AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 10, 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 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 June 10, 1997, Mr. Dillmann sent a letter to
Mr. Lundgren in response to Mr. Lundgren's
letter to Mr. Dillmann, dated June 10, 1997.
The full text of such letter is filed herewith
as Exhibit 20.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 19 Text of Press Release issued by Giddings &
Lewis, Inc., dated June 10, 1997.
Exhibit 20 Text of Letter from Todd A. Dillmann to K.
Thor Lundgren, dated June 10, 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: June 10, 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
Exhibit 19 Text of Press Release issued by Giddings &
Lewis, Inc., dated June 10, 1997
Exhibit 20 Text of Letter from Todd A. Dillmann to K.
Thor Lundgren, dated June 10, 1997.
_____________________________________
*Previously Filed
EXHIBIT 19
GIDDINGS & LEWIS
NEWS RELEASE
FOR IMMEDIATE RELEASE
---------------------
FOR INFORMATION:
Douglas E. Barnett Patricia B. Meinecke
Vice President and Director of Communications
Corporate Controller (414) 929-4212
(414) 929-4374
GIDDINGS & LEWIS SETS SEPTEMBER 11
AS DATE FOR SPECIAL SHAREHOLDERS MEETING
FOND DU LAC, WI, JUNE 10, 1997 -- GIDDINGS & LEWIS, INC.
(NASDAQ: GIDL) announced today that its Board of
Directors has set September 11, 1997 at 11:00 a.m. (CDT)
as the date and time for a special meeting of its
shareholders. The record date for determining
shareholders entitled to vote at such meeting is the
close of business on July 3, 1997.
This action follows the receipt by the Company of
written demands from holders of over 10% of the Company's
outstanding common stock requesting that a special
meeting of shareholders be called. Under the Company's
by-laws and the Wisconsin Business Corporation Law, a
special meeting of shareholders must be called upon the
demand, in accordance with the by-laws, of holders of
record of shares of the Company representing at least 10%
of all votes entitled to be cast at the meeting.
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 20
[GIDDINGS & LEWIS, INC. LETTERHEAD]
June 10, 1997
VIA FACSIMILE AND U.S.MAIL
K. Thor Lundgren, Esq.
Secretary and General Counsel
Harnischfeger Industries, Inc.
P.O. Box 554
Milwaukee, Wisconsin 53201-0554
Dear Mr. Lundgren:
In response to your letter of June 10, 1997, this is to
inform you that the Board of Directors of Giddings &
Lewis, Inc. (the "Company") has fixed September 11, 1997
at 11:00 a.m. (CDT) for a special meeting of Giddings &
Lewis shareholders. The record date for determining
shareholders entitled to vote at such meeting is July 3,
1997. The calling of the special meeting is, of course,
subject to your undertaking to reimburse the costs
associated therewith.
As you are aware, purported demands of holders of the
Company's common stock were received by the Company on
May 22, 23, 27 and 29, 1997, including an omnibus consent
of Cede & Co. as record holder of nearly all of the
shares demanding a special meeting. These purported
demands were provided to Firstar Trust Company (the
"Inspector") to inspect pursuant to Section 2.03(f) of
the Company's bylaws and on June 3, 1997 (within five
business days after receipt of Cede & Co.'s omnibus
consent that was delivered to the Company on May 29,
1997) the Inspector certified to the Company that holders
of more than 10% of the Company's outstanding common
stock had demanded a special meeting. Based on the
review and report of the Inspector and in accordance with
Section 2.03 of the Company's bylaws, the Board of
Directors of the Company fixed the above dates as the
record date and meeting date for the special meeting of
shareholders.
Sincerely,
Todd A. Dillmann
Secretary and Corporate
Counsel
