-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TtFmuztyaqoRvDmueaGvl9oPtMfnydZdJ+uu+H/OaiBauSWFLEpT6HqYlTvGtNyH cuBoicPXuJWKE+6OSbb60A== 0000898822-97-000459.txt : 19970528 0000898822-97-000459.hdr.sgml : 19970528 ACCESSION NUMBER: 0000898822-97-000459 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970527 SROS: NASD GROUP MEMBERS: DSFA CORPORATION GROUP MEMBERS: HARNISCHFEGER INDUSTRIES INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GIDDINGS & LEWIS INC /WI/ CENTRAL INDEX KEY: 0000851588 STANDARD INDUSTRIAL CLASSIFICATION: METALWORKING MACHINERY & EQUIPMENT [3540] IRS NUMBER: 391643189 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42769 FILM NUMBER: 97614588 BUSINESS ADDRESS: STREET 1: 142 DOTY ST CITY: FOND DU LAC STATE: WI ZIP: 54935 BUSINESS PHONE: 4149219400 MAIL ADDRESS: STREET 1: 142 DOTY ST CITY: FOND DU LAC STATE: WI ZIP: 54935 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARNISCHFEGER INDUSTRIES INC CENTRAL INDEX KEY: 0000801898 STANDARD INDUSTRIAL CLASSIFICATION: MINING MACHINERY & EQUIP (NO OIL & GAS FIELD MACH & EQUIP) [3532] IRS NUMBER: 391566457 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 13400 BISHOPS LN CITY: BROOKFIELD STATE: WI ZIP: 53005 BUSINESS PHONE: 4146714400 MAIL ADDRESS: STREET 1: P.O. BOX 554 CITY: MILWAUKEE STATE: WI ZIP: 53201-0554 SC 14D1/A 1 14D-1 AMENDMENT NO. 6 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 6 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 GIDDINGS & LEWIS, INC. (Name of Subject Company) DSFA CORPORATION HARNISCHFEGER INDUSTRIES, INC. (Bidders) COMMON STOCK, $.10 PAR VALUE PER SHARE (Title of Class of Securities) 375048-10-5 (CUSIP Number of Class of Securities) K. THOR LUNDGREN, ESQ. HARNISCHFEGER INDUSTRIES, INC. 3600 SOUTH LAKE DRIVE ST. FRANCIS, WISCONSIN 53235 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Persons Filing Statement) COPY TO: ANDREW R. BROWNSTEIN, ESQ. WACHTELL, LIPTON, ROSEN & KATZ 51 WEST 52ND STREET NEW YORK, NEW YORK 10019 (212) 403-1000 This Statement amends and supplements the Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange Commission on April 28, 1997, as amended (the "Schedule 14D-1"), relating to the offer by DSFA Corporation, a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Harnischfeger Industries, Inc., a Delaware corporation ("Parent"), to purchase all outstanding shares of Common Stock, $.10 par value per share (the "Common Shares"), together with (unless and until the Purchaser declares that the Rights Condition is satisfied) the Rights, of Giddings & Lewis, Inc., a Wisconsin corporation (the "Company"), at a price of $19 per Common Share (and associated Right), net to the seller in cash, without interest thereon (the "Offer Price"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 28, 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"). Capitalized terms used and not defined herein shall have the meanings assigned such terms in the Offer to Purchase and the Schedule 14D-1. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY ITEM 10. ADDITIONAL INFORMATION. On May 22, 1997, Parent delivered to the Company Written Demands to call the Special Meeting from holders of in excess of 10% of the outstanding Common Shares. On May 23 and May 27, Parent delivered to the Company additional Written Demands. The Purchaser has extended the Offer until midnight, Eastern Daylight Time, on Friday, May 30, 1997. On May 27, 1997, Parent issued a press release relating to the delivery of Written Demands and to the extension of the Offer. The full text of such press release is filed herewith as Exhibit (a)(15) and is incorporated herein by reference. On May 27, 1997, Mr. Grade sent a letter to Mr. Isles. The full text of Mr. Grade's letter is set forth in a press release issued by Parent on May 27, 1997, which press release is filed herewith as Exhibit (a)(16) and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS (a)(15) Press release, dated May 27, 1997, issued by Parent. (a)(16) Press release, dated May 27, 1997, issued by Parent. SIGNATURES After due inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. HARNISCHFEGER INDUSTRIES, INC. By: /s/ Francis M. Corby, Jr. Name: Francis M. Corby, Jr. Title: Executive Vice President for Finance and Administration DSFA CORPORATION By: /s/ Francis M. Corby, Jr. Name: Francis M. Corby, Jr. Title: Vice President and Treasurer Dated: May 27, 1997 EXHIBIT INDEX EXHIBIT NO.* DESCRIPTION (a)(1)* Offer to Purchase, dated April 28, 1997. (a)(2)* Form of Letter of Transmittal. (a)(3)* Form of Letter from Lehman Brothers Inc. to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. (a)(4)* Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Nominees to Clients. (a)(5)* Form of Notice of Guaranteed Delivery. (a)(6)* Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(7)* Summary Advertisement as published in The Wall Street Journal on April 28, 1997. (a)(8)* Text of Press Release, dated April 25, 1997. (a)(9)* Text of Press Release, dated April 28, 1997. (a)(10)* Text of Press Release, dated May 8, 1997, issued by Parent. (a)(11)* Text of Press Release, dated May 9, 1997, issued by Parent. (a)(12)* Text of Letter, dated May 9, 1997, from Jeffery T. Grade to Marvin L. Isles. (a)(13)* Press release, dated May 13, 1997, issued by Parent. (a)(14)* Press release, dated May 15, 1997, issued by Parent. (a)(15) Press release, dated May 27, 1997, issued by Parent. (a)(16) Press release, dated May 27, 1997, issued by Parent. (b)(1)* Commitment Letter, dated April 21, 1997, among Harnischfeger Industries, Inc., The Chase Manhattan Bank and Chase Securities Inc. (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) None. (g)(1)* Preliminary Solicitation Statement of Harnischfeger Industries, Inc. and DSFA Corporation, filed with the Commission on April 28, 1997. _______________________________ * Previously filed. EXHIBIT INDEX EXHIBIT NO. DESCRIPTION (g)(2)* Preliminary Proxy Statement of Harnischfeger Industries, Inc. and DSFA Corporation, filed with the Commission on April 28, 1997. (g)(3)* Complaint seeking Declaratory and Injunctive Relief filed in the United States District Court for the Eastern District of Wisconsin on April 25, 1997. (g)(4)* Revised Preliminary Solicitation Statement of Harnischfeger Industries, Inc. and DSFA Corporation, filed with the Commission on May 13, 1997. (g)(5)* Revised Preliminary Proxy Statement of Harnischfeger Industries, Inc. and DSFA Corporation, filed with the Commission on May 13, 1997. (g)(6)* Definitive Solicitation Statement of Harnischfeger Industries, Inc. and DSFA Corporation, filed with the Commission on May 15, 1997. _______________________________ * Previously filed. EX-99 2 EXHIBIT (A)(15) Exhibit (a)(15) For further Information on this release, call Contact: Francis M. Corby, Jr. James C. Benjamin David A. Brukardt Executive Vice President V.P. and Controller Director, Corporate Finance and Administration (414) 486-6870 Communication (414) 486-6518 (414) 486-6474 HARNISCHFEGER EXTENDS CASH TENDER OFFER FOR G&L AND DELIVERS DEMANDS TO CALL SPECIAL MEETING MILWAUKEE -- May 27, 1997 -- Harnischfeger Industries, Inc. (NYSE:HPH) today announced an extension until midnight EDT, Friday, May 30, 1997, of its cash tender offer for all issued and outstanding shares of Giddings & Lewis, Inc. (NASDAQ:GIDL) at a price of $19 per share. The tender offer and withdrawal rights were previously scheduled to expire at midnight on May 23. Harnischfeger has been advised by the depositary for the tender offer that as of midnight on May 23, 1997, ap- proximately 1,023,127 shares of G&L stock had been tendered and not withdrawn. Harnischfeger also announced that on Thursday, May 22, it delivered to G&L written demands to call a special meet- ing of G&L shareholders from holders of more than 10 percent of the outstanding G&L shares. "To our knowledge, the time, date, place and record date of the special meeting have not yet been announced by G&L," a Harnischfeger official said. The G&L bylaws require -2- G&L to call a special meeting upon receipt of written demands from holders of more than 10 percent of outstanding G&L shares. At the special meeting, G&L shareholders will have the opportunity to vote to remove the G&L board of directors and take other actions to facilitate Harnischfeger's tender offer to acquire all outstanding G&L shares for $19 per share in cash. ##### HARNISCHFEGER INDUSTRIES, INC. [NYSE:HPH] IS A GLOBAL COMPANY WITH BUSINESS SEGMENTS INVOLVED IN THE MANUFACTURE AND DISTRI- BUTION OF EQUIPMENT FOR UNDERGROUND MINING (JOY MINING MACHIN- ERY), SURFACE MINING (P&H MINING EQUIPMENT), PULP AND PAPERMAK- ING (BELOIT CORPORATION), AND MATERIAL HANDLING (P&H MATERIAL HANDLING). EX-99 3 EXHIBIT (A)(16) Exhibit (a)(16) For further Information on this release, call Contact: Francis M. Corby, Jr. James C. Benjamin David A. Brukardt Executive Vice President V.P. and Controller Director, Corporate Finance and Administration (414) 486-6870 Communication (414) 486-6518 (414) 486-6474 HARNISCHFEGER ISSUES LETTER TO GIDDINGS & LEWIS MILWAUKEE -- MAY 27 -- Harnischfeger Industries, Inc. (NYSE:HPH) sent this letter to Giddings & Lewis (NASDAQ:GIDL) today: Mr. Marvin L. Isles Chairman and Chief Executive Officer Giddings & Lewis, Inc. P.O. Box 590 142 Doty Street Fond du Lac, WI 54936-0590 Dear Marv: As you know, this morning we extended our tender offer for Giddings & Lewis until midnight, Friday. We have come to believe that the board of G&L has placed itself on a course that has already unnecessarily prolonged matters. In this unproductive period, we believe the value of G&L is being placed in serious jeopardy. Indeed, from the G&L filings which we have reviewed, diminution of value has already occurred. We urge you to bring this matter to a time end. Our price of $19 per share is our best and final offer and represents what we believe is to be the fair value today of Giddings & Lewis. We ask that your board act responsibly to our offer and waive applicability of the impediments you have placed between our offer and your shareholders. If the "pill" and other impediments are waived we believe the majority of outstanding G&L shares will be tendered to us. -2- Marv, I urge you to consider the benefits to your shareholders, customers and employees in accepting our offer. We are prepared to enter into immediate discussions on merger documents and rapidly conclude a transaction which will be beneficial for all. I urge your support. Best regards, Jeffery T. Grade Chairman and Chief Executive Officer ##### HARNISCHFEGER INDUSTRIES, INC. [NYSE:HPH] IS A GLOBAL COMPANY WITH BUSINESS SEGMENTS INVOLVED IN THE MANUFACTURE AND DISTRIBUTION OF EQUIPMENT FOR UNDERGROUND MINING (JOY MINING MACHINERY), SURFACE MINING (P&H MINING EQUIPMENT), PULP AND PAPERMAKING (BELOIT CORPORATION), AND MATERIAL HANDLING (P&H MATERIAL HANDLING). -----END PRIVACY-ENHANCED MESSAGE-----