain Agreement and Plan of
Merger, dated June 11, 1997 (the "Merger Agreement"),
among the Company, Thyssen Aktiengesellschaft
("Thyssen"), a corporation organized under the laws of
the Federal Republic of Germany, and TAQU, Inc.
("TAQU"), a Delaware corporation and indirect wholly-
owned subsidiary of Thyssen, relating to the tender offer
by TAQU, to purchase all of the outstanding Shares of the
Company, at a price of $21 per Share, net to the seller
in cash (the "Offer"). TAQU commenced the Offer on June
18, 1997. The Offer expired at 5:00 p.m., New York City
time, on July 30, 1997. At such time, TAQU accepted for
payment and purchased approximately 30,046,549 Shares
(including approximately 626,826 Shares by notice of
guaranteed delivery) which constitutes over 96% of the
outstanding Shares. You are receiving this Supplement in
connection with the appointment of persons designated by
Thyssen (the "Thyssen Designees") to a majority of the
seats on the Board of Directors of the Company (the
"Board"). The Merger Agreement requires the Company,
upon the request of Thyssen and subject to compliance
with applicable law, promptly to cause the Thyssen
Designees to be appointed to the Company Board under the
circumstances described therein. For more information
with respect to the appointment of the Thyssen Designees,
see the information under the caption "Rights to
Designate Directors; Thyssen Designees" in the
Information Statement.
THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH
THE INFORMATION STATEMENT AND THE SCHEDULE 14D-9 WHICH
WAS PREVIOUSLY MAILED TO THE COMPANY'S SHAREHOLDERS AND
WILL BE FURNISHED, WITHOUT CHARGE, TO ANY PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS SUPPLEMENT
IS DELIVERED, ON WRITTEN OR ORAL REQUEST TO MORROW &
COMPANY, INC., 909 THIRD AVENUE, 20TH FLOOR, NEW YORK,
NEW YORK 10022, (212) 754-8000, TOLL FREE: (800) 566-9061.
The information contained in this Supplement
concerning the Thyssen Designees has been furnished to
the Company by Thyssen, and the Company assumes no
responsibility for the accuracy or completeness of such
information.
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
RIGHTS TO DESIGNATE DIRECTORS; THYSSEN DESIGNEES
The Merger Agreement provides that, subject to
compliance with applicable law, promptly upon the
purchase of Shares pursuant to the Offer and thereafter
through the consummation of the Merger, the Company will,
upon the request of Thyssen, promptly cause a majority of
the directors of the Company to consist of Thyssen
Designees.
The Thyssen Designees will be selected by Thyssen
from among the individuals listed below. Each of the
following individuals has consented to serve as a
director of the Company if appointed. None of the
Thyssen Designees currently is a director of, or holds
any position with, the Company. To the best of Thyssen's
knowledge, none of the Thyssen Designees, or any of their
associates, beneficially owns any equity securities or
rights to acquire securities of the Company, nor has any
such person been involved in any transaction with the
Company or any of its directors, executive officers or
affiliates that are required to be disclosed pursuant to
the rules and regulations of the Commission. The name,
age, present principal occupation and five-year
employment history of each of the following individuals
are set forth below. Each person listed below is a
citizen of the Federal Republic of Germany and has his
principal business address at the office of Thyssen
Industrie AG, Am Thyssenhaus 1, D-445128 Essen, Germany.
Thyssen Designee Age Principal Occupation and Directorships
--------------------- --- --------------------------------------
Friedhelm Hoppe .. 59 Member of the Executive Board
of Thyssen Industrie AG and
Chairman of the Thyssen
Production Systems business
sector of Thyssen Industrie
AG. During the past five
years, Mr. Hoppe has served in
his present capacities at
Thyssen.
Dr. Peter Joussen .. 64 General Counsel of Thyssen
Industrie AG. During the past
five years, Dr. Joussen has
served in his present capacity
at Thyssen.
Dr. Eckhard Rohkamm . 54 Chairman of the Executive
Board and Chief Executive
Officer of Thyssen Industrie
AG. During the past five
years, Dr. Rohkamm has served
in his present capacities at
Thyssen.
Ulrich Ziolkowski.. 54 Member of the Executive Board
of Thyssen Industrie AG, Chief
Controller of Thyssen AG.
During the past two years, Mr.
Ziolkowski has served in his
present capacity at Thyssen
and prior to that, as head of
the accounting department of
Thyssen Industrie AG.
