AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12 , 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
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, (the "Schedule 14D-9"), relating to the offer by
DSFA Corporation, a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of
Harnischfeger Industries, Inc., a Delaware corporation
("Parent"), to purchase all outstanding shares of Common
Stock, $.10 par value per share (the "Common Shares"),
together with (unless and until the Purchaser declares
the Rights Condition is satisfied) the Rights, of
Giddings & Lewis, Inc., a Wisconsin corporation (the
"Company"), at a price of $19 per Common Share (and
associated Rights), net to the seller in cash, without
interest thereon (the "Offer Price"), upon the terms and
subject to the conditions set forth in the Offer to
Purchase, dated April 28, 1997 (the "Offer to Purchase"),
and in the related Letter of Transmittal (the "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 Offer to Purchase and the
Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
On May 12, 1997, Mr. Isles sent a letter to Mr.
Grade in response to Mr. Grade's letter to Mr.
Isles, dated May 9, 1997. The full text of
such letter is filed herewith as Exhibit 15.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
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
Jeffrey T. Grade, dated May 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: May 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, 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
Jeffrey T. Grade, dated May 12, 1997
_____________________________________
* Previously Filed.
EXHIBIT 14
FOR IMMEDIATE RELEASE
FOR INFORMATION:
Douglas E. Barnett Patricia B. Meinecke Mike Pascale/Rhonda Barnat
Giddings & Lewis, Inc. Giddings & Lewis, Inc. Abernathy MacGregor
Vice President and Director of 212/371-5999
Controller Communications
414/929-4374 414/929-4212
NEWS RELEASE
GIDDINGS & LEWIS RESPONDS TO HARNISCHFEGER'S REQUEST FOR
INFORMATION
OFFER TO EXECUTE CUSTOMARY CONFIDENTIALITY AND STANDSTILL
AGREEMENT STILL OPEN
FOND DU LAC, WI, MAY 12, 1997 -- GIDDINGS & LEWIS, INC.
(NASDAQ: GIDL) Giddings & Lewis sent the following
letter to Harnischfeger today. The text is as follows:
May 12, 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:
Your letter of May 9 requests that we provide you with
information about Giddings & Lewis. You will remember
that on April 25 we offered to furnish such information
if you would execute a customary confidentiality and
standstill agreement. This offer remains open. At that
time you declined, stating that you had no need for
additional information.
Your request gives absolutely no reason as to how our
providing you with information could be of any possible
benefit to Giddings & Lewis or its stockholders. On May
7, our Board concluded that the Harnischfeger offer was
inadequate and not in the best interests of Giddings &
Lewis stockholders. We do not believe it is in our
stockholder's best interests to provide Harnischfeger
information merely to better enable it to pursue an offer
that we find inadequate. Nor do we think our
stockholders would be well served by our giving into
demands that we immediately terminate our review of
strategic alternatives and allow you to proceed with your
inadequate offer.
Harnischfeger has complained that our Board of Directors
is using the provisions of Wisconsin corporate law and
Giddings & Lewis' stockholder rights plan to facilitate
its review of alternatives. You suggest that the Board
has no right to allow such barriers to exist between your
inadequate offer and Giddings & Lewis stockholders. Our
Board of Directors is committed to serving the best
interests of our stockholders and it will use the proper
means available to do so. Moreover, we note that
Harnischfeger has maintained for itself the protections
of the Delaware business combinations statute and that its
board has adopted its own stockholder rights plan for the
benefit of Harnischfeger's stockholders.
We have no doubt that all your actions and requests are
motivated by what you believe to be in the best interests
of Harnischfeger stockholders. We serve a different
constituency. Be assured that our Board of Directors
will continue to act in the best interests of Giddings &
Lewis stockholders.
Sincerely,
/s/ MARVIN L. ISLES
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 15
[GIDDINGS & LEWIS, INC. LETTERHEAD]
May 12, 1997
Mr. Jeffrey T. Grade
Chairman and Chief Executive Officer
Harnischfeger Industries, Inc.
3600 South Lake Drive
St. Francis, WI 53235-3716
Dear Mr. Grade:
Your letter of May 9 requests that we provide you with
information about Giddings & Lewis. You will remember
that on April 25 we offered to furnish such information
if you would execute a customary confidentiality and
standstill agreement. This offer remains open. At that
time you declined, stating that you had no need for
additional information.
Your request gives absolutely no reason as to how our
providing you with information could be of any possible
benefit to Giddings & Lewis or its stockholders. On May
7, our Board concluded that the Harnischfeger offer was
inadequate and not in the best interests of Giddings &
Lewis stockholders. We do not believe it is in our
stockholder's best interests to provide Harnischfeger
information merely to better enable it to pursue an offer
that we find inadequate. Nor do we think our
stockholders would be well served by our giving into
demands that we immediately terminate our review of
strategic alternatives and allow you to proceed with your
inadequate offer.
Harnischfeger has complained that our Board of Directors
is using the provisions of Wisconsin corporate law and
Giddings & Lewis' stockholder rights plan to facilitate
its review of alternatives. You suggest that the Board
has no right to allow such barriers to exist between your
inadequate offer and Giddings & Lewis stockholders. Our
Board of Directors is committed to serving the best
interests of our stockholders and it will use the proper
means available to do so. Moreover, we note that
Harnischfeger has maintained for itself the protections
of the Delaware business combinations statute and that its
board has adopted its own stockholder rights plan for the
benefit of Harnischfeger's stockholders.
We have no doubt that all your actions and requests are
motivated by what you believe to be in the best interests
of Harnischfeger stockholders. We serve a different
constituency. Be assured that our Board of Directors
will continue to act in the best interests of Giddings &
Lewis stockholders.
Sincerely,
/s/ MARVIN L. ISLES
Marvin L. Isles
Chairman and Chief Executive Officer
