Giddings & Lewis Inc/WI – ‘SC 14D9/A’ on 8/1/97 re: Giddings & Lewis Inc/WI

As of:  Friday, 8/1/97   ·   Accession #:  950172-97-718   ·   File #:  5-42769

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Amendment to Tender-Offer Solicitation/Recommendation Statement   —   Schedule 14D-9
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D9/A   Schedule 14D9 - Amendment No. 6                        4±    18K 
 2: EX-99       Exhibit (15) - Press Release                           4±    16K 

SC 14D9/A   —   Schedule 14D9 – Amendment No. 6
Document Table of Contents

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 1, 1997    

SECURITIES AND EXCHANGE COMMISSION    
WASHINGTON, D.C. 20549    

AMENDMENT NO. 6     

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 3.   IDENTITY AND BACKGROUND.                          

Item 3(b) is hereby amended and supplemented by   
adding thereto the following:                               

  The Information Statement containing the information
required by Section 14(f) of the Securities and Exchange    
Act of 1934 (the "Exchange Act") and Rule 14f-1             
promulgated thereunder, relating to the appointment of      
persons designated by Thyssen to a majority of the seats    
on the Board of Directors of the Company, is hereby amended 
and supplemented by the Supplement to Information           
Statement, which is attached as Schedule I-A hereto and     
is incorporated herein by reference.                        

ITEM 8.   ADDITIONAL INFORMATION TO BE FURNISHED            

Item 8(e) of the Schedule 14D-9 is hereby amended 
and supplemented by adding thereto the following:           

On July 31, 1997, Thyssen announced that TAQU had 
accepted for payment and purchased all Shares tendered      
pursuant to the Thyssen Offer.  The Thyssen Offer expired   
as scheduled at 5:00 p.m., New York City time, on           
Wednesday, July 30, 1997.  Thyssen said that                
approximately 30,046,549 Shares had been tendered in the    
Thyssen Offer, including approximately 626,826 by notice    
of guaranteed delivery, which constitutes over 96% of the   
outstanding Shares.  The full text of the press release     
is filed herewith as Exhibit 15, which press release is     
incorporated by reference.                                  

ITEM 9.   MATERIAL TO BE FILED AS EXHIBITS                  

Exhibit 15     Press Release issued by Thyssen AG,
dated July 31, 1997.

SCHEDULE I.    INFORMATION STATEMENT                        

The Information Statement, previously mailed to   
shareholders of record on or about June 18, 1997, is        
hereby amended and supplemented by the Supplement to        
Information Statement, mailed on or about August 1, 1997,   
to shareholders of record on July 31, 1997.  The            
Supplement relates to the appointment of persons            
designated by Thyssen to a majority of the seats on the     
Board of Directors of the Company.  The Information         
Statement, as supplemented, contains the information        
required by Section 14(f) of the Exchange Act and Rule      
14f-1 promulgated thereunder, which Supplement is           
attached as Schedule I-A hereto and incorporated herein     
by reference.                                               

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:  August 1, 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.
Exhibit 15    Press Release issued by Thyssen AG, dated   
July 31, 1997.                

_____________________________________                       

*Previously Filed                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 14D9/A’ Filing		Date		Other Filings
Filed on:		8/1/97
		7/31/97		SC 14D1/A
		7/30/97
		7/24/97		SC 14D1/A,  SC 14D9/A
		7/22/97		SC 14D1/A,  SC 14D9/A
		7/14/97		SC 14D1/A,  SC 14D9/A
		7/2/97		SC 14D1/A,  SC 14D9/A
		6/18/97		SC 14D1,  SC 14D9
		6/12/97		8-K,  SC 14D1/A
		6/11/97		SC 14D1/A,  SC 14D9/A
		6/8/97
		5/13/97		PRRN14A,  SC 14D1/A,  SC 14D9/A
		5/8/97		SC 14D9
		5/6/97
		4/25/97
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