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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 14, 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. 2)
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>
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This Amendment No. 2 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.
Section 14 of the Offer to Purchase is hereby amended by deleting the
introductory paragraph therein and replacing such deleted paragraph with the
following introductory paragraph:
"Notwithstanding any other provision of the Offer and provided that
Purchaser shall not be obligated to accept for payment any Shares until (i)
expiration of all applicable waiting periods under the German Act Against
Restraints of Competition (the "AARC") and (ii) the Minimum Condition shall have
been satisfied, Purchaser shall not be required to accept for payment or pay
for, or may delay the acceptance for payment of or payment for, any Shares
tendered pursuant to the Offer, or may, subject to the terms of the Merger
Agreement, terminate or amend the Offer if on or after June 11, 1997, and at or
before the Expiration Date, any of the following events shall occur (or become
known to Thyssen) and remain in effect:"
ITEM 10. ADDITIONAL INFORMATION.
Item 10(c) of the Statement is hereby amended and supplemented by adding
thereto the following:
The waiting period under the HSR Act expired at 11:59 p.m., New York City
time on July 12, 1997. On July 14, 1997, the Company and Thyssen issued a press
release to such effect. The full text of the press release is filed herewith as
Exhibit(a)(9) and is incorporated by reference herein.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Statement is hereby amended to add the following exhibit:
(a)(9) Press release dated July 14, 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 14, 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> <C>
(a)(9) Press Release dated July 14, 1997
</TABLE>
<PAGE>
EXHIBIT (A)(9)
GIDDINGS & LEWIS, INC. AND THYSSEN AG
NEWS RELEASE
FOR IMMEDIATE RELEASE
<TABLE>
<S> <C>
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
</TABLE>
HART-SCOTT-RODINO WAITING PERIOD FOR THYSSEN--
GIDDINGS & LEWIS MERGER EXPIRED ON JULY 12, 1997
FOND DU LAC, WI, JULY 14, 1997--Giddings & Lewis, Inc. (Nasdaq: GIDL) and
Thyssen AG announced today that the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, with respect to the acquisition
of Giddings & Lewis by Thyssen, expired at 11:59 p.m., New York City time, on
July 12, 1997. Thyssen's tender offer for all of the outstanding common shares
of Giddings & Lewis remains subject to the other conditions listed in the offer
to purchase, including clearance by the German Federal Cartel Office.
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 products, manufactures
steel products and provides trading and services such as logistics, distribution
of production materials and waste management, and lately cellular telephony. The
capital goods include automation systems, machine tools, elevators and
automotive supplies.
