AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 24, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 5
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
Solicitation/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(a) of this Statement is hereby amended and
supplemented by adding thereto the following:
On July 2, 1997, pursuant to a stipulation for
dismissal among HII, DSFA and the Company, the
action brought by HII and DSFA against the Company
and certain of the Company directors, entitled
Harnischfeger Indus., Inc. v. Isles, et al. C.A.
No. 97-C-0488, as described previously, was
dismissed. A copy of such complaint has been filed
as Exhibit 7 hereto and is incorporated hereunder by
reference.
On July 3, 1997, pursuant to a notice of
voluntary dismissal filed by the plaintiffs in a
class action complaint brought against the Company and
certain of its directors, entitled Charles Miller, et al.
v. Giddings & Lewis, Inc. et al. No. 97 CV 003823, as
described previously, was dismissed. A copy of
such complaint has been filed as Exhibit 8 hereto
and is incorporated hereunder by reference.
On July 3, 1997, the plaintiffs in a federal
derivative and individual action brought against the
Company's directors and the Company as nominal
defendant, entitled Charles Miller, et al. v. Isles,
et al. No. 97-C-0561, as described previously, was
voluntarily dismissed by the plaintiffs pursuant to
a notice of dismissal. A copy of such complaint
has been filed as Exhibit 9 hereto and is
incorporated hereunder by reference.
Item 8(e) of this Statement is hereby amended and
supplemented by adding thereto the following:
On July 23, 1997, the German Federal Cartel
Office provided notice of the German antitrust
authorities' approval of Thyssen's acquisition of
the Company. On July 24, 1997, the Company and
Thyssen issued a press release to such effect. The
full text of the press release is filed herewith as
Exhibit 14, which press release is incorporated
herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 14 Press Release issued by Giddings & Lewis,
Inc. and Thyssen AG, dated July 24, 1997.
SIGNATURE
After due inquiry and to the best of its knowledge
and belief, the undersigned certifies that the
information 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 24, 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
Injunctive 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
respect to the HII Offer, filed with the
Commission 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
Company 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.
*Exhibit 12 Press Release issued by Giddings & Lewis,
Inc. and Thyssen AG, dated July 14, 1997.
*Exhibit 13 Press Release issued by Thyssen AG, dated
July 22, 1997.
Exhibit 14 Press Release issued by Giddings & Lewis,
Inc. and Thyssen AG, dated July 24, 1997.
_____________________________________
*Previously Filed
[THYSSEN LOGO] 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
GERMAN ANTITRUST AUTHORITIES APPROVE THYSSEN'S
ACQUISITION OF GIDDINGS & LEWIS
DUESSELDORF, GERMANY, JULY 24, 1997 -- Thyssen AG and
Giddings & Lewis, Inc. announced today that they have
been notified by the German Federal Cartel Office that
the German antitrust authorities have approved Thyssen's
acquisition of Giddings & Lewis, Inc. Thyssen's tender
offer for all outstanding shares of common stock of
Giddings & Lewis is scheduled to expire at 5:00 p.m., New
York City time, on July 30, 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 Dueesseldorf, 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 U.S. 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.
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