SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant (X)
Filed by a party other than the registrant ( )
Check the appropriate box:
( ) Preliminary proxy statement
(X) Definitive proxy statement
( ) Definitive additional materials
( ) Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Gleason Corporation
(Name of Registrant as Specified in Its Charter)
Ralph E. Harper
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
(X) $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
( ) $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregrate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11<F1>:
(4) Proposed maximum aggregate value of transaction:
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
[FN]
<F1> Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE>
<PAGE>
Gleason Corporation 1000 University Avenue
P.O. Box 22970
Rochester, New York 14692-2970
April 1, 1994
Dear Stockholder:
You are cordially invited to attend the Annual Meeting
of Gleason Corporation Stockholders to be held on Tuesday, May 3,
at the Company's offices at 1000 University Avenue, Rochester,
New York. Your Board of Directors looks forward to greeting
personally those stockholders able to attend. Enclosed you will
find a postcard to be returned to Gleason Corporation which will
reserve a seat for you at the Annual Meeting. When we receive
your card, tickets for attendance will be mailed to you.
Stockholders must have a ticket to attend the Annual Meeting.
At the meeting, you are being asked to elect two
directors and to appoint independent auditors.
It is important that your shares be represented and
voted at the Annual Meeting whether or not you plan to attend.
Accordingly, you are requested to sign, date and mail the
enclosed proxy at your earliest convenience.
Thank you for your cooperation.
On Behalf of the Board of Directors
Sincerely,
James S. Gleason
James S. Gleason
Chairman and President <PAGE>
<PAGE>
GLEASON CORPORATION
NOTICE OF 1994 ANNUAL MEETING OF STOCKHOLDERS
TO OUR STOCKHOLDERS:
The Annual Meeting of Stockholders of Gleason
Corporation will be held at the Company's offices at
1000 University Avenue, Rochester, New York on Tuesday, May 3,
1994 at 10:00 A.M. for the following purposes:
(1) To elect two directors for three-year terms;
(2) To appoint Ernst & Young independent auditors for
the year 1994;
(3) To transact such other business as may properly
come before the meeting or any adjournment or
adjournments thereof.
The Board of Directors has fixed the close of business
on March 10, 1994 as the record date for the determination of
stockholders entitled to notice of and to vote at the meeting.
By Order of the Board of Directors
RALPH E. HARPER, Secretary
Rochester, New York
April 1, 1994
_______________________________________________________________
Please complete, sign and date the enclosed proxy and return it
promptly in the enclosed return envelope, which will require no
postage if mailed in the United States.
_______________________________________________________________
Gleason Corporation, 1000 University Avenue, P.O. Box 22970,
Rochester, New York 14692-2970
3<PAGE>
<PAGE>
PROXY STATEMENT
This Proxy Statement is furnished in connection with
solicitation of the enclosed proxy by Gleason Corporation in
connection with the Annual Meeting of Stockholders of the Company
to be held on May 3, 1994.
The principal executive offices of the Company are
located at 1000 University Avenue, Rochester, New York
14692-2970. The approximate date on which this proxy statement
and the enclosed proxy are being sent to stockholders is April 1,
1994.
The close of business on March 10, 1994 has been fixed
as the record date for determination of the stockholders entitled
to notice of, and to vote at, the meeting. On that date there
were outstanding and entitled to vote 5,162,980 shares of Common
Stock, each of which is entitled to one vote on each matter at
the meeting.
The enclosed proxy, if properly completed, signed and
returned prior to the meeting, will be voted at the meeting in
accordance with the choices specified thereon and, if no choices
are specified, will be voted for the election as directors of the
persons nominated by the Board of Directors and in favor of the
appointment of Ernst & Young as independent auditors for 1994. A
stockholder giving a proxy has the right to revoke it at any time
before it has been voted by (i) giving written notice to that
effect to the Secretary of the Company, (ii) executing and
delivering a proxy bearing a later date which is voted at the
Annual Meeting, or (iii) attending and voting in person at the
Annual Meeting.
ELECTION OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" FOR THE
ELECTION OF THE NOMINEES.
The Company's Board of Directors is divided into three
classes, one of which is elected at each Annual Meeting for a
term of three years and until their successors have been elected
and have qualified. During 1993 the Board of Directors held
eight meetings. In October 1993 Paul W. MacAvoy resigned from
the Board and J. David Cartwright was elected a director. The
terms of Mr. Cartwright and James S. Gleason expire this year and
the Board of Directors has nominated each of them to serve as a
director for a three-year term. The Board of Directors believes
that they will be available and able to serve as directors but,
if for any reason either of them should not be, the persons named
in the proxy may exercise discretionary authority to vote for a
substitute proposed by the Board of Directors.
Directors are elected by a plurality of the votes cast
by stockholders entitled to vote in the election. The Company's
by-laws govern the methods for counting votes and, subject
thereto, vest this responsibility in the inspectors of election
appointed to perform this function.
4 <PAGE>
<PAGE>
The Board of Directors of the Company has an Audit
Committee, an Executive Committee and an Executive Compensation
Committee. It has no nominating committee.
The members of the Audit Committee are Robert W. Bjork,
Chairman, Donald D. Lennox and Robert A. Sherman. This committee
is responsible for evaluating audits and the independence of the
Company's auditors and also reviews accounting principles,
internal controls and compliance with certain Company policies.
In 1993 this Committee held three meetings.
The members of the Executive Committee are James S.
Gleason, Chairman, Julian W. Atwater, Donald D. Lennox, and
Robert A. Sherman. This committee, which held no meetings in
1993, has all the powers of the Board of Directors in intervals
between Board meetings except as limited by law.
The members of the Executive Compensation Committee are
Robert A. Sherman, Chairman, Julian W. Atwater, and Donald D.
Lennox. This Committee, which held four meetings in 1993,
reviews executive compensation, adopts compensation plans other
than those providing for the issuance of stock, authorizes
executive employment arrangements and administers the Company's
incentive compensation plans.
Directors who are employees of the Company receive no
additional compensation for service as directors. Directors who
are not employees of the Company receive an annual fee of $9,000
for service as directors plus $600 for each Board and committee
meeting attended, but only $300 per meeting in excess of one per
day. Committee chairmen receive an additional $300 for each
committee meeting which they chair. Under the Company's 1992
Stock Plan, each year each director who is not an employee of the
Company receives an option to purchase 1,000 shares of the
Company's Common Stock. These options are exercisable at the
fair market value per share on the date of the grant and are
fully exercisable six months after the date of the grant for a
term of ten years, subject to earlier expiration if the grantee
ceases to serve as a director. The Company has a deferral plan
pursuant to which payment of directors' fees may be deferred and
accrue interest at the prime rate or deferred and credited to a
hypothetical stock account as if used to purchase shares of the
Company's Common Stock.
In 1993 all the directors, except Mr. MacAvoy, attended
at least 75% of the total number of meetings of the Board of
Directors and of Board committees on which they served.
Certain information about the nominees and those
directors whose terms of office will continue after the Annual
Meeting is set forth below.
5 <PAGE>
<PAGE>
PRINCIPAL OCCUPATIONS AND
DIRECTOR TERM OTHER DIRECTORSHIPS
NAME AND AGE SINCE EXPIRES HELD IN PUBLIC COMPANIES
NOMINEES:
James S. 1965 1994 Chairman, Chief Executive
Gleason (59) Officer and President of the
Company
J. David
Cartwright (55) 1993 1994 President, Champion Spark Plug
Company, a division of Cooper
Industries, Inc., since 1992;
prior thereto President of
Cooper Power Tools Division
(1988-1992)
OTHER DIRECTORS:
Julian W. 1976 1996 Julian W. Atwater, P.C.
Atwater (62) is a partner in Nixon,
Hargrave, Devans & Doyle,
attorneys
Robert W. 1968 1996 Vice President of
Bjork (67) Schaenen Wood & Associates,
Inc., an investment management
firm, since 1992; prior thereto
Managing Director of Weatherly
Capital Corporation, an
investment management firm
6<PAGE>
<PAGE>
PRINCIPAL OCCUPATIONS AND
DIRECTOR TERM OTHER DIRECTORSHIPS
NAME AND AGE SINCE EXPIRES HELD IN PUBLIC COMPANIES
Donald D. 1987 1996 Chairman of International
Lennox (75) Imaging Materials, Inc., a
manufacturer of thermal
transfer ribbons for office
equipment, since 1990; Chairman
and Chief Executive Officer of
Schlegel Corporation (1987-
1989); prior thereto Chairman,
President and Chief Executive
Officer of Navistar
International Corporation.
Director: Navistar
International Corporation,
Prudential Mutual Fund
Management Corporation and
Personal Sound Technologies
Corporation
Robert A. 1979 1995 Former Chairman and Managing
Sherman (75) Director of Bausch & Lomb
Ireland Limited (1984-1989);
prior thereto Senior Vice
President-Finance and
Administration of Eastman Kodak
Company
7<PAGE>
<PAGE>
STOCK OWNERSHIP
The following table sets forth information, based upon reports
filed by such persons with the Securities and Exchange Commission, with
respect to the persons believed by the Company to be the beneficial
owners of more than 5% of its outstanding Common Stock.
NUMBER OF PERCENT
NAME AND ADDRESS SHARES OF CLASS
The Airlie Group L.P.
and related persons 592,800<F1> 11.5%
c/o W. R. Cotham
201 Main Street, Suite 2600
Fort Worth, Texas 76102
G.S. Beckwith Gilbert and 574,100<F2> 11.1%
Field Point Capital
Management Company
104 Field Point Road
Greenwich, Connecticut 06830
Gleason Memorial Fund, Inc. 535,763<F3> 10.4%
1000 University Avenue
Rochester, New York 14692
The Retirement Plan 385,052<F3> 7.5%
of The Gleason Works
1000 University Avenue
Rochester, New York 14692
Dimensional Fund Advisors, Inc. 350,000<F4> 6.8%
1299 Ocean Avenue, Suite 650
Santa Monica, California 90401
[FN]
<F1> Based on reports filed with the Securities and Exchange
Commission by The Bass Management Trust ("BMT"), Perry
R. Bass, ("PRB"), Lee M. Bass ("LMB"), The Airlie Group
L.P. ("TAG"), EBD L.P. ("EBD"), Dort A. Cameron III
("DAC"), TMT-FW, Inc. ("TMT"), Thomas M. Taylor
("TMT"), David A. Sachs ("DAS"), Karen R. Sachs ("KRS")
and James C. Garnett ("JCG"), which report the
following information. TAG beneficially owns 290,900
shares, approximately 5.6% of the amount outstanding,
which EBD has sole power to vote and dispose of as the
sole general partner of TAG. DAC and TMT-FW, as the
two general partners of EBD, and TMT, as the President
and sole shareholder of TMT-FW, share the power to vote
and dispose of these same shares. BMT beneficially
owns 145,450 shares, approximately 2.8% of the amount
outstanding, which PRB has sole power to vote and
dispose of as sole Trustee of BMT. LMB owns 145,450
shares, approximately 2.8% of the amount outstanding,
which he has sole power to vote and dispose of. DAS
and KRS own jointly and share the power to vote and
dispose of 10,000 shares and JCG has sole power to vote
and dispose of 1,000 shares.<PAGE>
<F2> Includes 3,100 shares held by Christopher S. Moore, 299
Park Avenue, New York, New York 10171, who according to
reports filed with the Securities and Exchange
Commission, together with Mr. Gilbert and Field Point
Capital Management Company, may be deemed a "group" in
respect of their stockholdings.
<F3> Sole dispositive and voting powers. See also Note 6 to
the following table.
<F4> Sole dispositive power and, with respect to 122,400
shares, shared voting power.
8<PAGE>
<PAGE>
<TABLE>
The following table sets forth information, as of March 1,
1994, with respect to the beneficial ownership of the Company's
Common Stock by (a) each of the directors of the Company, (b) the
Company's Chief Executive Officer and its four other most highly
compensated executive officers as of December 31, 1993, and (c)
all directors and officers of the Company as a group.
<CAPTION>
NUMBER OF SHARES PERCENT
NAME OF COMMON STOCK<F1> OF CLASS
<S> <C> <C>
Julian W. Atwater 6,500<F2> *
Robert W. Bjork 8,000<F2> *
J. David Cartwright 776<F3> *
Donald D. Lennox 10,046<F2><F3> *
Robert A. Sherman 18,956<F2><F3> *
James S. Gleason 172,629<F2><F4><F5> 3.2%
Richard Johnstone 11,000<F2><F5> *
Gary J. Kimmet 11,970<F2><F5> *
Ralph E. Harper 14,026<F2><F5> *
John B. Kodweis 27,209<F2><F5> *
All directors and 1,224,273 22.9%<F2><F3><F4><F5><F6>
officers as a
group (13 persons)
______________________
* Less than 1% of the outstanding shares of Common Stock.
<FN>
<F1> Except as indicated in Notes 2 and 3, for all shares
listed the person possesses sole voting power and, except
as indicated in Notes 3, 4 and 5, sole investment power.
<F2> Includes stock options which are exercisable prior to
May 1, 1994: Messrs. Atwater, Bjork, Lennox and Sherman -
6,000 shares each; Messrs. Gleason, Johnstone, Kimmet,
Harper and Kodweis - 100,900, 3,500, 7,000, 9,500, and
20,803 shares respectively; and all directors and
officers as a group - 178,203 shares.
<F3> Includes 776, 3,546 and 6,401 hypothetical shares
(without voting power) credited to the accounts of
Messrs. Cartwright, Lennox and Sherman, respectively,
pursuant to the Directors Fees Deferral Plan.
<F4> Includes 32,855 shares held in a trust of which
Mr. Gleason is an income beneficiary, the trustee of
which has agreed to vote and dispose of the shares only
as specified by him.
<F5> Includes the following number of shares which at March 1,
1994 were subject to restrictions on disposition:
Messrs. Gleason, Johnstone, Kimmet, Harper and Kodweis -
7,412, 3,300, 4,852, 2,392 and 3,395 shares respectively;
and all directors and executive officers as a group -
30,057 shares.<PAGE>
<F6> Includes 385,052 shares owned by The Retirement Plan of
The Gleason Works, the powers to vote and dispose of
which are vested in a committee comprised of
Messrs. Gleason, Harper and Kodweis, and 535,763 shares
owned by Gleason Memorial Fund, Inc., a not-for-profit
corporation, of which Messrs. Gleason, Harper, Kimmet and
Kodweis are directors and/or officers. The stockholdings
of these entities are not included above in those
individuals' stockholdings.
</TABLE>
9<PAGE>
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
EXECUTIVE COMPENSATION COMMITTEE REPORT
Principles of Executive Compensation
The Company's Executive Compensation policy, which
applies to the CEO and all other executive officers, is intended
to align executive compensation with the long-term interests of
Company stockholders. In applying this policy the Executive
Compensation Committee of the Board of Directors (the
"Committee") has followed a program to:
* Establish salary and bonus opportunities to
attract, motivate and retain executive talent
necessary for the long-term success of the
Company.
* Integrate cash and equity based compensation so as
to reward executives for performance that enhances
the long-term value of shareholder equity.
Executive Compensation Program
The program consists of both cash and equity based
compensation. Cash compensation consists of a base salary and an
opportunity for an annual bonus under the Annual Management
Incentive Compensation Plan ("AMICP"). The Company participates
in salary surveys both on a regional and national level and
retains the firm of Towers Perrin to help ensure that the
Company's salary structure is competitive within its industry and
size. The Committee determines salary ranges for key executives.
The Committee reviews, at least annually, the performance of
executive officers and approves any adjustment in base
compensation. In addition, the Committee annually considers
awards under the AMICP. For individuals to be eligible for a
bonus the Company and/or business unit must achieve a targeted
return on the operating capital employed in the business or
business unit. The targeted return varies as deemed appropriate
for companies of Gleason's size and investment risk. In addition
the Committee may award a bonus to key executives because of
superior personal performance in the previous year.
Long-term incentives are provided through the 1992
Stock Plan. Under the Plan, the Committee has the authority to
determine the individuals to whom stock options and shares of
restricted stock are awarded, the terms of the grant and the
number of shares. The amount of option grants is based on
industry comparisons and position level. Through the award of
stock option grants and restricted stock, the objective of
aligning the long-range interests of the executive officers with
those of stockholders is met. This is done by providing
executive officers with the opportunity to have a financial stake
in the Company that should increase as stock prices reflect
improved Company performance.
10<PAGE>
<PAGE>
Chief Executive Officer Compensation
The Committee met in December 1992 to determine the
Chief Executive Officer's compensation for 1993. It judged his
salary range appropriate compared to those of comparable
positions for manufacturing companies of comparable size and
complexity. The Committee took note of management's success in
restructuring the business through the sale of most of the
Gleason Components Group, and the significant improvement in
productivity of the core gear machine and tooling business units
through major reductions in staff and changes in organization.
It also recognized the implementation of a new state-of-the-art
gear machine manufacturing facility and the development of new
products that are essential to the ongoing success of the
Company. Since the Company had, however, been considerably
reduced in size by the sale of all but one unit of its Components
Group, the Committee agreed with the recommendation of the Chief
Executive Officer that his 1993 salary remain the same as in
1992. (His salary was actually less in 1993 than in 1992 because
he, like all other executives and employees of the Company
located in the U.S., was not paid for the two weeks during the
year that the Company's Rochester operations were shut down.)
Furthermore, no bonus for 1992 was awarded to him, since target
returns for the Company had not been met because of depressed
business conditions. As a long-term incentive, however, stock
options totaling 16,000 shares were granted to him in December
1992.
The Committee met in December 1993 to determine the
Chief Executive Officer's compensation for 1994. The Committee
took note of management's continued success in restructuring the
business through consummation during the year of the sale of
Gleason Works SA in Belgium, further staff reductions in overhead
positions, and aggressive attention to managing costs in a
difficult economic environment in which capital purchases of gear
machines were adversely affected by recessions in major European
and Asian markets. The Committee concluded that, as recommended
by the Chief Executive Officer, any decision regarding an
increase in his salary, and those of other Executive Officers,
should be deferred at least nine months, as was the case for all
other employees. Furthermore, no bonus for 1993 was awarded to
him since target returns for the Company had not been met because
of continued depressed business conditions. As a long term
incentive, however, stock options totaling 19,000 shares were
granted to him in December 1993.
EXECUTIVE COMPENSATION COMMITTEE
Robert A. Sherman, Chairman
Julian W. Atwater
Donald D. Lennox
11<PAGE>
<PAGE>
<TABLE>
STOCK PERFORMANCE GRAPH
The graph below compares cumulative total return on the Company's
Common Stock, the S&P 500 Index and a peer group index* over the last five
fiscal years. The comparison assumes $100 was invested on January 1, 1989
in the Company's Common Stock and in each of the foregoing indices and
assumes reinvestment of dividends.
GLEASON CORPORATION
Comparison of Five Year Cumulative Total Return
vs. S&P 500 and 8 Company Peer Group Index*
<CAPTION>
Value of Investment ($)
Company/Index Name 12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93
<S> <C> <C> <C> <C> <C> <C>
Gleason Corporation 100 133 126 121 129 131
S&P 500 100 131 127 166 179 197
Peer Group Index 100 91 65 85 123 136
(The above table represents the data points of the stock performance graph)
* Including Acme-Cleveland Corp., Brown & Sharpe Manufacturing Company,
Cincinnati Milacron Inc., DeVlieg-Bullard, Inc., Giddings & Lewis, Inc.,
Hurco Companies, Inc., Monarch Machine Tool Company and Newcor, Inc.
</TABLE>
12<PAGE>
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
Set forth below is certain compensation information for periods
during which the named persons served as executive officers of the Company.
<CAPTION>
Annual Compensation Long Term Compensation
Securities
Restricted Underlying All Other
Name and Stock Options/ Compensa-
Principal Salary Bonus Awards<F1> SARS tion<F7>
Position Year ($) ($) ($) (#) ($)
<S> <C> <C> <C> <C> <C> <C>
James S. 1993 293,273 - -<F2> 19,000 14,757
Gleason 1992 305,004 - - 16,000 14,382
President and 1991 285,000 - - 18,100 13,519
Chief
Executive
Officer
Richard 1993 116,658 - 45,375<F3> 3,500 7,049
Johnstone
Vice President-
Technology
The Gleason
Works
Gary J. Kimmet 1993 112,231 - -<F4> 5,000 6,701
Vice President- 1992 112,008 - - 3,000 5,916
Engineering,
The Gleason
Works
Ralph E. 1993 111,542 - -<F5> 5,000 6,337
Harper 1992 108,000 - - 3,500 5,493
Vice President 1991 97,337 7,000 9,450 3,000 4,993
Secretary &
Treasurer
John B. 1993 110,060 - -<F6> 5,000 6,535
Kodweis 1992 104,004 - - 3,500 5,513
Vice President- 1991 98,000 6,250 - 3,500 4,978
Administration
and Human
Resources
<FN>
<F1> Holders of restricted stock are entitled to vote and receive dividends
thereon.
<F2> Mr. Gleason holds an aggregate of 7,412 shares of restricted stock
valued, as of fiscal year end, at $112,107.
<F3> Mr. Johnstone holds an aggregate of 3,300 shares of restricted stock
valued as of fiscal year end at $49,913. The 1993 award was 3,000
shares, of which 1,000 will become unrestricted on the first anniversary
of the award and 2,000 of which become unrestricted on the second
anniversary of the award.<PAGE>
<F4> Mr. Kimmet holds an aggregate of 4,852 shares of restricted stock
valued, as of fiscal year end, at $73,387.
<F5> Mr. Harper holds an aggregate of 2,392 shares of restricted stock
valued, as of fiscal year end, at $36,179. The 1991 award was 700
shares, 87 of which become unrestricted on each anniversary of the
award.
<F6> Mr. Kodweis holds an aggregate of 3,395 shares of restricted stock
valued, as of fiscal year end, at $51,349.
<F7> Includes for 1993 $9,434, $4,666, $4,489, $4,462 and $4,402 in defined
contribution retirement plan awards on behalf of Messrs. Gleason,
Johnstone, Kimmet, Harper and Kodweis, respectively, and $2,358, $1,208,
$1,124, $825 and $1,122 in contributions to the Company's 401(k) plan
for their benefit, respectively, and $2,965, $1,174, $1,088, $1,050, and
$1,011 in group term life insurance premium.
</TABLE>
13<PAGE>
<PAGE>
<TABLE>
STOCK OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Potential Realizable
Securities Exercise Value at Assumed
Underlying % of Total or Base Annual Rate of Stock
Options Options Price Price Appreciation for
Granted<F1> Granted to ($ per Expiration Option Term<F2>
Name (#) Employees Share) Date 5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
James S. Gleason 19,000 37.3 14.625 12/16/03 174,754 444,862
Richard Johnstone 3,500 6.9 14.625 12/16/03 32,192 81,580
Gary J. Kimmet 5,000 9.8 14.625 12/16/03 45,988 116,543
Ralph E. Harper 5,000 9.8 14.625 12/16/03 45,988 116,543
John B. Kodweis 5,000 9.8 14.625 12/16/03 45,988 116,543
All Employees 51,000 100.0 14.625 12/16/03 469,078 1,188,733
All Stockholders 47,487,245 120,341,870
All Employee Gains
as % of all
Stockholder Gains 0.99% 0.99%
<FN>
<F1> All options are exercisable at market value (average of high and low stock prices for the
Company's Common Stock) at the date of grant. The exercise price may be paid by cash or by
delivery of shares of the Company's Common Stock already owned by the executive officer.
<F2> Gains, are reported net of the option exercise price, but before taxes associated with exercise.
These amounts represent certain assumed rates of appreciation only. Actual gains, if any, on
stock option exercises are dependent on the future performance of the Common Stock, overall stock
market conditions, as well as the optionholders' continued employment through the vesting period.
The amounts reflected in this table may not necessarily be achieved.
</TABLE>
<PAGE>
<TABLE>
OPTION EXERCISES IN LAST FISCAL YEAR AND
YEAR END OPTION VALUES<F1>
<CAPTION>
Number of Securities Underlying
Unexercised Options at Value of Unexercised In-The-Money
Fiscal Year End Options at Fiscal Year End<F2>
(#) ($)
Name Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C>
James S. Gleason 100,900 19,000 86,430 9,500
Richard Johnstone 3,500 3,500 655 1,750
Gary J. Kimmet 7,000 5,000 561 2,500
Ralph E. Harper 9,500 5,000 655 2,500
John B. Kodweis 20,803 5,000 14,200 2,500
<FN>
<F1> No stock options were exercised by the named individuals in 1993.
<F2> Based on the difference between the option exercise prices and the closing price on the
New York Stock Exchange, composite transactions of the Company's common stock on 12/31/93
($15.125).
</TABLE>
14<PAGE>
<PAGE>
PENSION PLAN AND EXECUTIVE AGREEMENTS
To enhance its ability to attract key employees whose
Retirement Plan benefits would be limited by their length of service,
the Company has adopted a Supplemental Retirement Plan ("SRP"), an
unfunded defined benefit plan which, when combined with benefits from
other Company retirement plans in which participants participate,
social security benefits and certain other sources of retirement
income, provides participants a minimum level of total retirement
income, up to a maximum of 55% of final average earnings. Also, the
SRP supplements the pension benefits of SRP participants by direct
payment of amounts by which the participant's benefits under the
Retirement Plan are limited by the Internal Revenue Code. Under the
SRP, final average earnings are determined by reference to the three
years in which the participant was most highly paid in the five years
preceding retirement. SRP participants, who include all the persons
named in the preceding Summary Compensation Table, except Mr.
Johnstone, are selected by the Executive Compensation Committee of the
Board of Directors. The following table illustrates the annual
retirement benefits payable under the SRP, together with the other
retirement plans in which executive officers participate, without
regard to the Internal Revenue Code limitations, calculated on a
single life annuity basis. These hypothetical benefit amounts are
reduced by certain other sources of retirement income, including
reductions for social security benefits, other retirement income
payable to the employee by prior employers and employer contributions
to the employee's account in the Company's Savings Plan that apply to
the SRP.
Final 10 years 20 years 30 years 40 years
Average of Credited of Credited of Credited of Credited
Earnings Service Service Service Service
$100,000 $ 30,000 $ 40,000 $ 50,000 $ 55,000
$150,000 $ 45,000 $ 60,000 $ 75,000 $ 82,500
$200,000 $ 60,000 $ 80,000 $100,000 $110,000
$250,000 $ 75,000 $100,000 $125,000 $137,506
$300,000 $ 90,000 $120,000 $150,000 $165,000
$350,000 $105,000 $140,000 $175,000 $192,500
NOTE: As of December 31, 1993, the number of credited full years
of service for those persons named in the preceding
compensation table are as follows: Mr. Gleason: 34; Mr.
Kimmet: 26; Mr. Harper: 21; and Mr. Kodweis: 14.
The Company has agreed, if Mr. Johnstone is employed by it
through the end of 1995, to provide him retirement benefits equivalent
to those he would have received had he remained with his former
employer, less the value of such benefits he is entitled to from that
employer and less the value of certain other benefits he received from
the Company.
15<PAGE>
<PAGE>
The Company has entered into agreements with Messrs.
Gleason, Johnstone, Kimmet, Kodweis and Harper providing for severance
benefits under certain circumstances ("Executive Agreements"). The
terms "change of control," "cause," "disability" and "good reason" are
used in the following description as defined in the Executive
Agreements. If, while there is pending or within two years after a
change in control, the Company terminates the executive's employment
other than for cause or due to death or disability, or if the
executive terminates his employment for good reason, the executive is
entitled to receive: (1) salary through the termination date;
(2) normal severance pay plus a cash payment of two times his highest
annual compensation (including base salary and incentive compensation)
for the three preceding years; (3) a cash payment to compensate for
the additional pension benefits he would have received had he remained
employed by the Company for two additional years; (4) a cash payment
equal to two times the annual cost of his employee benefits, other
than retirement and stock option plans; and (5) a cash payment of the
present value of his accrued benefit under SRP, including credit for
two additional years of service. Payments are limited to an amount
which will not be subject to the excise tax imposed by Sections 2806
and 4999 of the Internal Revenue Code.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As indicated above, the members of the Executive
Compensation Committee are Robert A. Sherman, Chairman, Julian W.
Atwater and Donald D. Lennox. Julian W. Atwater, P.C., is a partner
in the law firm of Nixon, Hargrave, Devans & Doyle, the Company's
general counsel.
16<PAGE>
<PAGE>
AUDITORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
APPOINTMENT OF ERNST & YOUNG.
The Board of Directors has recommended that Ernst & Young be
appointed as auditors of the Company for 1994. A representative of
that firm will be present at the meeting with the opportunity to make
a statement and will be available to respond to appropriate questions.
PROPOSALS OF STOCKHOLDERS
In order to be eligible for inclusion in the Company's proxy
statement and form of proxy for next year's Annual Meeting,
stockholder proposals that action be taken at the meeting must be
received at the Company's principal executive offices by December 1,
1994.
OTHER MATTERS
The Board of Directors of the Company knows of no other
matters to be presented at the meeting. However, if any other matters
properly come before the meeting, the persons named in the enclosed
proxy will vote on such matters in accordance with their best
judgment.
The cost of solicitation of proxies will be borne by the
Company. In addition to solicitation by mail, some officers and
regular employees of the Company may, without extra compensation,
solicit proxies personally or by telephone or telegraph and the
Company will request brokerage houses, nominees, custodians and
fiduciaries to forward proxy materials to beneficial owners and will
reimburse their expenses. Also, the Company has retained D.F. King &
Co. to assist in the proxy solicitation process for a fee of $2,000
plus expenses.
STOCKHOLDERS MAY RECEIVE A COPY OF THE COMPANY'S ANNUAL REPORT
ON FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
WITHOUT CHARGE ON REQUEST TO THE SECRETARY, GLEASON CORPORATION,
1000 UNIVERSITY AVENUE, P.O. BOX 22970, ROCHESTER, NEW YORK 14692-2970.
April 1, 1994
17<PAGE>
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18<PAGE>
<PAGE>
GLEASON CORPORATION
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James S. Gleason and Ralph
E. Harper, and either of them, with full power of substitution,
attorneys and proxies to represent the undersigned at the Annual
Meeting of Stockholders of Gleason Corporation to be held on May 3,
1994, and at any adjournment or adjournments thereof, with all the
power which the undersigned would possess if personally present, and
to vote all shares of stock which the undersigned may be entitled to
vote at said meeting, hereby revoking any earlier proxy for said
meeting.
(To be Signed on Reverse Side) <PAGE>
<PAGE>
(X) Please mark your votes as in this example.
The Board of Directors recommends a vote FOR the Election of
Directors and FOR Proposal (2).
1. Election of Directors.
FOR ( )
WITHHELD ( )
Nominees: J. David Cartwright and James S. Gleason
For, except vote withheld from the following nominee:
____________________________________________________
2. Proposal to appoint Ernst & Young as Independent Auditors for
1994.
FOR AGAINST ABSTAIN
( ) ( ) ( )
3. In accordance with their judgment in connection with the
transaction of such other business, if any, as may properly
come before the meeting.
IF NOT OTHERWISE MARKED, THE SHARES REPRESENTED BY THIS PROXY SHALL BE
VOTED IN THE ELECTION OF DIRECTORS AND FOR PROPOSAL (2).
PLEASE COMPLETE, DATE, SIGN AND RETURN IN THE ENCLOSED ENVELOPE.
SIGNATURE(S)__________________________ DATE _____________
NOTE: Name of stockholder should be signed exactly as it appears on
this proxy. When shares are held jointly, both should sign. <PAGE>
