<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT
(AMENDMENT NO. 1)
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)
------------------------------
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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
<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
<PAGE>
<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. 1 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 hereto 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:
Pursuant to the HSR Act, Thyssen filed a Notification and Report Form with
respect to the acquisition of Shares pursuant to the Offer with the Antitrust
Division and the FTC on June 16, 1997. 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 informataion or documentary material prior thereto.
4
<PAGE>
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 2, 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
