UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
DATE OF REPORT: JUNE 30, 1995
COMMISSION FILE NUMBER: 1-8782
GLEASON CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 16-1224655
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 University Avenue, Rochester, New York 14692
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (716) 473-1000
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ITEM 2: Acquisition of Assets
The Company has entered into an agreement with the receiver
in bankruptcy over the assets of Hurth Maschinen und Werkzeuge
GmbH ("Hurth"), to acquire certain assets of Hurth for
approximately $10.5 million in cash. The agreement is to be
effective July 1, 1995.
Hurth, which located in Munich, Germany, designs and
produces machinery and tooling for the manufacture of parallel
axis gears. It is a leader in machines for gear shaving, a
widely used soft gear finishing process, and recently introduced
a machine for gear honing, a hardened gear finishing process. It
also manufactures expendable gear tooling used in the production
of gears. It entered bankruptcy on May 31, 1995 as a result of
large financial losses sustained by it in 1993 and 1994 due to
the economic recession in Europe.
Under the agreement, the Company is acquiring the patents,
trademarks, company name, industrial and intellectual property
rights and know-how, machinery and equipment, and inventories of
Hurth. The Company is assuming completion of customer orders in
Hurth's backlog and responsibility for installation and warranty
of machines previously sold by Hurth. The Company intends to
continue operations in Munich, retaining approximately 280 of the
approximately 400 employees employed by Hurth.
The Company will account for the acquisition under the
purchase accounting method. It is funding this acquisition with
borrowings under its existing revolving credit facility.
ITEM 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
It is impracticable to provide the required financial
statements for the acquired business at this time. The Company
will file such required financial statements as soon as
practicable within sixty days after the date by which this
Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
It is impracticable to provide the required pro forma
financial information for the acquired business at this time.
The Company will file such required pro forma financial
information as soon as practicable within sixty days after the
date by which this Current Report on Form 8-K is required to be
filed.
(c) Exhibits
2. Acquisition Agreement
It is not practicable to file as an exhibit at this
time, the purchase contract between the Company and Eckhart
Muller-Heydenreich, the receiver in the bankruptcy proceedings of
Hurth Maschinen und Werkzeuge GmbH. The agreement is being
executed in Germany at the date of this filing. The Company
will file a translation of such agreement as an exhibit in an
amendment to this Current Report as soon as practicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
GLEASON CORPORATION
Registrant
DATE: June 30, 1995
John J. Perrotti
John J. Perrotti
Vice President - Controller
(Principal Financial Officer)
