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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(Amendment No. 6)
Gleason Corporation
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(Name of Issuer)
Common Stock, par value $1.00 per 377339106000
share
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(Title of class of securities) (CUSIP number)
G.S. Beckwith Gilbert Dennis J. Block, Esq.
Field Point Capital Weil, Gotshal & Manges
Management Company 767 Fifth Avenue
104 Field Point Road New York, NY 10158
Greenwich, CT 06830 (212) 310-8000
(203) 629-8757
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(Name, address and telephone number of person authorized to receive
notices and communications)
August 15, 1994
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [_].
Check the following box if a fee is being paid with the statement [_].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
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CUSIP No. 377339106000 13D
1 NAME OF REPORTING PERSON: G.S. Beckwith Gilbert
S.S. OR I.R.S. IDENTIFICATION NO. ###-##-####
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF United States
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 630,300
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 630,300
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 1,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 631,300
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 12.23
14 TYPE OF REPORTING PERSON: IN
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CUSIP No. 377339106000 13D
1 NAME OF REPORTING PERSON: Field Point Capital Management
Company
S.S. OR I.R.S. IDENTIFICATION NO. 06-1222748
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Connecticut
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 1,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 1,000
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): .02
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 377339106000 13D
1 NAME OF REPORTING PERSON: Christopher S. Moore
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF United States
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 3,100
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 3,100
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE -0-
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 3,100
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): .06
14 TYPE OF REPORTING PERSON: IN
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This statement amends and supplements the Statement on
Schedule 13D filed with the Securities and Exchange Commission on
November 24, 1989 (the "Original Schedule 13D"), as amended by
Amendment No. 1 filed April 27, 1990, Amendment No. 2 filed December
3, 1990 and Amendment No. 3 filed December 17, 1990 by Field Point
Capital Management Company ("Field Point") and Mr. G.S. Beckwith
Gilbert, and Amendment No. 4 filed January 10, 1992 and Amendment No.
5 filed December 23, 1993 by Field Point, Mr. Gilbert, Christopher S.
Moore, RUTCO Incorporated, a Delaware corporation ("RUTCO"), and
Tinicum Enterprises, Inc., a Delaware corporation ("Tinicum"),
relating to the common stock, par value $1.00 per share (the "Common
Stock"), of Gleason Corporation, a Delaware corporation (the
"Company").
Unless otherwise indicated, the information set forth in the
Original Schedule 13D, as amended by Amendment Nos. 1 through 5
thereto, remains unchanged.
Item 2. Identity and Background
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As reported in Amendment No. 5 to the Original Schedule 13D
("Amendment No. 5"), effective with the filing of Amendment No. 5,
RUTCO and Tinicum ceased to be part of any group with Field Point and
Messrs. Gilbert and Moore for purposes of Rule 13d-5(b)(1) promulgated
under the Securities Exchange Act of 1934, as amended. Field Point
and Messrs. Gilbert and Moore are collectively referred to herein as
the "Reporting Persons".
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Item 3. Source and Amount of Funds or Other Consideration
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Since the date of Amendment No. 5, Mr. Gilbert purchased an
aggregate of 60,300 shares of Common Stock for a total consideration
(excluding brokerage commissions) of $717,012.50. Mr. Gilbert paid
for these shares with his personal funds.
Item 4. Purpose of the Transaction
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On August 17, 1994, Mr. Gilbert sent a letter to James S.
Gleason, the Chairman, Chief Executive Officer and President of the
Company (the "Proposal Letter"), proposing a merger transaction
between the Company and a company to be formed on behalf of Field
Point (the "Acquisition Entity"), pursuant to which all shareholders
of the Company would receive $18.00 per share of Common Stock in cash.
Consummation of the proposed merger (the "Proposal") would be subject
to, among other things, (i) the satisfactory conclusion of a due
diligence investigation of the Company and (ii) the execution of a
mutually satisfactory acquisition agreement, which would contain
provisions typical of the transaction contemplated by the Proposal,
including customary representations, warranties and closing
conditions. A copy of the Proposal Letter is attached hereto as
Exhibit 1, and the foregoing discussion is qualified in its entirety
by reference to the terms and conditions of the Proposal Letter, which
terms and conditions are incorporated herein by reference.
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Depending upon the Company's response to the Proposal and
the course of action that the Reporting Persons determine to pursue,
some or all of the Reporting Persons may (i) acquire additional shares
of the Common Stock (subject to the availability of shares at prices
deemed favorable) from time to time in the open market, in privately
negotiated transactions, by tender offer for all or less than all of
the Common Stock or otherwise, (ii) consider engaging in the
solicitation of proxies to, among other things, elect nominees as
directors of the Company at the next annual meeting of stockholders of
the Company or (iii) attempt to dispose of the shares of Common Stock
held by them in the open market, in privately negotiated transactions
or otherwise.
Although the foregoing represents the range of activities
presently contemplated by the Reporting Persons with respect to the
Company and the Common Stock, it should be noted that the possible
activities of the Reporting Persons are subject to change at any time
and there is no assurance that the Reporting Persons will actually
purchase any additional shares of the Common Stock or obtain control
of the Company.
Except as set forth above, the Reporting Persons have no
present plans or intentions that would result in or relate to any of
the transactions described in subparagraphs (a) through (j) of Item 4
of Schedule 13D.
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Item 5. Interest in Securities of the Issuer
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(a) As of August 17, 1994, the Reporting Persons
beneficially owned the following number of shares of the Common Stock
(the approximate percentage of the shares of Common Stock owned as
indicated in parenthesis below is based on 5,162,500 shares of Common
Stock outstanding as of June 30, 1994 as set forth in the Company's
most recent Quarterly Report on Form 10-Q for the quarter ended June
30, 1994).
(i) Mr. Gilbert owned 630,300 shares of the Common Stock
(12.23%). By virtue of his ownership of all of the outstanding
stock of Field Point, Mr. Gilbert may be deemed for the purposes
of this Amendment No. 6 to the Schedule 13D to be the beneficial
owner of the 1,000 shares of Common Stock (.02%) owned by Field
Point.
(ii) Field Point owned 1,000 shares of the Common Stock
(.02%).
(iii) Mr. Moore owned 3,100 shares of the Common Stock
(.06%).
(b) Field Point and Mr. Gilbert, by virtue of his ownership
of all of the outstanding stock of Field Point, share sole power to
vote or to direct the vote and sole power to dispose or to direct the
disposition of the shares of Common Stock owned by Field Point. Each
of Mr. Gilbert and Mr. Moore has sole power to vote or to direct the
vote and sole power to dispose or to direct the disposition of the
shares of Common
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Stock of which he has direct beneficial ownership. In accordance with
Rule 13d-4 of the Securities Exchange Act of 1934, as amended, each
Reporting Person disclaims beneficial ownership of the shares of
Common Stock owned beneficially by the other Reporting Persons.
(c) Except as set forth below, none of the Reporting
Persons has purchased or sold shares of Common Stock during the past
60 days. On August 15, 1994, Mr. Gilbert purchased the following
number of shares of Common Stock at the respective purchase prices
indicated (excluding brokerage commissions) on the New York Stock
Exchange: 100 shares at $11 1/2; 200 shares at $11 5/8; 500 shares at
$11 7/8 and 5,600 shares at $12. On August 17, 1994, Mr. Gilbert
purchased the following number of shares of Common Stock at the
respective purchase prices indicated (excluding brokerage commissions)
on the New York Stock Exchange: 1,600 shares at $12 3/8 and 1,000
shares at $12 1/2.
(d) Not applicable.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits
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1. Letter, dated August 17, 1994, from G.S. Beckwith
Gilbert to James S. Gleason
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SIGNATURE
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After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated: August 17, 1994
FIELD POINT CAPITAL MANAGEMENT
COMPANY
By: /s/G.S. BECKWITH GILBERT
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G.S. Beckwith Gilbert
President
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SIGNATURE
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After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated: August 17, 1994
By: /s/G.S. BECKWITH GILBERT
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G.S. Beckwith Gilbert
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SIGNATURE
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After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated: August 17, 1994
By: /s/CHRISTOPHER S. MOORE
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Christopher S. Moore
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EXHIBIT INDEX
Exhibit No. Description
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1. Letter, dated August
17, 1994, from G.S. Beckwith
Gilbert to James S. Gleason
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Exhibit 1
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FIELD POINT CAPITAL MANAGEMENT COMPANY
August 17, 1994
Mr. James S. Gleason
Gleason Corporation
1000 University Avenue
Rochester, New York 14692
Dear Jim:
As a long-time significant stockholder of Gleason
Corporation, I am obviously deeply committed to the Company and the
best interests of its stockholders. Over the past five years, I have
had a number of conversations with you and other members of management
concerning the Company's business and prospects, as well as regarding
possible transactions that could strengthen Gleason and maximize its
value for the benefit of all of its stockholders.
As you know, my affiliate, Field Point Capital Management
Company, in the past has indicated its willingness to make an
acquisition proposal for all of the outstanding shares of Gleason at a
price that would represent a premium over the then-current market
price of the stock as well as would reflect the inherent value of the
Company. However, management discouraged and by its actions indicated
that it would not consider any such acquisition proposal. Instead, it
undertook a course of action which unfortunately has not benefited
stockholders and has resulted in a material decline in the Company's
stock price.
We have been patient during this time period, but now
believe that the interests of Gleason and its stockholders would be
best served by the sale of Gleason at a price which reflects its value
and which is eminently fair to its stockholders. Accordingly, Field
Point is pleased to present a proposal pursuant to which a company to
be formed by Field Point would merge with and into Gleason, with the
outstanding Gleason shares converted into the right to receive $18.00
per share in cash, a significant premium over
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Mr. James S. Gleason
August 17, 1994
Page 2
the closing price last Friday of $11.50 per share. You should
recognize that this proposal is based solely upon my present knowledge
of the Company from its publicly available information. The funds
necessary to consummate this proposal will be provided in part through
Field Point Capital Management Company and affiliates. We have met with
major financial institutions who have indicated they would be willing to
provide the balance of the necessary financing, subject to the
satisfaction of normal terms and conditions.
The proposed transaction would be subject to the
satisfactory completion of a due diligence investigation and the
execution of a mutually satisfactory acquisition agreement which would
contain provisions typical of transactions of this type, including
customary representations, warranties and closing conditions. We look
forward to discussing in detail our proposed transaction, the sources
of our financing, management's role after the closing, and any other
matters you may wish to consider in a personal meeting.
In addition, on a personal level, I look forward to the
opportunity to work together with you and your management team in the
future in a joint effort to make Gleason grow and prosper. As a 13D
filer, I am required to make this letter public by an amendment to our
existing 13D filing, which I am doing today.
Hopefully, upon reflection, you will agree that this
proposal makes a great deal of sense for Gleason and its stockholders
and ought to be accomplished. Please understand that it is my desire
to carry this transaction forward with you on an amicable basis.
Looking forward to hearing from you promptly. Best personal
regards.
Sincerely,
/S/ G. S. BECKWITH GILBERT
G. S. Beckwith Gilbert
President
cc: The Board of Directors of Gleason Corporation
