AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
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 Solicita-
tion/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:
On June 16, 1997, Thyssen filed a Notification and
Report Form with respect to the Thyssen Offer and the
Thyssen Merger under the HSR Act. On June 27, 1997,
Thyssen filed certain corrected information with the
consequence that a new 15-calendar day waiting period
commenced on such date. Accordingly, the waiting period
under the HSR Act will expire at 11:59 p.m., New York
City time on July 12, 1997, unless early termination of
the waiting period is granted or Thyssen receives a
request for additional information or documentary material
prior thereto.
On July 2, 1997, the Company issued a press release
relating to the foregoing matter. The full text of the
press release is filed herewith as Exhibit 11, which
press release is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 11 Press Release issued by Giddings & Lewis,
Inc., dated July 2, 1997.
SIGNATURE
After due inquiry and to the best of its knowledge
and belief, the undersigned certifies that the informa-
tion 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 2, 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 Injunc-
tive 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 re-
spect to the HII Offer, filed with the Com-
mission 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 Com-
pany 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.
_____________________________________
*Previously Filed
EXHIBIT 11
GIDDINGS & LEWIS
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
INITIAL HART-SCOTT-RODINO WAITING PERIOD FOR THYSSEN -
GIDDINGS & LEWIS MERGER TO EXPIRE ON JULY 12, 1997
FOND DU LAC, WI, JULY 2, 1997 -- GIDDINGS & LEWIS, INC.
(NASDAQ: GIDL) announced today that it has been advised
that the Premerger Notification and Report Form filed by
Thyssen AG under the Hart-Scott-Rodino Antitrust Improve-
ments Act of 1976, as amended (the "HSR Act"), with
respect to the acquisition of Giddings & Lewis by Thyssen
was deemed to have been filed with the Federal Trade
Commission and the Antitrust Division of the Department
of Justice on June 27, 1997. Accordingly, the waiting
period under the HSR Act with respect to the transaction
will expire at 11:59 p.m., New York City time, on July
12, 1997, unless Thyssen receives a request for addition-
al information or documentary material or the waiting
period with respect to the transaction is earlier terminated.
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 $26.2
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 prod-
ucts, manufactures steel products and provides trading
and services such as logistics, distribution of produc-
tion materials and waste management, and lately cellular
telephony. The capital goods include automation systems,
machine tools, elevators and automotive supplies.
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