AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
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 (the "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
On June 18, 1997, the Company issued a press release
relating to the commencement of the Offer by TAQU. The
full text of the press release is filed herewith as Exhibit
10, which press release is incorporated herein by refer-
ence.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 10 Press Release issued by Giddings &
Lewis, Inc., dated June 18, 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: June 18, 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.
_____________________________________
*Previously Filed
EXHIBIT 10
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
THYSSEN AG COMMENCES $21 PER SHARE ALL-CASH TENDER OFFER
FOR GIDDINGS & LEWIS
FOND DU LAC, WI, JUNE 18, 1997 -- GIDDINGS & LEWIS, INC.
(NASDAQ: GIDL) announced today that a subsidiary of
Thyssen AG commenced its all-cash tender offer for all
shares of Giddings & Lewis, Inc. at a price of $21 per
share.
The two companies previously announced on
Thursday, June 12, that they had signed a definitive
merger agreement for the acquisition of Giddings & Lewis
by Thyssen. The Giddings & Lewis Board of Directors
unanimously approved this transaction and recommends that
all shareholders tender their shares to Thyssen.
Tender offer materials have been filed with the
U.S. Securities and Exchange Commission and are being
mailed today to holders of Giddings & Lewis shares.
The tender offer and withdrawal rights will
expire at 12:00 midnight (New York City Time), July 16,
1997, unless extended. The offer is conditioned upon,
among other things, there being validly tendered and not
withdrawn shares representing at least a majority of the
outstanding shares, and the receipt of certain regulatory
approvals. Following the completion of the tender offer,
Thyssen AG will consummate a second step merger in which
remaining Giddings & Lewis shareholders will also receive
$21 per share in cash.
Shareholders with questions about the tender
offer may call the information agent for the offer,
Morrow & Co. Inc., at 800-566-9061.
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.
