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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 17, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
(AMENDMENT NO. 3)
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
---------------------
GIDDINGS & LEWIS, INC.
(Name of Subject Company)
------------------------------
THYSSEN AKTIENGESELLSCHAFT
TAQU, INC.
(Bidders)
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COMMON STOCK, PAR VALUE U.S. $0.10 PER SHARE
(Title of Class of Securities)
------------------------------
375048105
(CUSIP Number of Class of Securities)
------------------------------
AXEL KIRSCH
PRESIDENT
TAQU, INC.
3155 WEST BIG BEAVER ROAD
TROY, MICHIGAN 48007
(810) 643-3511
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
------------------------------
COPIES TO:
NEIL T. ANDERSON, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
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<TABLE>
<S> <C>
CUSIP No. 375048-10-5
</TABLE>
<TABLE>
<C> <S>
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Thyssen Aktiengesellschaft
2. Check the Appropriate Box if a Member of a Group (a)
/ /
(b) / /
3. SEC Use Only
4. Sources of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or
2(f) / /
6. Citizenship or Place of Organization
Federal Republic of Germany
7. Aggregate Amount Beneficially Owned by Each Reporting Person
None
8. Check if the Aggregate Amount in Row (7) Excludes Certain Shares / /
9. Percent of Class Represented by Amount in Row (7)
0.0%
10. Type of Reporting Person
CO
</TABLE>
2
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<TABLE>
<S> <C>
CUSIP No. 375048-10-5
</TABLE>
<TABLE>
<C> <S>
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
TAQU, Inc.
2. Check the Appropriate Box if a Member of a Group (a)
/ /
(b) / /
3. SEC Use Only
4. Sources of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or
2(f) / /
6. Citizenship or Place of Organization
Delaware
7. Aggregate Amount Beneficially Owned by Each Reporting Person
None
8. Check if the Aggregate Amount in Row (7) Excludes Certain Shares / /
9. Percent of Class Represented by Amount in Row (7)
0.0%
10. Type of Reporting Person
CO
</TABLE>
3
<PAGE>
This Amendment No. 3 to the Tender Offer Statement on Schedule 14D-1 (the
"Statement") relates to the offer by TAQU, Inc. (the "Purchaser"), a Delaware
corporation and an indirect wholly owned subsidiary of Thyssen
Aktiengesellschaft, a corporation organized under the laws of the Federal
Republic of Germany ("Thyssen"), to purchase all outstanding shares of Common
Stock, $.10 par value per share of the Company together with any associated
preferred share purchase rights (the "Rights" and together with the Common
Stock, the "Shares") issued pursuant to the Rights Agreement between the Company
and Firstar Trust Company, as rights agent, at a price of $21.00 per Share, net
to the seller in cash, without interest thereon (the "Offer Price"), upon the
terms and subject to the conditions set forth in the Purchaser's Offer to
Purchase, dated June 18, 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"), copies of which are
attached to the Statement as Exhibits (a)(1) and (a)(2), respectively. Unless
the context otherwise requires, all references to Shares include the Rights.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(c) of the Statement is hereby amended and supplemented by adding
thereto the following:
On July 17, 1997, Thyssen issued a press release, a copy of which is
included as Exhibit (a)(10) hereto. The information contained therein is
incorporated by reference herein.
ITEM 11. MATERIAL TO BE FILED ON EXHIBITS.
Item 11 of the Statement is hereby amended to add the following exhibit:
(a)(10) Press Release dated July 17, 1997.
4
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: July 17, 1997
THYSSEN AKTIENGESELLSCHAFT
By: /s/ DR. ECKHARD ROHKAMM
-----------------------------------------
Name: Dr. Eckhard Rohkamm
Title: Member of the Executive Board
By: /s/ DR. ECKART BROCKFELD
-----------------------------------------
Name: Dr. Eckart Brockfeld
Title: Authorized Officer
TAQU, INC.
By: /s/ AXEL KIRSCH
-----------------------------------------
Name: Axel Kirsch
Title: President
5
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C> <C>
(a)(10) Press release dated July 17, 1997
</TABLE>
<PAGE>
EXHIBIT (A)(10)
THYSSEN AG
NEWS RELEASE
FOR IMMEDIATE RELEASE
CONTACTS:
<TABLE>
<S> <C>
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
</TABLE>
THYSSEN EXTENDS TENDER OFFER FOR GIDDINGS & LEWIS MERGER TO JULY 30, 1997
DUESSELDORF, GERMANY, JULY 17, 1997 -- Thyssen AG announced today that its
subsidiary, TAQU, Inc., had extended its cash tender offer for all outstanding
shares of Giddings & Lewis, Inc. common stock until 5 P.M., New York City time,
on Wednesday, July 30, 1997, unless extended. As of 5 P.M., New York City time,
on Wednesday, July 16, 1997, 29,866,115 shares (constituting approximately 96%
of the outstanding Giddings & Lewis, Inc. common stock), including 1,900,311
shares tendered pursuant to the procedure for guaranteed delivery, had been
tendered in connection with the tender offer. The tender offer remains subject
to the conditions previously announced.
Thyssen filed a pre-merger notification with the German Federal Cartel
Office on June 20, 1997. The tender offer may not be consummated without the
approval of the Federal Cartel Office. Under German law, during a statutory
one-month period following the filing, the FCO must either come to a final
decision as to the compatibility of the transaction with the German market, or
inform the parties that it has initiated an in-depth review of the transaction.
The statutory one-month period is to expire on July 21, 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.
