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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. 8)
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)
June 8, 1995
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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.
(Continued on following page(s))
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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: 219,100
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 219,100
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 1,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 220,100
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): 4.26%
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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This statement is the eighth Amendment to a statement on
Schedule 13D filed with the Securities and Exchange Commission by
members of a group that currently consist of Field Point Capital
Management Company ("Field Point") and Mr. G.S. Beckwith Gilbert
relating to the common stock, par value $1.00 per share (the "Common
Stock"), of Gleason Corporation, a Delaware corporation (the
"Company").
Item 5. Interest in Securities of the Issuer
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(a) As of June 12, 1995, 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 5,168,833 shares of Common
Stock outstanding as of March 31, 1995 as set forth in the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1995).
(i) Mr. Gilbert owned 219,100 shares of the Common Stock
(4.24%). 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. 8 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%).
(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. Mr.
Gilbert 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 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 Person.
(c) Except as set forth below, none of the Reporting
Persons has purchased or sold shares of Common Stock during the past
60 days. The following transactions were all effected on the New York
Stock Exchange:
<TABLE>
<CAPTION>
G.S. Beckwith Gilbert
Date of Sale Number of Shares Sold Sales Price
------------ --------------------- -----------
<S> <C> <C>
5/23/95 5,000 $24.0570
5/24/95 300 24.0000
6/2/95 25,000 20.6250
6/5/95 3,100 20.9234
6/6/95 1,000 21.0000
6/8/95 240,100 20.5105
</TABLE>
(d) Not applicable.
(e) Not applicable.
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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: June 12, 1995
FIELD POINT CAPITAL MANAGEMENT
COMPANY
By: /s/ G.S. Beckwith Gilbert
--------------------------
G.S. Beckwith Gilbert
President
NYFS01...:\06\45206\0003\139\FRM6125K.490
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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: June 12, 1995
By: /s/ G.S. Beckwith Gilbert
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G.S. Beckwith Gilbert
NYFS01...:\06\45206\0003\139\FRM6125K.490
