SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
________________
GIDDINGS & LEWIS, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 36-1643189
(State of incorporation (I.R.S. employer
or organization) identification no.)
142 Duty Street
Fond du Lac, Wisconsin
(Address of principal executive offices)
54935
(zip code)
________________
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be registered to be registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
(Title of class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The response to Item 1 is hereby amended to read in
its entirety as follows:
On August 23, 1995, the Board of Directors of
Giddings & Lewis, Inc. (the "Company") declared a
dividend distribution of one preferred share purchase
right (a "Right") for each outstanding share of common
stock, $.10 par value (the "Common Shares"), of the
Company to shareholders of record at the close of
business on September 8, 1995. Each Right entitles the
registered holder to purchase from the Company one
one-hundredth of a share of Class A Preferred Stock,
Series B, $.10 par value (the "Preferred Shares"), of the
Company at a price of $60 per one one-hundredth of a
Preferred Share, subject to adjustment (the "Purchase
Price"). The description and terms of the Rights are set
forth in a Rights Agreement, dated as of August 23, 1995
(the "Rights Agreement"), as amended by the First
Amendment to Rights Agreement (the "First Amendment"),
dated as of June 8, 1997, between the Company and Firstar
Trust Company, as Rights Agent (the "Rights Agent").
Presently, the Rights are attached to all Common
Share certificates representing shares outstanding and no
separate Rights certificates have been distributed. The
Rights will separate from the Common Shares upon the
earlier of (i) 10 days following a public announcement
that a person or group of affiliated or associated
persons (other than the Company, a subsidiary of the
Company or an employee benefit plan of the Company or a
subsidiary) (an "Acquiring Person") has acquired
beneficial ownership of 20% or more of the outstanding
Common Shares (the "Shares Acquisition Date") or (ii) 10
business days (or such later date as may be determined by
action of the Company's Board of Directors prior to such
time as any person becomes an Acquiring Person) following
the commencement of, or announcement of an intention to
make, a tender offer or exchange offer the consummation
of which would result in the beneficial ownership by a
person or group (other than the Company, a subsidiary of
the Company or an employee benefit plan of the Company or
a subsidiary) of 20% or more of such outstanding Common
Shares (the earlier of such dates being called the
"Distribution Date"); provided, however, that a
Distribution Date or a Shares Acquisition Date will not
occur, and a Permitted Purchaser (as defined below) will
not become an Acquiring Person, as a result of (x) the
execution of that certain Agreement and Plan of Merger,
dated as of June 11, 1997 (the "Merger Agreement"), by
and among the Company, Thyssen Aktiengesellschaft and its
wholly-owned subsidiary, TAQU, Inc. (the "Permitted
Purchasers"), (y) the commencement of a tender offer for
Common Shares by the Permitted Purchasers pursuant to the
Merger Agreement or (z) the beneficial ownership of Common
Shares by the Permitted Purchasers pursuant to the terms of
the Merger Agreement, if at such time, the Merger Agreement
is in effect and has not been terminated by any party and no
Permitted Purchaser has acquired any Common Shares other
than pursuant to the Merger Agreement (the events
described in clauses (x), (y) and (z) are herein referred
to as "Permitted Transactions").
The Rights Agreement provides that, until the
Distribution Date, the Rights will be transferred with
and only with the Common Shares. Until the Distribution
Date (or earlier redemption or expiration of the Rights),
new Common Share certificates issued after the Record
Date, upon transfer or new issuance of Common Shares,
will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or
earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates representing
shares outstanding, even without such notation, will also
constitute the transfer of the Rights associated with the
Common Shares represented by such certificate. As soon
as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates")
will be mailed to holders of record of the Common Shares
as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the
Distribution Date. The Rights will expire on September
8, 2005 (the "Final Expiration Date"), unless the Rights
are earlier redeemed or exchanged by the Company, in each
case as described below.
The Purchase Price payable, and the number of
Preferred Shares or other securities or property
issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Preferred Shares,
(ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase
Preferred Shares at a price, or securities convertible
into Preferred Shares with a conversion price, less than
the then current market price of the Preferred Shares or
(iii) upon the distribution to holders of the Preferred
Shares of evidences of indebtedness or assets (excluding
regular quarterly cash dividends or dividends payable in
Preferred Shares) or of subscription rights or warrants
(other than those referred to above).
The number of outstanding Rights and the number of
one one-hundredths of a Preferred Share issuable upon
exercise of each Right are also subject to adjustment in
the event of a stock split of the Common Shares or a
stock dividend on the Common Shares payable in Common
Shares or subdivisions, consolidations or combinations of
the Common Shares occurring, in any such case, prior to
the Distribution Date.
Preferred Shares purchasable upon the exercise of
Rights will not be redeemable. Each Preferred Share will
be entitled to a minimum preferential quarterly dividend
payment of $1.00 per share but will be entitled to an
aggregate dividend of 100 times the dividend declared per
Common Share. In the event of liquidation, the holders of
the Preferred Shares will be entitled to a minimum
preferential liquidation payment of $100 per share but
will be entitled to an aggregate payment of 100 times the
payment made per Common Share. Each Preferred Share will
have 100 votes, voting together with the Common Shares.
Finally, in the event of any merger, consolidation or
other transaction in which Common Shares are exchanged,
each Preferred Share will be entitled to receive 100
times the amount received per Common Share. These rights
are protected by customary antidilution provisions.
Because of the nature of the Preferred Shares'
dividend, voting and liquidation rights, the value of the
one one-hundredth interest in a Preferred Share
purchasable upon exercise of each Right should
approximate the value of one Common Share.
In the event that (i) any person becomes an
Acquiring Person, (ii) the Company is the surviving
corporation in a merger with an Acquiring Person and the
Common Shares are not changed or exchanged, (iii) an
Acquiring Person engages in one of a number of
self-dealing transactions specified in the Rights
Agreement, or (iv) during such time as there is an
Acquiring Person, an event occurs which results in such
Acquiring Person's ownership interest being increased by
more than 1% (the events described in clauses (i) - (iv)
are herein referred to as "Flip-In Events"), each holder
of a Right will thereafter have the right to receive upon
exercise that number of Common Shares (or, in certain
circumstances cash, property or other securities of the
Company or a reduction in the Purchase Price) having a
market value of two times the then current Purchase
Price; provided, however, a Flip-In Event will not occur
as a result of a Permitted Transaction.
Notwithstanding any of the foregoing, following the
occurrence of any Flip-In Event all Rights that are, or
(under certain circumstances specified in the Rights
Agreement) were, or subsequently become beneficially
owned by an Acquiring Person, related persons and
transferees will be null and void. For example, if at
the time of such transaction the Common Shares were
trading at $20 per share and the exercise price of the
Rights at such time was $60 per Right, each Right would
thereafter be exercisable at $60 for six Common Shares
(i.e., the number of shares that could be purchased in
the open market for $120, or two times the exercise price
of the Rights).
In the event that, at any time following the Shares
Acquisition Date, (i) the Company is acquired in a merger
or other business combination transaction or (ii) 50% or
more of its consolidated assets or earning power are sold
(the events described in clauses (i) and (ii) are herein
referred to as "Flip-Over Events"), proper provision will
be made so that each holder of a Right will thereafter
have the right to receive, upon the exercise thereof at
the then current Purchase Price, that number of shares of
common stock of the acquiring company which at the time
of such transaction will have a market value of two times
the then current Purchase Price; provided, however, a
Flip-Over Event will not occur as a result of a Permitted
Transaction.
For example, if at the time of such transaction the
acquiring company's common stock was trading at $30 per
share and the exercise price of the Rights at such time
was $60 per Right, each Right would thereafter be
exercisable at $60 for four shares (i.e., the number of
shares that could be purchased for $120 in the open
market, or two times the exercise price of the Rights) of
the acquiring company's common stock.
With certain exceptions, no adjustment in the
Purchase Price will be required until cumulative
adjustments require an adjustment of at least 1% in such
Purchase Price. No fractional Preferred Shares will be
issued (other than fractions which are integral multiples
of one one-hundredth of a Preferred Share, which may, at
the election of the Company, be evidenced by depositary
receipts). In lieu thereof, an adjustment in cash will
be made based on the market price of the Preferred Shares
on the last trading day prior to the date of exercise.
The Purchase Price is payable by certified check,
cashier's check, bank draft or money order or, if so
provided by the Company, the Purchase Price following the
occurrence of a Flip-In Event and until the first
occurrence of a Flip-Over Event may be paid in Common
Shares having an equivalent value.
At any time after a person becomes an Acquiring
Person and prior to the acquisition by any Acquiring
Person of 50% or more of the outstanding Common Shares,
the Board of Directors of the Company may exchange the
Rights (other than Rights owned by any Acquiring Person
which have become void), in whole or in part, at an
exchange ratio of one Common Share, or one one-hundredth
of a Preferred Share (or of a share of a class or series
of the Company's preferred stock having equivalent
rights, preferences and privileges), per Right (subject
to adjustment).
At any time prior to a person becoming an Acquiring
Person, the Board of Directors of the Company may redeem
the Rights in whole, but not in part, at a price of $.01
per Right (the "Redemption Price"). The redemption of
the Rights may be made effective at such time, on such
basis and with such conditions as the Board of Directors
in its sole discretion may establish. Immediately upon
any redemption of the Rights, the right to exercise the
Rights will terminate and the only right of the holders
of Rights will be to receive the Redemption Price.
Other than provisions relating to principal economic
terms of the Rights, the terms of the Rights may be
amended by the Board of Directors of the Company without
the consent of the holders of the Rights, including an
amendment to lower the threshold for exercisability of
the Rights from 20% to not less than 10%, with
appropriate exceptions for any person then beneficially
owning a percentage of the number of Common Shares then
outstanding equal to or in excess of the new threshold,
except that from and after the Distribution Date no such
amendment may adversely affect the interests of the
holders of the Rights.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a shareholder of the
Company, including, without limitation, the right to vote
or to receive dividends.
While distribution of the Rights will not constitute
a taxable event to the shareholders or the Company, the
shareholders may, depending on the circumstances,
recognize taxable income in the event that the Rights
become exercisable for Preferred Shares (or other
consideration) of the Company or for common stock of the
acquiring company, as set forth above.
On June 11, 1997, there were 31,043,365 Common
Shares issued and outstanding (and 1,071,862 Common
Shares reserved for issuance pursuant to exercisable
options). Until the Distribution Date the Company will
issue one Right with each Common Share that shall become
outstanding so that all such shares will have attached
Rights.
The Rights have certain anti-takeover effects. The
Rights will cause substantial dilution to a person or
group that attempts to acquire the Company without
conditioning the offer on redemption of the Rights or on
a substantial number of Rights being acquired. The
Rights should not interfere with any merger or other
business combination approved by the Board of Directors
of the Company prior to the time that the Rights may not
be redeemed (as described above) since the Board of
Directors may, at its option, at any time until the
Shares Acquisition Date redeem all but not less than all
the then outstanding Rights at $.01 per Right. The
Rights are designed to provide additional protection
against abusive takeover tactics such as offers for all
shares at less than full value or at an inappropriate
time (in terms of maximizing long-term shareholder
value), partial tender offers and selective open-market
purchases. The Rights are intended to assure that the
Company's Board of Directors has the ability to protect
shareholders and the Company if efforts are made to gain
control of the Company in a manner that is not in the
best interests of the Company and its shareholders.
The foregoing description of the Rights does not
purport to be complete and is qualified in its entirety
by reference to (i) the Rights Agreement, which includes
as Exhibit B the Form of Rights Certificate, incorporated
herein by reference to the Form 8-A as originally filed
and (ii) the First Amendment to Rights Agreement attached
hereto as an exhibit and incorporated herein by
reference.
ITEM 2. EXHIBITS.
The response to Item 2 is hereby amended to read in
its entirety as follows:
(4.1) Rights Agreement, dated as of August 23,
1995, between Giddings & Lewis, Inc. and
Firstar Trust Company, which includes as
Exhibit A thereto the Terms of the Class A
Preferred Stock, Series B, as Exhibit B
thereto the Form of Rights Certificate,
and as Exhibit C thereto the Summary of
Rights to Purchase Preferred Shares.*
(4.2) First Amendment to Rights Agreement, dated
as of June 8, 1997, between Giddings &
Lewis, Inc. and Firstar Trust Company.
_________________
* Filed as an exhibit to Form 8-A as originally filed.
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly
caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
GIDDINGS & LEWIS, INC.
Date: June 27, 1997 By:/s/ Douglas E. Barnett
__________________________
Name: Douglas E. Barnett
Title: Vice President and
Corporate Controller
GIDDINGS & LEWIS, INC.
FORM 8-A/A
EXHIBIT INDEX
Exhibit
Number Description
4.1 Rights Agreement, dated as of August 23, 1995,
between Giddings & Lewis, Inc. and Firstar
Trust Company, which includes as Exhibit A
thereto the Terms of the Class A Preferred
Stock, Series B, as Exhibit B thereto the Form
of Right Certificate, and as Exhibit C thereto
the Summary of Rights to Purchase Preferred
Shares.*
4.2 First Amendment to Rights Agreement, dated as
of June 8, 1997, between Giddings & Lewis, Inc.
and Firstar Trust Company.
_________________
* Filed as an exhibit to Form 8-A as originally filed.
EXHIBIT 4.2
FIRST AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT made and entered into as of the 8th
day of June, 1997, by and between Giddings & Lewis, Inc.
(the "Company") and Firstar Trust Company (the "Rights
Agent"), under the Rights Agreement dated as of August
23, 1995, by and between the Company and the Rights Agent
(the "Agreement").
WHEREAS, the Company and the Rights Agent have
heretofore executed and entered into the Rights
Agreement; and
WHEREAS, pursuant to Section 27 of the Rights
Agreement, the Company may from time to time prior to the
Distribution Date (as defined therein) supplement or
amend the Rights Agreement in accordance with the
provisions of Section 27 thereof; and
WHEREAS, it is proposed that the Company enter
into an Agreement and Plan of Merger (the "Merger
Agreement"), among the Company, Thyssen
Aktiengesellschaft ("Parent") and TAQU, Inc., a wholly-
owned subsidiary of Parent; and
WHEREAS, the Board of Directors of the Company
has determined that the transactions contemplated by the
Merger Agreement are fair to and in the best interests of
the Company and its stockholders; and
WHEREAS, the Board of Directors has determined
that it is in the best interests of the Company and its
stockholders to amend the Rights Agreement to exempt the
Merger Agreement and the transactions contemplated
thereby from the application of the Rights Agreement.
NOW THEREFORE, the Company and the Rights Agent
hereby amend the Rights Agreement as follows:
A. Section 1(c) is hereby amended by adding
the following at the end of such Section:
Notwithstanding the foregoing, for purposes of
this Agreement, neither Thyssen
Aktiengesellschaft ("Parent") nor TAQU, Inc., a
wholly-owned subsidiary of Parent (the
"Permitted Purchasers") shall be deemed to be
the beneficial owner of or to beneficially own
any shares of Common Stock of the Company if
and so long as (i) that certain Agreement and
Plan of Merger, dated as of the June 11, 1997,
among the Company and the Permitted Purchasers
(the "Merger Agreement") has been fully
executed, is in effect and has not been
terminated by any party thereto and (ii) no
Permitted Purchaser has acquired any shares of
Common Stock other than pursuant to the terms
of the Merger Agreement.
B. The Agreement is hereby further amended to
add a new Section 34 to the Agreement which shall read in
its entirety as follows:
Section 34. Nothing in this Agreement shall be
construed to create or cause a Distribution
Date or Shares Acquisition Date or to
constitute a Section 11(a)(ii) Event or Section
13 Event or give any holder of Rights or any
other Person any legal or equitable rights,
remedy or claim under the Agreement solely as a
result of or in connection with the execution
of the Merger Agreement or the commencement or
consummation of the transactions contemplated
by the Merger Agreement.
C. This Amendment shall be deemed to be a
contract made under the laws of the State of Wisconsin
and for all purposes shall be governed by and construed
in accordance with the laws of such state applicable to
contracts to be made and performed entirely within such
state.
D. This Amendment may be executed in any
number of counterparts, each of which shall for all
purposes be deemed an original, and all of which together
shall constitute but one and the same instrument.
E. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise alter,
modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements
contained in the Rights Agreement, all of which are
ratified and affirmed in all respects and shall continue
in full force and affect.
IN WITNESS WHEREOF, the parties have caused
this Amendment to be duly executed as of the date first
above written.
Attest: GIDDINGS & LEWIS, INC.
By: /s/ Todd A. Dillmann By: /s/ Douglas E. Barnett
______________________ __________________________
Name: Todd A. Dillmann Name: Douglas E. Barnett
Title: Secretary Title: Vice President and Corporate
Controller
Attest: FIRSTAR TRUST COMPANY
By: /s/ Yvonne Siira By: /s/ William Caruso
_______________________ ______________________
Name: Yvonne Siira Name: William Caruso
Title: Assistant Secretary Title: Assistant Vice President
