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