AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 14, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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)
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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:
The waiting period under the HSR Act expired at
11:59 p.m., New York City time on July 12, 1997. On July
14, 1997, the Company and Thyssen issued a press release
to such effect. The full text of the press release is
filed herewith as Exhibit 12, which press release is
incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 12 Press Release issued by Giddings & Lewis,
Inc. and Thyssen AG, dated July 14, 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 14, 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.
_____________________________
*Previously Filed
EXHIBIT 12
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
HART-SCOTT-RODINO WAITING PERIOD FOR
THYSSEN/GIDDINGS & LEWIS MERGER EXPIRED ON JULY 12, 1997
FOND DU LAC, WI, JULY 14, 1997 -- GIDDINGS & LEWIS, INC.
(NASDAQ: GIDL) AND THYSSEN AG announced today that the
waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, with respect to the
acquisition of Giddings & Lewis by Thyssen, expired at
11:59 p.m., New York City time, on July 12, 1997.
Thyssen's tender offer for all of the outstanding common
shares of Giddings & Lewis remains subject to the other
conditions listed in the offer to purchase, including
clearance by the German Federal Cartel Office.
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 Dusseldorf, 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 U.S. 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 production materials and waste
management, and lately cellular telephony. The capital
goods include automation systems, machine tools,
elevators and automotive supplies.
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